Continental Securities Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 35^th Annual Report of your Company along with the Audited Financial Statement for the year ended March 31, 2025.

1. SUMMARY OF FINANCIAL RESULTS:

Following is the analysis of the standalone financial statements of the Company during the year under review:

(Rupees in Lacs)

Particulars	For the financial year ended 31st March, 2025	For the financial year ended 31st March, 2024
	(Rs.)	(Rs.)
Revenue from Operation including other income	284.08	158.55
Expenses excluding Depreciation	97.28	50.82
Depreciation and Amortization	5.58	3.44
Profit (Loss) Before Tax	181.22	104.29
Extraordinary items	-	-
Current Tax	48.49	27.86
Deferred Tax Adjustment	(0.12)	0.05
Profit (loss) After Tax	132.86	76.38
Dividend proposed	14.63	-
Net fixed assets	37.24	9.63
Share capital	525.06	489.06
Reserve & Surplus Profit/(Loss)	1205.53	685.00

2. Operations

Your Company is registered as a Non-Banking Finance Company ("NBFC") to carry out the finance activities in India. In order to build a high-quality loan book, your company endeavors to adopt robust monitoring and recovery mechanism. Your company is always committed towards improving efficiency in all its processes and service levels for its customers.

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 profit every year to reserve fund before declaration of any dividend. Accordingly, your Company has transferred a sum of Rs. 26.57 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, 2025, on 2,92,53,000 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 September 22, 2025. If approved, this will involve an outflow of Rs. 14,62,650.

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" or "SEBI Listing Regulations") is available on the website of the Company at the link: www.continentalsecuritiesltd.com.

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

There has been change in the line or nature of business that the Company is operating in during the year under review in financial year 2024-2025. The company is actively engaged in the financing segment. Further, in the financial year 2024-25 the company has expanded its operations by entering the Mutual Fund distribution business and successfully obtained an AMFI Registration Number (ARN).

6. Information about subsidiary/ associate company:

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

7. Settlement with bank or financial institution:

There was an instance of one-time settlement with South Indian Bank.

8. Indian accounting standards:

The annexed financial statements for the Financial Year 2024-25 and corresponding figures for 2023-24 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.

9. Material changes and commitments/ details of significant 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 significant 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.

10. 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.

11. Directors⁷ responsibility statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement it is confirmed 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 loss of the company for that period;

3. 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;

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.

12. Share capital/ capital structure:

Authorized Capital

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.

Issued. Subscribed & Paid-up Capital

The Company has Issued, Subscribed & Paid-up Capital of Rs. 5,25,06,000 divided into 2,62,53,000 Equity shares having a Face value of Rs. 2/- each. The company has only one class of equity shares.

During the financial year 2024-25, the company issued 5,500,000 Convertible Warrants at a price of Rs. 21 per warrant each, having a face value of Rs. 2 each and a premium of Rs. 19 each, which are convertible into Equity Shares of the company.

Subsequently, on 31st May 2025, the Company converted and allotted 30,00,000 warrants into equity shares to both promoters and non-promoters on a preferential basis. As a result, the Issued, Subscribed, and Paid-up Capital of the Company stands at ^5,85,06,000, divided into 2,92,53,000 equity shares of ^2/- each.

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

13. Listing of shares

Shares of company are listed on Bombay Stock Exchange and its scrip code is 538868 and ISIN No. INE183Q01020.

14. Compliance with secretarial standards on board and annual general meetings

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

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

Statutory Auditors and Auditors⁷ Report

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 five years i.e. till the conclusion of the 37th Annual General Meeting of the company. The Members are requested to note that the MCA vide notification dated May 7, 2018, inter- alia, notified an amendment to Sectionl39 (1) of the Act where by the requirement of placing appointment of the statutory auditors for ratification by the Members of the Company at every AGM has been omitted. The Remuneration of the said Auditors is proposed to be fixed 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 qualification, reservation or adverse remarks or disclaimer in their Audit Report on the Financial Statements for Financial Year 2024-25 and the Report is self-explanatory. Further, the Statutory Auditors have not reported any fraud in terms of Section 143 (12) of the Act.

The Statutory Auditors holds a valid peer review certificate as prescribed under Listing Regulations.

Secretarial Auditors and Secretarial Audit Report

M/s Mahendra Khandelwal & Co., Practicing Company Secretaries (Firm Registration No. S2001RJ047800 / Peer Review Certificate No.1937/2022) were appointed as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2024-25 in accordance with the provisions of Section 204 of the Act read with the Rules framed thereunder. Pursuant to the provisions of Section 204 (1) of the Act, the Secretarial Audit Report for the Financial Year 2024-25 issued by Mahendra Khandelwal & Co, Practicing Company Secretaries is annexed to this report as Annexure- II. The report does not contain any qualification, reservation or adverse remark.

Pursuant to amended Regulation 24A of the Listing Regulations, shareholders approval is required for appointment of Secretarial Auditors. Further, 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 specified by ICSI.

Accordingly, pursuant to Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the Company in their respective meetings held on May 26, 2025 approved and recommended to the Members of the Company, the passing of necessary resolution at the ensuing 35^th AGM of the Company for the appointment of M/s. Mahendra Khandelwal & Co , Practicing Company Secretaries (Firm Registration No. S2001RJ047800 / Peer Review Certificate No.1937/2022) ("Firm") as Secretarial Auditor of the Company from the conclusion of 35^th Annual General Meeting till the conclusion of 40^th Annual General Meeting of the Company to conduct Secretarial Audit for a term of five consecutive financial years ending March 31, 2026, March 31, 2027, March 31, 2028, March 31, 2029 and March 31, 2030.

M/s. Mahendra Khandelwal & Co have informed the Company that they are eligible to be appointed as Secretarial Auditor of the Company and confirmed that their appointment if made, would be within the limit specified by ICSI. They have further confirmed that they did not incur any of the disqualifications as specified under Regulation 24A of the Listing Regulations.

Approval of the Members at the ensuing 35^th AGM of the Company is also being sought for fixation of remuneration of Secretarial Auditor of the Company for the FY 2025-30

Secretarial Audit Report as issued by Mahendra Khandelwal & Co., Companies secretaries in practices, in respect of the secretarial audit of the company in form MR-3 for the financial year ended on 31st March 2025, is given in Annexure II to this Report.

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 efficient 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 firm of internal Auditors to carry out internal Audit of the company.

M/s Ajay Khandelwal & Associates were appointed internal Auditor of the Company for the financial year ended 31st March, 2025 under the provisions of Companies Act, 2013.

The Board has re-appointed M/S Ajay Khandelwal & Associate, Chartered Accountants, Jaipur (Firm Reg. No.012738C) as the internal Auditor of the company for the financial year 2025-26.

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 FY 2024-25 is free from any Qualification.

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

Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2025 consisted of 5 directors out of which 3 are non-executive independent directors.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors have any pecuniary relationship or transactions with the Company.

Composition of Board of Director as on 31st March 2025 and changes during the year

The Board of the Company as on March 31, 2025 consists of 5 directors out of which 3 are independent directors, One is managing director and other is whole time director.

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, were re-appointed with the approval of Members.

During the year under review.

1. Mr. Aayush Akar (DIN: 02204396) resigned from the designation of Non-Executive Independent Director of the company w.e.f. 05-12-2024 due to pre occupation.

2. Mr. Madan Lai Khandelwal (DIN: 00414717) resigned from the designation of Non-Executive Director & Chairman of the company w.e.f. 19-02-2025 due to preoccupation.

3. Mr. Anant Sharma (DIN: 09275194), and Mr. Govind Sharan Khandelwal (09519474) were appointed as Non- Executive Independent Director of the company w.e.f. 05-12-2024.

4. Ms. Mahima Khuteta (DIN: 08245957) were appointed as Director of the company w.e.f. 05-12-2024 for a period of five years.

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

No changes in KMPs during the year. Pursuant to the provisions of section 203 of the Companies Act, 2013 read with the rules made there under, the following are the key managerial personnel of the company:

1. Mr. Hemant Gupta, (Chief Financial Officer)

2. Mrs. Pravita Khandelwal, (Company Secretary and compliance officer)

3. And Ms. Mahima Khuteta (DIN: 08245957) was appointed as Chief Operating Officer (COO) of the company w.e.f. 19-07-2024.

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, Stake holder Relationship Committee. All Decision pertaining to the constitution of the Committees, appointment of members and fixing of the terms of reference/role of the committees are taken by the Board of Directors.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mrs. Annu Sharma Khandelwal (DIN: 07562588) (Chairman of committee), Mr. Anant Sharma (DIN: 09275194) and Mr. Govind Sharan Khandelwal (09519474) as other Members

All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration comprises of Independent Directors namely Mrs. Annu Sharma Khandelwal (DIN: 07562588) (Chairman of committee), Mr. Anant Sharma (DIN:09275194) and Mr. Govind Sharan Khandelwal (DIN: 09519474) as other Members.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board. Stakeholders Relationship Committee

Stake holders Relationship Committee comprises of Independent Directors namely Mrs. Annu Sharma Khandelwal (DIN: 07562588) (Chairman of committee), Mr. Anant Sharma (DIN:09275194) and Mr. Govind Sharan Khandelwal (09519474) as other Members.

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 per its requirements. The Committee facilitates prompt and effective redressal of stake holder/investors complaints- "Number of complaints received- NIL

"Number of complaints solved to the satisfaction of share holders-NIL

"Number of pending share transfers- NIL

As at 31st March, 2025. No shares were pending for transfer.

19. Risk management frame work

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. Management periodically reviews 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 efficient 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 of the Companies act, 2013, and in terms of the Listing Regulations with the Stock Exchange the Company has constituted a Whistle Blower policy/Vigil Mechanism to establish a vigil mechanism for the Directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of companys code of conduct. There is no case received disposed during the year.

21. Meetings

During the financial year 2024-25, following meetings were convened:

Board Meetings:

Minimum four Board meetings are held annually. Additional Board Meeting are convened by giving appropriate notice to address the companys specific needs. In case of business exigencies or urgency of matters, Resolutions are passed by circulation.

During the Financial Year 2024-25, 13 (thirteen) Board Meetings were convened and held. The Board met thirteen times during the year 2024-25 viz.

All Directors were present in all the Board Meetings convened by the company.

Meeting No.	Date of Board Meeting	Boards strength	No. of Directors present
1	April 20, 2024	4	4
2	April 23, 2024	4	4
3	May 17, 2024	4	4
4	July 19, 2024	4	4
5	August 24, 2024	4	4
6	October 17, 2024	4	4
7	December 05, 2024	6	6
8	December 11, 2024	6	6
9	January 31, 2025	6	6
10	February 04, 2025	6	6
11	February 08, 2025	6	6
12	February 19, 2025	5	5
13	February 28, 2025	5	5

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 2024-25, 04 (Four) Committee meeting were held, All the members were present in all Audit Committee Meetings convened by the company.

Meeting No.	Date of Audit committee Meeting	Members strength	No. of Members present
1	May 17, 2024	3	3
2	July 19, 2024	3	3
3	October 17, 2024	3	3
4	February 08, 2025	3	3

Nomination & Remuneration Committee Meetings:

During the financial year 2024-25, 02 (Two) Committee meeting were held. All the members were present in all Nomination & Remuneration Committee Meetings convened by the company.

1. Meeting no. 01/2024-25 held on July 19, 2024;

2. Meeting no. 02/2024-25 held on December 05, 2024.

Independent Directors Meeting:

During the year under reference one meeting of independent directors was held in compliance with the requirement of Schedule IV of the Companies Act, 2013. At the said meeting Appointment and Resignation of Independent Directors, performance of non-independent Directors, Board as a whole and Chairman of the Company was reviewed.

The Institute of corporate affairs data bank for independent director in accordance with the provision of section 150 of the companies act 2013. During the financial year 2024-25, 01 (One) Committee meeting were held, all the members were present in all Independent Directors Meeting convened by the company.

1. Meeting no. 01/2024-25 held on December 05, 2024.

Stakeholder Relationship Committee Meeting:

During the financial year 2024-25, 01 (One) Committee meeting was held, all the members were present in all Stakeholder Relationship Committee Meeting convened by the company.

• Meeting no. 01/2024-25 held on August 24, 2024.

Members Meetings:

During the financial year 2024-25, 02 (Two) meeting was held, One is Extra-ordinary General Meeting, and another is Annual General meeting.

1. Meeting no. 01/2024-25 held on September 18, 2024. (AGM)

2. Meeting no. 01/2024-25 held on January 07, 2025; (EGM)

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

The Evaluation/assessment of Directors (Board as a whole), KMPs, and Independent Directors, Senior Officials, Committees of the company is conducted on an annual basis to satisfy the requirements of the companies Act 2013 and SEBI (LODR) LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS, Regulation, 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 defining roles & monitoring activities of committees.

• Review of corporations and ethical conduct.

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

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

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. Nomination and remuneration policy

The Nomination & Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the Directors, Key

Managerial Personnel and senior management personnel of the Company. The committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board, committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy is available on the Companys website at www.continentalsecuritiesltd.com.

25. Related party transactions

Related Party Transactions entered in to during the Financial Year were on arms length and in the ordinary course of business. There were no materially significant related party transactions made by the Company with the persons /related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were placed before the Audit Committee and the Board for approval. None of the Directors has any pecuniary relationship or transactions with the Company. The particulars of contracts or arrangements with related parties as required under Sectionl34 (3) (h) in prescribed Form AOC-2 are annexed here with as Annexure III to the Boards Report.

26. Management discussion and analysis

The financial year 2024-25 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.

27. Human Resources Management

We firmly 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.

28. Other disclosures and statutory information

Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows:

A. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANYS SECURITIES-

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Companys Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The objective of this Code is to protect the interest of Shareholders at large and to prevent misuse of any price sensitive information and to prevent any insider trading activity by way of dealing in securities of the Company by its Designated Persons. Mrs. Pravita Khandelwal, Company Secretary and Compliance Officer of the Company is authorized to act as Compliance Officer under the Code. Further the Company has maintained a Structural Digital Database (SDD) pursuant to provisions of regulations 3 (5) and (6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

B. Code for Disclosure of Unpublished Price Sensitive Information.

C. Policy on Related Party Transactions.

D. Code of Conduct for Directors and Senior Management Personnel.

E. Whistle Blower Policy.

29. 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.

30. 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.

31. Annual return

Pursuant to 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 Annual Return as on March 31, 2025 is available on the website of the Company and can be accessed at https://www.continentalsecuritiesltd.com/annual-report.

32. Notices received/ penalty imposed- NIL

33. Failure to implement any corporate action-NIL

34. Certificate of non- disqualification of directors

None of the Directors have any pecuniary relationship or transactions with the company and directors have confirmed that that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act and are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

Your Company has obtained a certificate from a Company Secretary in practice confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies and directors have confirmed by Securities Exchange Board of India ("SEBr)/Ministry of Corporate Affairs ("MCA") or any such statutory authority. The same forms part of this Annual Report.

35. Deposits

As a non-deposit taking (NBFC) Finance Company, your Company has not solicited, accepted or renewed any fixed 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.

36. 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.

37. 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 Classification, and provisioning and income recognition on non-performing asset as applicable to category of NBFCs not accepting Public Deposits.

38. Deposits from directors

During the financial year 2024-25, Company has not borrowed any amount from its Directors.

39. 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

• In case of imported technology; Not applicable

• 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

40. Disclosures of Directors and Key Managerial Personnel on Remuneration

(Rs. In Lakhs)

s. No Name of Director/KMPs and its Designation	Remuneration (o r Sitting Fees) to the Director/KM P for the FY 2024-25	Percentage Increase/ Decrease in remuneration in the FY 2024-25
1. Mr. Rajesh Khuteta (Managing Director)	9.00	0.00
2. Ms. Mahima Khuteta (Director w.e.f. 05.12.2024)	3.00	0.00
3. Mrs. Annu Sharma Khandelwal (Independent Director)	0.04	0.00
4. Mr. Anant Sharma (Independent Director w.e.f. 05.12.2024)	0.02	0.00
5. Mr. Govind Sharan Khandelwal (Independent Director w.e.f. 05.12.2024)	0.04	0.00
6. Mrs. Pravita Khandelwal (Company Secretary and compliance Officer)	3.60	0.00
7. Mr. Hemant GuptafC.F. O)	2.95	23.00%
8. Mr. Aayush Akar (Independent Director)(Resigned w.e.f. 05.12.2024)	0.03	0.00
9. Mr. M.L. Khandelwal (Chairman)Resigned w.e.f. 19.02.2025)	0.04	0.00

41. Remuneration of non-executive / executive directors

1. Details pertaining to remuneration as required under Sectionl97 (12) of the companies act, 2013 read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014:

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

3. The number of employees on-roll of the company are four.

4. The Median Remuneration of Employees (MRE) of the Company is Rupees 3,30,000 MRE of the year is increased by 13.40% compared to previous year.

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

6. 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 affirmed that the remuneration paid is as per the remuneration policy of the company.

42. Maintenance of cost records

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Act.

43. Registrar and share transfer agent

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

44. DOWNSTREAM INVESTMENT

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

45. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and FIR policies are in place to uphold the spirit and letter of the legislation.

46. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company has adequate composition of its workforce as on the March 31, 2025.

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

47. Acknowledgements and appreciation

The Board of Directors extends their gratitude for the valuable guidance and support received from all stake holders of the Company, including the Reserve Bank of India, Ministry of Corporate Aairs, 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 are thankful to the Senior Management team, Employees, KMPs of the Company, which contributed to the excellent performance of the Company during the Financial Year.

Date- 29-08-2025 Place- Jaipur	For and on behalf of the Board of Directors Continental Securities Limited
	Sd/-	Sd/-
	Rajesh Khuteta Managing Director DIN No. >00167672	Mahima Khuteta Director DIN no. 08245957