Continental Controls Limited Annual Report 2025-26 Submission

Key Financial Figures (Standalone Basis)

  • Total Income: ₹23.02 lakh (FY25: ₹18.81 lakh)
  • Total Expenses: ₹34.75 lakh (FY25: ₹11.15 lakh)
  • Profit/(Loss) Before Tax: (₹11.73) lakh (FY25: ₹7.65 lakh profit)
  • Tax Expense: ₹0.97 lakh (FY25: ₹0.76 lakh)
  • Profit/(Loss) After Tax: (₹12.70) lakh (FY25: ₹6.89 lakh profit)
  • Total Comprehensive Income: (₹12.70) lakh (FY25: ₹6.89 lakh)
  • Earnings Per Share (Basic & Diluted): (₹0.14) (FY25: ₹0.11)
  • Equity Share Capital: ₹614.63 lakh (61,46,256 equity shares of ₹10 each)
  • Reserves & Surplus: (₹414.37) lakh (FY25: (₹401.68) lakh)
  • Cash & Cash Equivalents: ₹204.10 lakh (FY25: ₹0.08 lakh)

Capital Structure Changes

  • Authorized Share Capital increased from ₹9.15 crore to ₹59.15 crore pursuant to Special Resolution passed by Members through Postal Ballot on December 4, 2025
  • Paid-up Share Capital remains unchanged at ₹614.63 lakh
  • No dividend recommended for FY26 due to inadequate profits

Proposed Rights Issue

  • Board approved Rights Issue of Equity Shares for amount not exceeding ₹50 crore
  • Rights Issue Committee constituted on July 15, 2026
  • Appointed Purva Sharegistry (India) Private Limited as Registrar to Issue
  • Appointed ICICI Bank Limited as Banker to Issue/Escrow Collection Bank/Refund Bank
  • Appointed Acuite Ratings & Research Limited as Monitoring Agency
  • Draft Letter of Offer filed with BSE Limited
  • In-principle approval from BSE and SEBI observation letter awaited

Board and Committee Changes

Director Appointments:

  • Dr. Ranu Jain (DIN: 11012104) appointed as Non-Executive Independent Director from July 15, 2026
  • Mr. Santosh Bhattacharjee (DIN: 02447452) appointed as Non-Executive Independent Director from July 15, 2026
  • Mr. Rajnish Kumar Pandey re-appointed as Whole-time Director for 5 years from April 12, 2026 to April 11, 2031
  • Mr. Abhay Kumar Sethia, Ms. Chetna Gupta, Ms. Khusbu Agrawal re-appointed as Independent Directors for second term of 5 years from February 5, 2026

Director Resignations:

  • Ms. Khusbu Agrawal resigned as Independent Director from July 15, 2026
  • Ms. Chetna Gupta resigned as Independent Director from July 30, 2026

Key Managerial Personnel Changes:

  • Ms. Jyoti Darade resigned as Company Secretary & Compliance Officer from April 15, 2026
  • Ms. Anushree Tekriwal appointed as Company Secretary & Compliance Officer from July 15, 2026
  • Ms. Megha Yatin Raut continues as Chief Financial Officer

Committee Reconstituitions:

  • Audit Committee reconstituted on April 12, 2025, September 5, 2025, and July 15, 2026
  • Nomination and Remuneration Committee reconstituted on September 5, 2025 and July 15, 2026
  • Stakeholder Relationship Committee reconstituted on September 5, 2025

31st Annual General Meeting Details

  • Date: September 28, 2026 at 3:00 PM
  • Mode: Video Conference and Other Audio Visual Means
  • Ordinary Business: Adoption of financial statements and re-appointment of Ms. Lucy Maqbul Massey
  • Special Business: Appointment of Dr. Ranu Jain and Mr. Santosh Bhattacharjee as Independent Directors
  • Record Date: September 21, 2026 for determining shareholders entitled to vote
  • Remote e-Voting Period: September 25, 2026 (9:00 AM) to September 27, 2026 (5:00 PM)

Material Changes Post Financial Year

  • Acquisition of commercial usage rights for "Ready Shopping" and "Ready Pharmacy" from Onelife Capital Advisors Limited for Fixed License Fee of ₹53.99 lakh and 0.5% quarterly royalty
  • Leave and license arrangement for 1,500 sq. ft. premises from Dealmoney Commodities Private Limited with ₹1.50 crore security deposit and ₹5,000 monthly rent
  • Change in Internal Auditor to M/s Aadhar Agarwal & Co. for FY 2026-27

Business Transformation Strategy

  • Company transitioning to technology-driven, asset-light business model
  • Focus on digital enablement platforms for retail sector
  • Developing "Ready Pharmacy" and "Ready Shopping" verticals
  • Targeting unorganized retail market with technology solutions
  • Three-layer operational ecosystem: Technology Enablement, Supply Chain Integration, Centralized Logistics

Corporate Governance

  • Secretarial Audit Report by Ms. Neha Poddar with unqualified opinion
  • Statutory Audit by M/s Rafik & Associates with unmodified opinion
  • Internal Audit by M/s Agarwal R C & Co. for FY 2025-26
  • No frauds reported by auditors under section 143(12) of Companies Act, 2013
  • No material orders passed by regulators/courts affecting going concern status

Related Party Transactions

  • Interest income from Sarsan Securities Private Limited: ₹18.73 lakh
  • Loan given to Sarsan Securities Private Limited: ₹207.00 lakh (net)
  • KMP remuneration totaling ₹12.74 lakh
  • All transactions approved through postal ballot and at arm's length basis

Cybersecurity Incident

  • Company experienced ransomware/cybersecurity incident on January 30, 2026
  • Financial information reconstructed from available records
  • Incident disclosed to BSE Limited on January 31, 2026

Other Significant Information

  • Registrar & Share Transfer Agent: Purva Sharegistry (India) Private Limited
  • Statutory Auditor: M/s Rafik And Associates (FRN: 146573W)
  • Secretarial Auditor: Ms. Neha Poddar
  • Company website: www.continentalcontrol.in