Continental Chemicals Ltd

To,

The Members,

Your Directors have immense pleasure in presenting their 39^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2024.

Financial Results

The summary of the Company's financial performance for financial year 2023-24 compared to previous year 2022-23 is given as below:

(Amt. in Lakhs)

Dividend

The Company has not declared any dividend for the year ended March 31,2024.

OPERATIONS

The company is in the business of sale, purchase and licensing of Software within and outside India. Company has many new projects to expand its business in the coming years. During the year under review, the revenue from operations was Rs. 1,57,49,142/-as against Rs. 1,26,63,219/-in previous year, but the total comprehensive income recorded for the year increased during the year to Rs. 52,11,272/- as against Rs. 26,54,909/-of previous year.

Other Equity

The Company has transferred Rs. 52,11,272/-to the other equity account.

Finance

1. Share Capital

The paid-up equity share capital as on 31^st March 2024 was Rs. 2,24,90,000/-.

2. Deposit

The Company has not accepted any deposit under section 73 of the Companies Act, 2013.

3. Particulars of loan, guarantees and investments

The Company has not provided any loan, guarantee and has not made any investment covered under the provisions of Section 186 of the Companies Act, 2013.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 and Listing Regulation, 2015, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employee of the Company. The Purpose and objective of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise concern about serious irregularities within the Company. The detail of Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March 2024 as Annexure - I.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31,2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed through Company website i.e. https ://www.continentalchemicalsltd.com/investors.aspx

Significant and Material Orders Passed by the Regulators or Courts

No significant and material order has been passed by any regulators or court during the financial year 2023-24. Change in the Nature of Business

There was no change business of the company during the financial year under review.

Directors and Key Managerial Personnel

As on the date of this report Board comprises of Chairman, Managing Director, Directors, Independent Directors, one- woman director and additionally there is a Chief Financial Officer and a Company Secretary.

Mr. Pradeep Kumar Chopra and Mr. Akshat Bhaskar are holding the position of Independent Director up to the expiration of their tenure of appointment until 27th September, 2024 therefore there is a need to appoint new independent Directors,

Therefore, the Board of Directors appointed Mr. Raghav Nathani and Mr. Gaurav Sachdeva as an Additional Directors and designated as independent director in the Board meeting held on 23/08/2024, the appointment of both Additional Directors as Independent Directors are subject to the approval of shareholders.

1. Appointment

During the year, the following appointment was taken place:

Mr. Navneet Kumar has been appointed as CFO on 31/07/2023.

Mr. Raghav Nathani appointed as an Additional Director on 23/08/2024 and as an Independent Director subject to approval of shareholders in ensuing AGM.

Mr. Gaurav Sachdeva appointed as an Additional Director on 23/08/2024 and as an Independent Director subject to approval of shareholders in ensuing AGM.

2. Retire by Rotation

In accordance with provision of Companies Act, 2013 and Articles of Association of the Company, Ms. Sunaina Chibba, Director liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

3. Meetings

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year 10 Board Meetings and 5 Audit Committee Meetings were convened and held. The maximum interval between board meetings did not exceed 120 days, as prescribed in the Act. The details of which are given in the Corporate Governance Report.

4. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder

Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

5. Declaration by an Independent Director(s)

Mr. Pradeep Chopra and Mr. Akshat Bhaskar had given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the Independent Directors on the Board of your Company as on the date of this report are Mr. Pradeep Chopra and Mr. Akshat Bhaskar. However, their tenure is up to the expiry of their term of appointment until 27^th September, 2024.

Hence, the Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from both of the new independent directors (Mr. Raghav Nathani and Mr. Gaurav Sachdeva) stating that they meet the criteria of independence as provided in section 149(6) of the Act read with Regulations 16 and 25 of the Listing Regulations, 2015. Both, (Mr. Raghav Nathani and Mr. Gaurav Sachdeva) are also not debarred from holding the office of Director by virtue of any order of the SEBI or any other such authority. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

6. Managerial Remuneration

Detail of all elements of remuneration paid to all Directors is given in the Corporate Governance Report.

Detail of particulars pursuant to section 197(12) of the Companies Act, 2013 read with rules of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure -II.

7. Nomination and Remuneration Policy

The Board has, on recommendation of the Nomination and Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More detail of the same is given in the Corporate Governance Report.

Details of Subsidiary/Joint ventures/ Associate Companies

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

Particulars of Employees

The Section 197(12) of Companies Act, 2013 read with provision of Rule 5(2)(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees. All required applicable details under The Section 197 (12) of Companies Act, 2013 read with provision of Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 has been attached with the board report as Annexure - II.

Related Party Transaction

The Company has an agreement with a related party for securing business from abroad and the shareholders of the company approved it. All related party transactions held during the year was approved and reviewed by the audit committee as per the provisions of listing agreement and Companies Act, 2013 and in compliance of the approval provided by the shareholders. The details of the related party transactions are provided in Annexure - III.

All Related party Transactions as required are reported in in Note - 24 (e) - Notes to Accounts of the Standalone financial statements of your Company.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March 31, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Corporate Governance

The Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. A Report on Corporate Governance is annexed herewith as "Annexure - IV".

Auditors

1. Statutory Auditor

The term of the Auditors, M/s B K Kapur & Company, Chartered Accountants who were reappointed in 34^th AGM of the company held on 28^th September, 2019 as auditor of company will conclude at the end of 39^th AGM of the Company. The existing auditors cannot be re-appointed as the Auditors for a further period as per the provisions of Companies Act, 2013.

Therefore, the Board of Directors has based on the recommendation of the Audit Committee and subject to approval of the shareholders had appointed M/s. SSVS & Company (FRN: 021648C), Chartered Accountants for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the sixth Annual General Meeting from this Annual General Meeting.

M/s. SSVS & Company (FRN:021648C) also confirmed that they hold a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notice of the current AGM also contain a resolution for consideration and approval of the Members for the appointment of M/s. SSVS & Company (FRN: 021648C).

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments

2. Cost Audit

The services provided by Company are not covered under cost audit and therefore, pursuant to Section 148 of Companies Act, 2013 with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.

3. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s B. S. Goyal & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure - V.

The Secretarial Audit Report does not contain any qualification. Auditors remarks in their report are self-explanatory and do not call for any further comments from Board as the Company always complies with all the applicable provisions as stipulated in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures) Regulations, 2015 and/or rules made thereunder.

4. Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India

5. Internal Audit & Controls

For the year under review, Ms. Sunaina Chibba had been appointed as internal auditor of the Company. During the year, the Company continued to implement her suggestions and recommendations to improve the control environment. Her scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

Conservation of Energy, Technology absorption and Foreign Exchange Earning and Out go Conservation of Energy

(a) Energy conservation has been an important thrust area for the Company. The adoption of energy conservation measures has helped the Company in reduction of cost and reduced machine down-time.

(b) Energy conservation is an on-going process and new areas are continuously identified and suitable investments are made, wherever necessary.

(c) Various on-going measures for conservation of energy include (i) use of energy efficient lighting and better use of natural lighting, (ii) reduction of energy loss, and (iii) replacement of out-dated energy intensive equipment, But Company has not made any big investment for this purpose.

Technology absorption

During the year 2023-24 the company took some minor efforts for new technology absorption.

(1) No absorption of imported technology has been taken place during year 2023-24.

(2) No expenses incurred for Research and Development during financial year 2023-24.

Foreign Exchange Earning and Out go

There is no foreign exchange outgo in the Company. The Company earned foreign exchange inflow of Rs. 42,37,656/-

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As the no. of employees in the company is less than 10 so as per section 6(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 company is not required to constitute an Internal Complaint Committee. During the year Company has not received any complaint of harassment.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There is no material change which may affect the financial position of the company between the end of the financial year and the date of the report.

Personnel

Employee relations continued to be cordial throughout the year in the Company. Your Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

Risk Management Policy:

The Risk management policy of your Company formulated and approved by the Board states the Company's approach to address uncertainties in its endeavors to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of various stakeholders within your Company, the structure for managing risks and the framework for risk management.

This policy and the Internal Financial Controls comprehensively address the key strategic/business risks and operational risks respectively.

Corporate Social Responsibility (CSR)

The concept of Corporate Social Responsibility is not applicable to the Company under section 135 of the Companies Act, 2013.

Insolvency Proceedings:

There is no application made by the Company or any proceedings initiated against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) the during the year

Valuation for one time settlement

The Company has not borrowed any loans from the Banks or Financial Institutions and has not defaulted in the payment of the loans borrowed from the banks or financial institutions

Regulatory Guidelines/Amendments

The Company has also been following directions, guidelines, circulars issued by SEBI, BSE, MCA, from time to time pertaining to listed companies.

Acknowledgement

Your directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.