To,

The Members,

Continental Controls Limited

Your Directors present the 31st Annual Report of the Company along with the Standalone Audited Financial Statements for the Financial Year ended on 31st March, 2026.

FINANCIALRESULTS

(Rs in Thousand)

COMPANY PERFORMANCE

During the financial year 2025-26, total revenue of the Company on standalone basis is Rs.2,302 as against Rs. 1,880.72 in the previous year. Profit/ Loss before Tax of Rs.(1,173) as against profit before tax of Rs.765.25 in the previous year, Profit/ Loss after Tax of Rs. (1,270) as against profit after tax Rs. 688.83 in the previous year.

**The figures mentioned above are in thousands.

DIVIDEND

As the Company has not made adequate profits during the year, the Directors of your Company do not recommend any dividend for the financial year ended March 31,2026.

FINANCIAL INFORMATION

Reserves & Surplus

As at 31st March, 2026 Reserves and Surplus amounted to Rs.(41,437) as compared to Rs. (40,167.90) of previous year. The said scenario is due to inadequate profitability during the year under review

Short Term Borrowings

As at 31st March 2026 Short Term Borrowings was nil in the current financial year as compared to Rs. 383.50 during the previous year.

**The figures mentioned under the Financial Information are in thousands TRANSFEROFRESERVES

The closing balance of the retained earnings of the Company for Financial Year 2025-26, after all appropriation and adjustments was Rs.(56,805). The Company has not transferred any amount to the reserves for the financial year ended March 31, 2026.

**The figures mentioned under the Financial Information are in thousands

DEPOSITS

During the financial year 2025-26 , the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014

SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company was increased from Rs.9,15,00,000 (Rupees Nine Crore Fifteen Lakh only), divided into 91,50,000 (Ninety-One Lakh Fifty Thousand) Equity Shares of Rs.10 each, to Rs.59,15,00,000 (Rupees Fifty-Nine Crore Fifteen Lakh only), divided into 5,91,50,000 (Five Crore Ninety-One Lakh Fifty Thousand) Equity Shares of Rs.10 each, pursuant to a Special Resolution passed by the Members through Postal Ballot on 4th December, 2025, to accommodate the proposed Rights Issue of Equity Shares.

The paid-up share capital of your Company is Rs.6,14,62,560/- (Rupees Six Crore Fourteen Lakh Sixty-Two Thousand Five Hundred and Sixty only), divided into 61,46,256 equity shares of Rs.10/- each. There is no change in the paid-up share capital structure during the period under review.

The authorised capital of the Company as on date is Rs.59,15,00,000 (Rupees Fifty-Nine Crore Fifteen Lakh only), divided into 5,91,50,000 Equity Shares of Rs.10 each.

RIGHTS ISSUE

The Board of Directors, at its Meeting held on 15th July 2026, approved a proposal to raise funds by way of a Rights Issue of Equity Shares of face value Rs.10 each, for an amount not exceeding Rs. 50,00,00,000 (Rupees Fifty Crore only), to the eligible equity shareholders of the Company as on the record date to be subsequently determined, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended by the SEBI (ICDR) (Amendment) Regulations, 2025, and other applicable laws.

The Board also constituted a Rights Issue Committee for the purposes of the issue, offer, and allotment of Equity Shares, and other matters incidental thereto.

In connection with the proposed Rights Issue, the Company has:

(a) filed the Draft Letter of Offer with BSE Limited for in-principle approval;

(b) appointed Purva Sharegistry (India) Private Limited as the Registrar to the Issue;

(c) appointed ICICI Bank Limited as the Banker to the Issue/Escrow Collection Bank/Refund Bank;

(d) appointed Acuite Ratings & Research Limited as the Monitoring Agency, pursuant to Regulation 82 of the SEBI ICDR Regulations, 2018; and

(e) obtained the approval of the Members, by way of Postal Ballot, for the increase in Authorised Share Capital of the Company to accommodate the proposed issue.

As on the date of this Report, in-principle approval from BSE Limited and the observation letter from the Securities and Exchange Board of India in relation to the Rights Issue are awaited. The Company shall make further disclosures to the Members and the Stock Exchange(s) as the Rights Issue progresses, in accordance with applicable law.

LISTING OF SHARES

Your Company's shares are listed on BSE.

HOLDING/SUBSIDIARIES/ASSOCIATE COMPANIES

The Company did not have holding/subsidiary/associate company during the year under review.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

During the Financial Year 2025-26, no company ceased to be a subsidiary of the company and your company does not have any subsidiary company or joint ventures.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR 2025- 26

Board of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Ms. Lucy Maqbul Massey, Non-Executive, Non-Independent Director (DIN: 09424796) of the Company, is liable to retire by rotation at the31stAnnual General Meeting and being eligible, offers herself for re-appointment.

Following are the changes in Directors and Key Managerial Personnel of the Company for the financial year 202526:

Mr. Rajnish Kumar Pandey, Executive Whole time Director (DIN: 01096119) was re-appointed for further term of 5 consecutive years with effect from April 12, 2026 to April 11, 2031

Mr. Abhay Kumar Sethia, Non - Executive IndependentDirector (DIN: 09721583), Ms. Chetna Gupta, Non-Executive Independent Director (DIN: 02212440), Ms. Khusbu Agrawal, Non-Executive Independent Director (DIN: 09847254) were reappointed for a second term of 5 consecutive years with effect from February 5, 2026 to February 4, 2031.

None of the Directors of the company are disqualified for being Directors as specified under section 164 of the Companies Act, 2013.

Ms. Khusbu Agrawal, Non -Executive Independent Director (DIN: 09847254) resigned as Non - Executive Independent Directors of the Company with effect from July 15, 2026 and Ms Chetna Gupta, Non - Executive IndependentDirector (DIN: 02212440) resigned as Non - Executive Independent Directors of the Company with effect from July 30, 2026

Dr. Ranu Jain (DIN: 11012104) and Mr. Santosh Bhattacharjee (DIN: 02447452) appointed as Non-Executive Independent Director of the Company with effect from July 15, 2026.

Ms. Jyoti Darade, Company Secretary, resigned from the post of the Company Secretary and Compliance Officer of the Company with effect from April 15, 2026 and Ms. Anushree Tekriwal is appointed as the Company Secretary and Compliance Officer of the Company with effect from July 15, 2026

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations. Independent Director meeting held on 24th March 2026 during the year. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also carried out by the Independent Directors of the Company through separate meeting of independent directors.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

BOARD MEETINGS HELD DURING THE YEAR

During the year, six meetings of the Board of Directors were held i.e. 12th April, 2025, 28th May, 2025, 6th August, 2025, 5th September, 2025, 30th October, 2025 and 16th January, 2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations issued under as amended from time to time in this regard.

COMMITTEES OF THE BOARD

The Board currently has Three (3) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee AUDIT COMMITTEE

The Audit Committee oversees the financial reporting process, reviews the quarterly and annual financial statements, evaluates internal financial controls and risk management systems, considers reports of the internal and statutory auditors, and monitors the implementation of audit recommendations. The Committee also reviews related party transactions and ensures compliance with applicable law. During the period under report, six meetings of the Audit Committee were held on 12th April, 2025, 28th May, 2025, 6th August, 2025, 5th September, 2025, 30th October, 2025 and 16th January, 2026.Due to change in constitution of Board of Directors, the AuditCommittee was reconstituted on April 12, 2025 and subsequently on September 05, 2025.

Ms. Khusbu Agrawal resigned on 15th July, 2026. Due to change in constitution of Board of Directors, the Audit Committee was re-constituted on 15th July, 2026.

As on date the Audit committee consists of:

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee (NRC) in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is entrusted with the responsibility, inter alia, of identifying persons qualified to become Directors, Key Managerial Personnel and members of Senior Management, formulating criteria for determining qualifications, positive attributes and independence of Directors, recommending a policy relating to the remuneration of Directors, KMPs and Senior Management, carrying out performance evaluation of the Board and its Committees, devising a policy on Board diversity and overseeing succession planning. During the period under report, 4 meetings of the Nomination and Remuneration Committee were held on12th April, 2025, 6th August, 2025, 5th September, 2025and 16th January, 2026. The Nomination and Remuneration Committee was re-constituted at the Board meeting held on 5th September 2025.

As on 31st March 2026, the composition of the Nomination and Remuneration Committee are as follows:

Ms. Khusbu Agrawal resigned on 15th July, 2026 and Ms. Chetna Gupta resigned on 30th July, 2026. Due to change in constitution of Board of Directors, the Nomination and Remuneration Committee was re-constituted on 15th July, 2026.

As on date the Nomination and Remuneration Committee consists of:

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company believes that its members are amongst its most important stakeholder. The Stakeholder Relationship Committee was re-constituted at the Board meeting held on 5th September 2025.

As on 31st March 2026, the composition of the Stakeholder Relationship Committee are as follows:

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors and as also Committees of the Board.

Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board's Report is annexed herewith as 'Annexure VII'

CORPORATE GOVERNANCE REPORT

The Company is a listed entity; however, in terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to the Company as it has a paid-up equity share capital of Rs. 6,14,62,560/- (Rupees Six Crore Fourteen Lakh Sixty-Two Thousand Five Hundred and Sixty only),and a net worth not exceeding Rs. 25 crore as on the last day of the previous financial year. Therefore, a separate Corporate Governance Report required as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations has not been included in this Annual Report. The Company continues to adhere to good corporate practices and applicable statutory requirements, ensuring transparency and accountability in its operations and disclosures.The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ('SEBI').

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that;

i. I n the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the loss incurred by the Company for the year 1st April, 2025 to 31st March, 2026.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a 'going concern' basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Code of Conduct

The members of the board and senior management personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2026. The annual report of the Company contains a certificate by the Whole time Director (Annexure IV), on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

AUDIT REPORTS AND AUDITORS

M/s. Rafik & Associates, Chartered Accountants (Firm Registration No: 146573W), are appointed as Statutory Auditors of the Company from the conclusion of the 30th Annual General Meeting to conclusion of 35th Annual General Meeting of the Company to be held in the year 2030.

M/s. Rafik & Associates have given unmodified opinion and have not given any qualification orreservation or adverse remark or disclaimer in theiraudit report on the audited financial statements(standalone) of the Company for the financial yearended on March 31, 2026.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on the recommendation of the Audit Committee, at its Meeting held on 5th September, 2025 and on approval of members appointed Ms. Neha Poddar, Practicing Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to financial year 2029-30 .

In the Annual General Meeting held in the year 2025, the shareholders had approved to appoint Ms. Neha Poddar, Practicing Company Secretaries, peer-reviewed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years starting from April 1, 2025 and ending on March 31, 2030.

The Secretarial Audit Report for the financial year ended March 31,2026 is annexed herewith as 'Annexure -VI' form partsof the Board's Report.

The Secretarial Auditor, in her Report, has stated that the Company has complied with the applicable statutory provisions, rules, regulations, guidelines and standards covered under the Secretarial Audit and that the Company has proper Board processes and compliance mechanisms in place, subject to the matters specifically reported therein.

The Secretarial Audit Report also records that, during the year under review, certain statutory forms were filed beyond the prescribed period of thirty days from the date of passing of the respective resolutions, while the remaining forms were filed within the prescribed period.

The Board has taken note of the said observation and shall continue to strengthen its systems and processes to ensure timely completion of statutory filings within the prescribed timelines.

There has been no other qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting had appointed M/s. Agarwal R C& Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2025-26, to conduct Internal Audit of the Company.

The Company at its Board Meeting held on 15th July 2026, has changed its Internal Auditors for the Financial Year 2026-27 to M/s Aadhar Agarwal & Co., Chartered Accountants, to serve as the Internal Auditor in compliance with Section 138 of the Act.

Cost Auditor

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2025-2026.

Extract of Annual Return

The Annual Return of the Company as on 31st March, 2026 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.continentalcontrol.in

Fraud's reported by auditors other than those which are reportable to the central government u/s 143(12)

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-26.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended 31st March, 2026 isnotapplicabletotheCompany.

CORPORATESOCIALRESPONSIBILTIY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ('CSR') Committee. During the year, the provisions are not applicable to the Company.

LOANS AND INVESTMENTS

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2026, are set out in the Standalone Financial Statements have been disclosed in the forming part of this Annual Report.

RISK MANAGEMENT

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Audit Committee of the Company has periodically reviewed the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company's internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company's internal control systems and monitors the implementation of audit recommendations. The Company had appointed M/s. Agarwal R C& Co, Chartered Accountants as the Internal Auditor in compliance with section 138 of the Companies Act, 2013 for Financial Year 2025-26. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular intervals.

INVESTOR EDUCATION AND PROTECTION FUND ('IEPF')

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the IEPF Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the provisions are not applicable to the Company.

Change in nature of Business

The Main Object of the Company was changed pursuant to shareholders approval by passing special resolution at its Extra Ordinary General Meeting held on 5th May, 2025. The Shareholders of the Company at the Extra Ordinary General Meeting held on 5th May, 2025 adopted Memorandum of Association as per provisions of Companies Act, 2013 by passing a Special Resolution.

Further, the Board of Directors, at their meeting held on 30th October 2025, approved the alteration of the Main Object Clause of the Company by inserting a new clause '6A', and the alteration of the Objects Incidental or Ancillary to the Attainment of the Main Objects of the Company by inserting new clauses numbered 64 to 101, subject to approval of the shareholders through postal ballot.

The shareholders approved the same on 4th December 2025 by passing a Special Resolution through postal ballot.

The Memorandum of Association of the Company sets out its main objects as carrying on business in information technology and software development, industrial and home automation and robotics, corporate and financial advisory services, and mutual funds and asset management. The objects incidental thereto empower the Company to undertake consultancy, e-commerce, real estate and construction-related activities, and to borrow, lend, invest, and expand or collaborate with entities in India and abroad.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following material changes and commitments have occurred between the end of the Financial Year (31st March 2026) and the date of this Report, affecting the financial position of the Company:

a. Proposed Rights Issue

The Board of Directors, at its Meeting held on 15th July 2026, approved a proposal to raise funds by way of a Rights Issue of Equity Shares of face value T10 each, for an amount not exceeding T50,00,00,000 (Rupees Fifty Crore only), to the eligible equity shareholders of the Company, subject to receipt of requisite statutory and regulatory approvals.

As on the date of this Report, the status of the Rights Issue is as under:

The Company will make further disclosures to the Members and the Stock Exchange(s) as the Rights Issue progresses, in accordance with applicable law.

b. Increase in Authorised Share Capital

Subsequent to the end of the Financial Year, the Members of the Company, by way of Postal Ballot, approved an increase in the Authorised Share Capital of the Company and consequential amendment to the Memorandum of Association, to accommodate the proposed Rights Issue.

c. Acquisition of Software Business/Assets from Onelife Capital Advisors Limited (OCAL)

The Board of Directors, at its Meeting held on 15th July 2026, approved the acquisition of acquire the commercial usage rights for 'Ready Shopping' and 'Ready Pharmacy' from the Promoter, Onelife Capital Advisors Limited(OCAL) including all associated operational concepts, workflows, methodologies, and proprietary business know-how, for a Fixed License Fee of Rs. 53,99,603/- and an ongoing quarterly royalty share of 0.5%, be and is hereby approved, noting that it is fully covered by the prior shareholder approval passed via Postal Ballot on 21st May, 2026

d. Related Party Transaction with Dealmoney Commodities Private Limited (DCPL)

The Board of Directors approved the Company taking on leave and license approximately 1,500 sq. ft. of premises from Dealmoney Commodities Private Limited, a related party of the Company, on payment of a refundable, interest-free security deposit of T1,50,00,000 (Rupees One Crore Fifty Lakh only) and a monthly rentalRs. 5,000/- (inclusive of all utilities), within the omnibus approval already granted by the Members and the Audit Committee for related party transactions with DCPL for FY 2026-27.

e. Changes in Key Managerial Personnel

Ms. Jyoti Darade resigned from the office of Company Secretary and Compliance Officer of the Company with effect from 15th April 2026. Ms. Anushree Tekriwal was subsequently appointed as the Company Secretary, Key Managerial Personnel and Compliance Officer of the Company with effect from 15th July 2026.

f. Changes in the Board of Directors

Ms. Khusbu Agrawal resigned from the office of Independent Director of the Company with effect from 15th July 2026. Dr. Ranu Jain and Mr. Santosh Bhattacharjee were appointed as Additional Directors of the Company, in the capacity of Non-Executive Independent Directors, with effect from 15th July 2026, subject to regularisation by the Members at the ensuing Annual General Meeting.

g. Appointment of Internal Auditor

The Board of Directors appointed Aadhar Agarwal & Co., Chartered Accountants, as the Internal Auditor of the Company for Financial Year 2026-27, based on the recommendation of the Audit Committee.

Save and except as stated above, no other material changes and commitments have occurred between the end of the Financial Year and the date of this Report, which would affect the financial position of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177(10) of the Companies Act, 2013, the Company has in place a Vigil Mechanism through a Whistle Blower Policy to promote ethical conduct and transparency. The mechanism provides a framework for reporting concerns regarding fraud, mismanagement or unethical practices, with adequate safeguards to ensure confidentiality and protection against victimization. A high-level Committee has been constituted to review such complaints and reports directly to the Audit Committee and the Board. During the financial year under review, no complaints were received under the Whistle Blower Policy.

ENVIRONMENTAL, SAFETY AND HEALTH

Your company is conscious of responsibility towards the environment and workplace safety. The Company undertakes continuous initiatives to reduce its environmental footprint through efficient energy usage, adoption of green IT practices, reduction of e-waste, and promotion of digital processes to minimize paper consumption. Adequate safety measures are in place at all office locations to ensure a secure and healthy work environment for employees. Regular awareness programs and training sessions are conducted to reinforce workplace safety and environmental consciousness.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Company is committed to ensuring a safe, secure, and respectful workplace for all its employees. In compliance with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive policy to prohibit, prevent, and redress any form of sexual harassment. An Internal Complaints Committee (ICC) has been duly constituted to address grievances in a fair and transparent manner. Awareness and sensitization programs are conducted at regular intervals to promote a culture of respect and gender equality. The Board affirms that the Company continues to uphold a zero- tolerance approach towards sexual harassment and remains dedicated to maintaining a work environment based on dignity and inclusivity.

During the financial year ended March 31, 2026, Details required as per Rule 8 of Companies (Accounts) Rules, 2014 are mentioned below:

COMPLIANCE ON MATERNITY BENEFIT ACT ,1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, which mandates inter alia enhanced maternity leave benefits, provision for creche facility (where applicable), and related welfare measures for women employees. During the year under review, the Company has extended maternity and related benefits to all eligible women employees as per law.

The Company is committed to fostering a safe, inclusive, and supportive work environment for its women employees and ensures that all applicable laws safeguarding their rights and well-being are strictly followed.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat suspense account/ unclaimed suspense account / Suspense Escrow account arising out of public /bonus / rights issue / expiration of period of 120 days from date of issuance of 'Letter of Confirmation' by the RTA in terms of SEBI Circular No. SEBI / LAD- NRO / GN /2022 / 66 dated 24

January 2022 read with SEBI Circular No SEBI / HO / MIRSD /MIRSD_RTAMB / P/ CIR/ 2022 / 8 dated 25 January, 2022 in matters w.r.t issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; subdivision / splitting of securities certificate; consolidation of securities certificates /folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.

MANAGERIAL REMUNERATION

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Directors' Report in 'Annexure V'if any.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. During the year under review, the Company has entered into contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report.

The details of related party transactions as required under provisions of section 134(3) of the Companies Act 2013 are provided in Form AOC-2, which is annexed to this Directors' Report as 'Annexure I.

PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR

One Extra Ordinary General Meeting was held on 5th May 2025.

POSTAL BALLOT

During the year under review, the Company conducted a Postal Ballot through remote e-voting in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable circulars issued by the Ministry of Corporate Affairs and SEBI.

I) The Notice of Postal Ballot dated 21st April 2026, together with the Explanatory Statement under Section 102 of the Companies Act, 2013, was sent to Members through electronic mode. Based on the Scrutinized Report dated 25th May 2026, the following resolutions, for Financial Year 2026-27, were passed by the Members with the requisite majority:

The following resolutions were placed before the Members through the Postal Ballot:

All the aforesaid resolutions were approved by the Members with the requisite majority. The Scrutinizer's Report dated 22 May 2026 was issued by M/s Abhishek Wagh & Associates, Practicing Company Secretaries, and the voting results were disclosed to the Stock Exchange in accordance with Regulation 44 of the SEBI Listing Regulations.

II) The Postal Ballot process was concluded on 21 February 2026, and the Scrutinizer's Report was issued on 24 February 2026.

The following resolutions were placed before the Members through the Postal Ballot:

A. Re-appointment of Mr. Rajnish Kumar Pandey (DIN: 01096119) as an Executive Whole-time Director of the Company for a further term of five consecutive years;

B. Re-appointment of Mr. Abhay Kumar Sethia (DIN: 09721583) as a Non-Executive Independent Director of the Company for a second term of five consecutive years;

C. Re-appointment of Ms. Chetna Gupta (DIN: 02212440) as a Non-Executive Independent Director of the Company for a second term of five consecutive years;

D. Re-appointment of Ms. Khusbu Agarwal (DIN: 09847254) as a Non-Executive Independent Director of the Company for a second term of five consecutive years;

E. Authorisation to the Board of Directors to borrow money under Section 180(1)(c) of the Companies Act, 2013, for an amount not exceeding T10 Crores; and

F. Approval to obtain authorisation for advancing loans, giving guarantees or providing securities under Section 185 of the Companies Act, 2013.

All the aforesaid resolutions were passed by the Members with the requisite majority. The voting results were disclosed to the Stock Exchange in accordance with Regulation 44 of the SEBI Listing Regulations. The Scrutinizer's Report was issued by M/s Abhishek Wagh & Associates, Practicing Company Secretaries, and the voting results recorded that all six resolutions were passed.

III) The Notice of Postal Ballot dated 30th October 2025, together with the Explanatory Statement under Section 102 of the Companies Act, 2013, was sent to Members through electronic mode. The remote e-voting facility was made available through Purva Sharegistry (India) Private Limited from Wednesday, 5th November 2025 at 9:00 A.M. IST to Thursday, 4th December 2025 at 5:00 P.M. IST, with Friday, 31st October 2025 fixed as the cut-off date for determining the voting entitlement of Members. Mr. Abhishek Wagh, Practicing Company Secretary (Membership No. ACS 65319), Proprietor of M/s Abhishek Wagh & Associates, Company Secretaries, was appointed as the Scrutinizer for the Postal Ballot process.

Based on the Scrutinizer's Report dated 5th December 2025, the following resolutions were passed by the Members with the requisite majority:

The voting results were declared on 5th December 2025 and communicated to BSE Limited in compliance with Regulation 44 of the SEBI LODR Regulations, 2015, and were also placed on the Company's website and the website of the Registrar and Share Transfer Agent.

CEO / CFO CERTIFICATION

As there is no CEO in the Company, CFO of the Company, Ms. Meghna Raut has certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 March, 2026. (Annexure II)

INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares beyond threshold limits. Further, it prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The disclosures obtained under the code are submitted to the BSE Limited, from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

Investor'sCorrespondence

i. For transfer/dematerialization of shares Purva Sharegistry (India) Private Limited

Unit No.9, Shiv Shakti Industrial Estate, Lower Parel (E ),

Mumbai - 400 011

Tele: 022 - 41343255, 41343256

Email: support@purvashare.com

Note: Shareholders holding shares in electronic mode shouldaddress all correspondence to their respective DepositoryParticipants.

ii. Anyquery onAnnual Report Secretarial Department

Continental ControIsLtd.

Plot No. A 356/357, Road No. 26, Wagle Industrial Estate, MIDC,Thane (West) - 400604, Maharashtra, India EmaiI:compIiance@continentaIcontroI.in Phone:022-41842289 ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the valuable assistance, cooperation and continued support received from the Company's bankers, financial institutions, government authorities, customers, vendors, members, and other stakeholders during the year under review.

The Directors also acknowledge and appreciate the dedicated efforts, commitment, and contribution of the employees at all levels, which have been instrumental in the Company's growth and progres.

For and on behalf of the Board of Directors