To,
The Members,
Your Directors have immense pleasure in presenting their 40th
Annual Report on the business and operations of the Company and the accounts for the
Financial Year ended March 31,2025.

Financial Results

The summary of the Company's financial performance for financial
year 2024-25 compared to previous year 2023-24 is given as below:

(Amt. in Lakhs)


  

    

    
Particulars
    
2024-25
    
2023-24
  
  

    

    
Revenue from operations &
    other income
    
157.38
    
157.49
  
  

    

    
Profit and Loss before
    exceptional Item and tax
    
48.19
    
60.55
  
  

    

    
Exceptional items
    
-
    
-
  
  

    

    
Profit before tax
    
48.19
    
60.55
  
  

    

    
Tax Expense:
    

    

  
  

    

    
- Current Tax (net)
    
3.34
    
8.82
  
  

    

    
- Less: MAT Credit
    entitlement
    
-
    
-
  
  

    

    
Deferred Tax
    
1.46
    
(0.54)
  
  

    

    
Total other comprehensive
    Income
    
(0.13)
    
(0.29)
  
  

    

    
Total Comprehensive Income
    
43.73
    
52.11
  


Dividend

The Company has not declared any dividend for the year ended March 31,
2025.

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.1,57,37,749/-as against Rs.1,57,49,142/-in previous year, but the total comprehensive
income recorded for the year decreased during the year to Rs.43,73,263/- as against
Rs.52,11,272/-of previous year.

Other Equity

The Company has transferred Rs.43,73,263/-to the other equity account.

Finance

1. Share Capital


During the year under consideration, the Company has not changed its
capital structure and the paid-up equity share capital as on 31st March 2025
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 31st March 2025 as Annexure - I.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
March 31, 2025 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 2024-25. 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 Director, woman directors and additionally there is a
Chief Financial Officer and a Company Secretary.
Mr. Pradeep Kumar Chopra and Mr. Akshat Bhaskar were holding the
position of Independent Director up to the expiration of their tenure of appointment i.e.
27th September, 2024 therefore there was a need to appoint new independent Directors.
Therefore, the Shareholders of the Company appointed Mr. Raghav Nathani
and Mr. Gaurav Sachdeva as an Independent Director in the Annual General Meeting held on
20/09/2024. But on 24th June, 2025, Mr. Raghav Nathani has resigned from the
position of Independent Director due to personal and unavoidable circumstances.
On 6th August, 2025, Ms. Parul Suraiya has been appointed by
the Board of Directors as an Additional Director designated as an Independent Director
subject to the approval of the members of the company.

1. Appointment


During the year, the following appointment was taken place:
Mr. Raghav Nathani appointed as an Independent Director on 20/09/2024.
Mr. Gaurav Sachdeva appointed as an Independent Director on 20/09/2024.
M/s. SSVS & Company, Chartered Accountants, (Registration No.:
021648C) appointed as Statutory auditor on 20/09/2024.

2. Retire by Rotation


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

3. Meetings


The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013. During the year 8 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. Raghav Nathani, Mr. Gaurav Sachdeva and Ms. Parul Suraiya had given
declarations that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013.
Hence, the Company has received declaration pursuant to section 149(7)
of the Act and regulation 25 of the Listing Regulations, 2015 from the independent
directors (Mr. Raghav Nathani, Mr. Gaurav Sachdeva and Ms. Parul Suraiya) 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.
Mr. Raghav Nathani, Mr. Gaurav Sachdeva and Ms. Parul Suraiya 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, 2025; 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 31,2025
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 shareholders had appointed M/s. SSVS & Company (FRN: 021648C),
Chartered Accountants for a term of 5 (five) consecutive years from the conclusion of 39th
Annual General Meeting held on 20/09/2024 till the conclusion of the sixth Annual General
Meeting from 39th Annual General Meeting. The Notice of the 39th 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 self-explanatory 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 Secretary 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 2024-25 the company took some minor efforts for new
technology absorption.
(1) No absorption of imported technology has been taken place during
year 2024-25.
(2) No expenses incurred for Research and Development during financial
year 2024-25.

Foreign Exchange Earning and Out go

There is no foreign exchange outgo in the Company. The Company earned
foreign exchange inflow of Rs. 22,23,887/-


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. However, the Company remains committed to maintaining a safe and harassment
free workplace and has adopted necessary preventive measures.
The details of complaints during the financial year are as follows:
Number of complaints of sexual harassment received during the year -
NIL Number of complaints disposed of during the year- NIL Number of cases pending for more
than 90 days- Nil
The Board affirms that the Company has complied with the applicable
provisions of the Act to the extent required. Obligation of Company under the
Maternity Benefit Act, 1961


As the no. of employees in the company is less than 10 so the Maternity
Benefit Act, 1961 does not apply on the Company.

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.

Liquidity

Your Company maintains sufficient cash to meet our strategic
objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure
balance between earning adequate returns and the need to cover financial and business
risks. Liquidity also enables your Company to position itself for quick responses to
market dynamics.

Audit Trail Facility

The Company has used accounting software for maintaining its books of
account for the financial year ended March 31,2025 which has a feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares.

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.