Continental Controls Ltd

Continental Controls Limited: Trading Window closed from October 01, 2026 till 48 hours after the announcement of Unaudited Financial Results of the Company for the quarter and half year ending on September 30, 2026.

AGM details

• Date and time: 28 September 2026, 3:00 PM IST.
• Mode: VC/OAVM; remote e-voting from 25 Sep to 27 Sep 2026.
• Eligibility cut-off: Members on register as of 21 September 2026.
• Meeting concluded at 3:54 PM IST.

Key resolutions

• Adopt audited financial statements and board/statutory auditor reports (Ordinary).
• Re-appoint Lucy Massey as director liable to retire by rotation (Ordinary).
• Appoint Dr. Ranu Jain as non-exec independent director (Special).
• Appoint Santosh Bhattacharjee as non-exec independent director (Special).

Voting results

• All resolutions passed with requisite majority.

Director changes

• Lucy Massey re-appointed as director liable to retire by rotation.
• Dr. Ranu Jain appointed as non-exec independent director.
• Santosh Bhattacharjee appointed as non-exec independent director.

AGM Details

• Date/time/mode: 28 Sep 2026, 3:00 PM, VC/OAVM.
• Record date: 21 Sep 2026; register closure: 22–28 Sep 2026.

Resolutions Proposed

• Ordinary Business: adopt standalone financial statements for FY 2025-26.
• Ordinary Business: re-appoint Lucy Massey as director.
• Special Resolution: appoint Dr. Ranu Jain as Non-Executive Independent Director.
• Special Resolution: appoint Santosh Bhattacharjee as Non-Executive Independent Director.

Voting Results

• Voting outcomes for AGM resolutions are not provided in this filing.

Dividend

• Dividend: no dividend declared for FY 2025-26.

Director Changes

• Dr. Ranu Jain appointed as Non-Executive Independent Director (effective 15 Jul 2026).
• Santosh Bhattacharjee appointed as Non-Executive Independent Director (effective 15 Jul 2026).
• Khusbu Agarwal and Chetna Gupta resigned in July 2026.
• Lucy Massey to retire by rotation; re-appointment proposed.
• Jyoti Darade resigned as Company Secretary; Anushree Tekriwal appointed (15 Jul 2026).
• Rajnish Pandey re-appointed as Whole-Time Director for five-year term (post 12 Apr 2025).

Auditors & Secretarial

• Statutory Auditor: Rafik & Associates; tenure to 2030 AGM.
• Secretarial Auditor: Neha Poddar; five-year term to 2030.
• Internal Auditor: 2025-26 — Agarwal RC & Co.; 2026-27 — Aadhar Agarwal & Co.

Material Related Party Transactions

• RPT: Onelife Capital Advisors Limited for FY 2026-27.
• RPT: Dealmoney Commodities Private Limited for FY 2026-27.
• RPT: Dealmoney Real Estate Private Limited for FY 2026-27.
• RPT: Dealmoney Distribution and E-Marketing Private Limited for FY 2026-27.
• RPT: Sarsan Securities Private Limited for FY 2026-27.
• DCPL related-party lease: premises lease with security deposit; monthly rent.
• Board authorised loans/guarantees/investments under Section 186 for FY 2026-27.

Other Material Approvals

• Rights Issue proposal up to ₹50 crore, subject to approvals.
• Increase in Authorised Share Capital approved; MoA amended.
• Draft Letter of Offer filed; in-principle BSE approval awaited.
• Monitoring Agency appointed; Purva Sharegistry retained for issue services.
• Management/board approvals for rights issue processes and related disclosures.

Financial performance

• Total income stood at ₹2,302 thousand in FY2025-26.
• Profit before tax ₹-1,173 thousand, vs ₹+765.25 thousand prior year.
• Profit after tax ₹-1,270 thousand, down from ₹+688.83 thousand.
• EPS ₹-0.02 for 2025-26.

Capital structure

• Authorised share capital increased to ₹59.15 crore.
• Paid-up share capital ₹614.63 lakh.
• Dividend not declared for FY2025-26.

Rights issue status

• Rights issue proposed to raise up to ₹50 crore.
• Draft LOF filed with BSE; approvals awaited.

Governance changes

• Dr. Ranu Jain appointed Independent Director from 15 July 2026.
• Santosh Bhattacharjee appointed Independent Director from 15 July 2026.
• Khusbu Agarwal and Chetna Gupta resigned July 2026.
• Jyoti Darade resigned; Anushree Tekriwal appointed CS from 15 July 2026.

Audit and compliance

• Statutory Auditor: Rafik & Associates; Secretarial Auditor: Neha Poddar.
• Internal Auditor changed to Aadhar Agarwal & Co. for 2026-27.
• Secretarial audit noted timing delays in filings.

Material events & risk management

• Ransomware incident on 30 Jan 2026; data reconstructed.
• Rights Issue funding planned to support technology rollout.

Related party transactions

• Postal ballot approved material related party transactions for FY2026-27.
• Approvals include Onelife Capital Advisors and Dealmoney entities.
• Approvals recorded at 99.9948% to 99.999% in favour.

MD&A & strategic outlook

• MD&A discusses technology-led transformation and asset-light platform strategy.
• Strategy focuses on Ready Pharmacy and Ready Shopping verticals.

Price-movement clarification and governance update

• Company confirms compliance with SEBI LODR Regulation 30 and timely disclosures to the Exchange.
• Reiterates board approved on 15 July 2026 a rights issue plan up to ₹50 crore.
• Plan includes related party transactions, appointment of intermediaries, and changes in Directors and KMP.
• Recent price movement likely reflects market participants' reaction to disclosed information.
• No other unpublished price-sensitive information or imminent events exist.
• Trading window remains closed for Designated Persons; will reopen 48 hours after price-sensitive matters are made public.
• Company commits to disclose any further material developments promptly under Regulation 30.

Cessation of Independent Director

• Chetna Gupta, Independent Director, resigned effective 30 July 2026 for personal/unavoidable reasons.
• Chetna Gupta ceases Nomination and Remuneration Committee membership.
• Directorships held in listed entities: Associated Coaters Limited; Arc Insulation and Insulators Limited.
• Committee roles: Audit Committee member; Nomination & Remuneration Committee chair; Stakeholder Relationship Committee chair at Associated Coaters Limited.