Directors Report of Comfort Intech Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the 31^st (Thirty First) Annual Report of Comfort Intech Limited (“the
Company”) together with the Audited Financial Statements (Standalone and Consolidated), for the Financial Year
ended March 31, 2025.

1) FINANCIAL HIGHLIGHTS

The summary of Audited Standalone and Consolidated Financial performance of the Company, for the Financial
Year ended March 31, 2025 is summarized as under:

('' in lakh, except EPS)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	17,592.00	18,272.16	18,233.71	18,385.65
Other Income	379.45	378.93	388.07	384.82
Total Income	17,971.45	18,651.09	18,621.78	18,770.48
Total Expenditure	16,983.11	17,683.72	17,601.10	17,858.43
Profit before Tax	988.34	967.37	1,020.68	912.05
Current Tax Expenses	215.40	205.85	215.40	205.85
Deferred Tax	(17.46)	50.82	(5.25)	44.79
Tax of earlier years	0.22	(6.91)	0.22	(6.91)
Share of Profit/ (Loss) of Associate	-	-	340.37	1,040.06
Profit for the Year	790.19	717.62	1,150.68	1,708.39
Other comprehensive income/(loss)	414.43	1750.58	413.65	1,755.15
Total comprehensive income/(loss) for the year	1,204.62	2,468.20	1,564.33	3,463.53
Earnings Per Share (EPS) (Basic & Diluted)	0.25	0.22	0.35	0.54

2) FINANCIAL PERFORMANCE

The standalone and consolidated financial statements of the Company for the year ended March 31, 2025 have
been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of sections
129 and 133 of the Companies Act, 2013 (hereinafter referred to as “the Act”), Regulation 33 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”). The financial
statements have been reviewed by the Statutory Auditor of the Company.

During the year under review, your Company''s total revenue from operations on a standalone basis has changed
to '' 17,592.00 lakh as compared to '' 18,272.16 lakh in the previous financial year. However, the Net profit has increased
to '' 790.19 lakh as compared to '' 717.62 lakh in the previous financial year.

During the year under review, your Company''s total revenue from operations on consolidated basis has changed
to '' 18,233.71 lakh as compared to '' 18,385.65 lakh in the previous financial year. Further, the Net profit (along with
share of associate companies) changed to '' 1,150.68 lakh as compared to '' 1,708.39 lakh in the previous financial
year.

In accordance with Ind AS 108, the Company has disclosed the segment information in the statement of audited
standalone and consolidated financial statements.

3) DIVIDEND

The Board of Directors has recommended a final dividend of '' 0.07/- per equity share of Re. 1/- each, i.e., equivalent
to 7% on the paid up equity share capital of the Company for the financial year ended March 31, 2025 at its Meeting
held on May 20, 2025 subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”)
of the Company.

4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF")

Pursuant to Section 124(5) of the Act read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) and / or re-enactment(s) thereof
for the time being in force), that the Company is required to transfer the amounts of unpaid dividend remaining
unpaid and unclaimed for a continuous period of seven years from the date of transfer of such amount to Unpaid
Dividend Account to the Investor Education and Protection Fund (“IEPF”) Authority. Further, pursuant to section 124(6)
of the Act read with the Rules requires that all shares, in respect of which dividend has not been paid or claimed for
seven consecutive years or more, shall be transferred by the Company to the IEPF Authority along with statement
containing such details as may be prescribed.

The Company transferred the unclaimed and unpaid dividend amount of '' 1,31,174/- for the financial year 2016-17
from its Unclaimed Dividend Account to Investor Education and Protection Fund (hereinafter referred to as “IEPF”)
on November 08, 2024. Further, 4,08,650 number of equity shares which were underlying such dividend amounts
remaining unclaimed and unpaid were also transferred to IEPF Authority. Those Members whose unclaimed and
unpaid dividend amounts from financial year 2016-17 or before & underlying shares are transferred to IEPF may
claim the same from IEPF Authority.

Further, members who have not yet en-cashed their final dividends from financial year 2017-18 are requested
to make their claims to the Company/ Register and Share Transfer Agent (“RTA”) of the Company on or before
Tuesday, October 07, 2025. Members are requested to quote their folio numbers / DP ID - Client ID and PAN in all
their correspondence.

Subsequent to the aforesaid date, the Company shall proceed to transfer final dividends from financial year 2017¬
18 and underlying equity shares to IEPF by following applicable law.

No claim shall lie against the Company in respect of unpaid/ unclaimed dividend amount and the underlying
equity shares transferred to the IEPF including all the benefits accruing on such shares, if any and same can be
claimed from the IEPF Authority by making an application in Form No. IEPF-5 and after following the procedure
prescribed in the Rules, details of which are available on the website of the IEPF Authority www.iepf.gov.in.

5) SHARE CAPITAL

The authorised equity share capital of your Company as on March 31, 2025 was '' 45,00,00,000 (Rupees
Forty Five Crore only) divided into 45,00,00,000 equity shares of Re. 1/- each, issued & subscribed share
capital of the Company was 31,99,71,540/- and paid-up equity share capital of the Company as on March
31, 2025 was '' 31,99,38,080/- (Rupees Thirty-One Crore Ninety-Nine Lakh Thirty-Eight Thousand and Eighty only)
divided into 31,99,38,080 equity shares of Re. 1/- each.

Further;

? The Authorised Share Capital of the Company has increased from '' 40,00,00,000 to '' 45,00,00,00

? The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished;

? The Company has not issued any shares with differential rights and hence no information as per provisions of
section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished;

? The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read
with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014;

? During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014;

? There was no instance of issue of shares by any other mode during the year under review.

6) TRANSFER TO RESERVES

In the year under review, the Board of Directors has decided to plough back the entire amount of profit in the
business of the Company. Accordingly, your Company has not transferred any amount to general reserves during
the Financial Year. The closing balance of the retained earnings of the Company for Financial Year 2024-2025, after
all appropriation and adjustments, stood at '' 4208.98 lakh.

7) LISTING WITH THE STOCK EXCHANGE

Your Company''s equity shares are currently listed on BSE Limited. Accordingly, the Annual listing fees for the financial
year 2025-26 has been paid to the said stock exchange.

During the financial year under review, the Board of Directors of your Company, at their meeting held on January
22, 2025 inter-alia approved the listing of its existing equity shares on National Stock Exchange. Accordingly, your
Company has made an application for the same.

Further, your Company was classified among top 2000 listed Companies on BSE Limited based on Market
Capitalization as on March 31, 2024 and your company continued to maintain such position as on March 31, 2025.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

> As on March 31, 2025, pursuant to section 2(6) and 2(87) of the Act, your Company has

• One (1) Subsidiary Company namely,

Liquors India Limited,

• Two (2) Associate Companies namely,

Lemonade Shares & Securities Private Limited and
Comfort Securities Limited.

Further, the Company has no joint venture within the meaning of section 2(6) of the Act.

> An Overview of Subsidiary and Associate Companies is as under:

• LIQUORS INDIA LIMITED

Liquors India Limited (LIL) is a public limited company incorporated in the year 1975 and its registered
office is situated in Hyderabad. It became a subsidiary of your Company with effect from January 20,
2024. Prior to this, LIL was regarded as an Associate Entity of your Company. LIL operates primarily in the
alcoholic beverages sector, specializing in the manufacturing, bottling, and distribution of Indian Made
Foreign Liquor (IMFL) across the state of telengana.

As a subsidiary, LIL contributes to the diversified portfolio of CIL, enhancing the group''s presence in the
alcoholic beverages sector while adhering to governance and regulatory compliance standards.

• LEMONADE SHARE & SECURITIES PRIVATE LIMITED

Lemonade Share & Securities Private Limited (“LSSPL”) is a private limited company incorporated in the year
2010 and its registered office is situated in Mumbai. LSSPL is engaged in the activities related to financial
sector.

As an associate of CIL, LSSPL, together with other group companies, contributes to the presence in the
financial and capital markets.

• COMFORT SECURITIES LIMITED:

Comfort Securities Limited (“CSL”), a key entity within the Comfort Group, is a public limited company
incorporated in the year 2002 and its registered office is situated in Mumbai. CSL is primarily engaged in
business related to the capital market and is a SEBI-registered Merchant Banker, Stock Broker, a member of
BSE Limited, National Stock Exchange Limited, and Depository Participant with Central Depository Services
(India) Limited.

CSL offers a wide array of services including equity and derivatives trading, commodities, mutual funds,
margin funding, depository services, merchant banking, etc. serving over 10,000 clients and strives to
expand its presence through digital platforms and a robust partner network.

> Further, there has been no material changes in the nature of the business of the Subsidiary and
Associate Companies during the year under review and no Company became or ceased to be a
Subsidiary or Associate Company of your company.

> Pursuant to section 129(3) of the Companies Act 2013, a statement containing the salient features of
the financial statements of the Subsidiary and Associate companies, in the prescribed Form AOC-1 is
annexed as “Annexure I” to this Report.

9) DEPOSITS

Your Company has not accepted any public deposits within the meaning of Sections 73 and 74 of the Companies
Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 and no amount in respect of the principal
or interest on deposits was outstanding as on the date of the Balance Sheet.

10) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the
end of the financial year and the date of this report. It is hereby confirmed that there has been no change in the
nature of business of the Company.

11) CORPORATE GOVERNANCE

The Company has established adequate systems to ensure compliance with all the applicable provisions and
that such systems are operating effectively. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, a separate section on Corporate Governance practices
followed by the Company, together with a declaration with respect to the compliance with the Code of Conduct
duly signed by the Chief Executive Officer and a Certificate from Practicing Company Secretary confirming
compliance, forms an integral part of this Annual Report.

12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL''S
? Board of Directors

The Board of Directors serves as the highest governing body appointed by the shareholders to oversee the
overall operations of the Company. Its primary responsibilities include providing strategic direction, ensuring
regulatory compliance, managing risks efficiently, and protecting stakeholder interests while fostering long¬
term, sustainable growth. The Board comprises professionals with diverse expertise across various fields. The
responsibility for handling the Company''s daily operations lies with the senior management team.

As of March 31, 2025, the Company''s Board consisted six (6) members, including one (l) Non - Executive Non¬
Independent Director, four (4) Independent Directors and one (l) Executive Woman Director.

Details regarding the composition of the Board and its Committees, the tenure of Directors, and other relevant
information are provided in the Corporate Governance Report, which forms part of this Annual Report.

The composition of the Board of Directors is in compliance with Section 149 of the Act and Regulation 17 of the
SEBI Listing Regulations.

In compliance with SEBI Listing Regulations, the Board has identified the key skills, expertise, and core
competencies required in the context of the Company''s business to ensure effective governance. These
attributes, as possessed by the Directors, are also outlined in the Corporate Governance Report forming part
of this Report.

Details of Board of Directors as on March 31, 2025 are as follows:

Sr. No.	Name of the Directors	DIN	Category
1	Mr. Ankur Agrawal	06408167	Non-Executive - Non-Independent Director, Chairperson
2	Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
3	Mr. Milin Ramani	07697636	Non-Executive - Independent Director
4	Mrs. Apeksha Kadam	08878724	Executive Woman Director
5	Mr. Hiten Sanmukhlal Shah	02185059	Non-Executive - Independent Director
6	Mr. Vibhor Kala	05214038	Non-Executive - Independent Director

a. Changes in Directors:

(1) Appointment/Re-appointment:

At the Thirtieth (30^th) AGM of the Company held on August 23, 2024, the shareholders, on the basis of
recommendation of the Nomination and Remuneration Committee and the Board, have considered
and approved the following:

- Appointment of Mr. Hiten Shah (DIN: 02185059) as a Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of five years commencing from March 28, 2024 to
March 27, 2029;

- Appointment of Mr. Vibhor Kala (DIN: 05214038) as a Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of five years commencing from March 28, 2024 to
March 27, 2029;

- Re-appointment of Mr. Milin Ramani (DIN: 07697636), as Non-Executive Independent Director on the
Board for second term of 5 consecutive years with effect from June 29, 2024 till June 28, 2029.

In the opinion of the Board, Mr. Hiten Shah, Mr. Vibhor Kala and Mr. Milin Ramani are a person of integrity
and fulfils requisite conditions as per applicable laws and are independent of the management of the
company.

(2) Cessation/ Resignation:

During the year under review, there was no instance of Cessation/ Resignation of any of the Directors
of the Company.

(3) Director liable to retire by rotation

Pursuant to the provisions of section 152(6) of the Act, Mr. Ankur Anil Agrawal, Non-Executive - Non¬
Independent Director, is liable to retires by rotation at the ensuing AGM and being eligible, has
offered himself for re-appointment. The Nomination and Remuneration Committee and Board have
recommended re-appointment of Mr. Ankur Anil Agrawal.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of
directorships and committee membership held in other companies of the Director proposed to be re¬
appointed, along with his shareholding in the company, as stipulated under Secretarial Standard-2 and
Regulation 36 of the SEBI Listing Regulations, is appended to the Notice of the ensuing AGM.

During the year under review, the non-executive directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if
any incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

b. Non-Disqualification of Directors

None of the Directors of the Company are disqualified from being appointed or continuing as Directors
in terms of Section 164 of the Act, read with Rule 14(1) of the Companies (Appointment and Qualification
of Directors) Rules, 2014. The Company has received the requisite declarations from all the Directors
confirming compliance with the provisions of the Act and the SEBI Listing Regulations.

Further, a certificate from the Secretarial Auditor confirming that none of the Directors of the Company
have been disqualified from being appointed or continuing as Directors has been obtained and annexed
to Corporate Governance Report which forms part of this Annual Report.

? Key Managerial Personnel

During the financial year under review, following changes occurred in Key Managerial Personnel of the Company:

During the year, Mrs. Nidhi Grover has tendered her resignation from the position of Company Secretary and
Compliance Officer of the Company with effect from the close of business hours on August 31, 2024, Subsequently,
Mrs. Rachna Hinger was appointed as the Company Secretary and Compliance Officer of the Company, with effect
from November 28, 2024.

Following were the Key Managerial Personnel as on March 31, 2025 pursuant to Sections 2(51) and 203 of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the KMP	Designation
1.	Mr. Anil Agrawal	Chief Executive Officer
2.	Mr. Kailash Purohit	Chief Financial Officer
3.	Mr. Rachana Hinger	Company Secretary & Compliance Officer

Further, subsequent to the end of the financial year under review, Mrs. Rachana Hinger resigned from the position of
Company Secretary and Compliance Officer of the Company, with effect from the close of business hours on May
20, 2025.

Accordingly, based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors approved the appointment of Mr. Omkar M. Mistry as the Company Secretary and Compliance Officer of
the Company, with effect from May 21, 2025.

? Director''s Evaluation

In accordance with the provisions of the Act and SEBI Listing Regulations, the Board conducts an annual evaluation
of the performance of its Committees, and individual Directors, with the objective of enhancing their overall
effectiveness.

The Company has a well-defined assessment process, designed by the Nomination and Remuneration Committee
(''NRC'') to evaluate the performance of the Board, its Committees, Non-Executive and Independent Directors, the
Chairperson.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Directors
being evaluated.

A separate meeting of the Independent Directors was held on January 22, 2025, wherein the performance of
the Board as a whole, the Chairperson of the Company, and the Non-Independent Directors was evaluated.
The Independent Directors also assessed the quality, quantity, and timeliness of information flow between the
Company''s Management and the Board.

The performance of the Chairperson was assessed by the Independent Directors, taking into consideration the
feedback received from both Executive and Non-Executive Directors.

The outcomes of the evaluation, including insights and suggestions for improvement, were deliberated upon
during meetings of the Independent Directors, the NRC, and the Board. These discussions focused on strengthening
director engagement, improving board processes, and enhancing the overall governance framework of the
Company. The Independent Directors were satisfied with the overall performance of Board, its Committees & the
internal procedures put in place.

? Declaration by Independent Directors:

The Company has received the necessary declarations from all the Independent Directors under section 149(7) of
the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down
in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Furthermore, the Independent Directors have also submitted declarations of compliance with Rules 6(1) and 6(2) of
the Companies (Appointment and Qualification of Directors) Rules, 2014, confirming that their names are included
in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA).

The Board after reviewing and taking on record the declarations/ disclosures and acknowledging the veracity of the
same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience,
expertise, hold highest standards of integrity and are Independent of the Management of the Company.

The terms and conditions of appointment of Independent Directors are available on the website of the Company
at www.comfortintech.com/investor-relations

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on
Corporate Governance forming part of this Annual Report.

? Familiarization program for Independent Directors:

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has implemented a system to familiarize
its Independent Directors. This system is designed to ensure a deep understanding of the Company''s operations,
business model, core values, culture, and the broader industry landscape. The induction is further supported by
ongoing updates throughout the year.

A detailed note on the familiarization programme, including orientation and training initiatives for Directors, is
provided in the Report on Corporate Governance, which forms part of this Annual Report.

The Independent Directors are regularly apprised at the Board Meeting of regulatory developments and legal
updates relevant to the Company''s operations. In addition, business opportunities, challenges, and strategic
outlook are explored in depth during the Company''s annual Strategy Meeting, which includes dedicated sessions
on each business vertical and facilitates meaningful interaction between the Board and Senior Management.

During the Financial Year 2024-25, the Company conducted one familiarization programme, with Independent
Directors wherein they have spent approximately 2 hours in the session. As of March 31, 2025, the Company has
conducted a total of 9 familiarization programmes/meetings, and the cumulative time spent by Independent
Directors on these initiatives is 16 hours.

The Familiarization Programme Policy for Independent Directors is available on the Company''s website at
www.comfortintech.com/investor-relations

? Board and Committee Meetings:

During the financial year 2024-25, six (6) Board Meetings and fifteen (15) Committee Meetings were held. The Board
has established following three mandatory Committees in compliance with the requirements of the business and
relevant provisions of Act and SEBI Listing Regulations:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee;

Further, the Company has also constituted one (1) non-mandatory Committee, i.e. Operations Committee to deal
with the matters relating to routine banking and day-to-day business affairs.

The details of the Board and its Committees along with their composition, meetings held during the year, quorum
and other related matters are given under Corporate Governance Report forming part of this Annual Report.

? Succession Plan

In order to ensure orderly succession of the Board of Directors and Senior Management and pursuant to the
requirements of Regulation 17(4) of the SEBI Listing Regulations, your Company''s Board has adopted a policy on
succession planning for the Board and Senior Management. The policy is available on the website of the Company
at web link www.comfortintech.com/investor-relations. The detailed policy aspects are also mentioned in the
Corporate Governance Report forming part of this Annual Report.

13) AUDITORS

? STATUTORY AUDITOR

The role of the statutory auditor inter-alia is to conduct independent audit of financial statements, assess internal
controls, and ensure compliance with regulatory requirements to provide assurance on financial integrity and
transparency.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as
amended, at the 28^th AGM held on September 29, 2022, the Members of the Company approved re-appointment of
M/s. A. R. Sodha & Co., Chartered Accountants (FRN 110324W), as the Statutory Auditor of the Company for a further
period of 5 consecutive years to hold office from the conclusion of the 28^th AGM till the conclusion of the 33^rd AGM,
scheduled to be held in the year 2027.

M/s. A. R. Sodha & Co., Chartered Accountants has audited the books of accounts of the Company for the financial
year ended March 31, 2025 and have issued the Auditors'' Report thereon. The report provided by the Statutory Auditor
along with the notes is enclosed with the Financial Statements and is self-explanatory. There are no Qualification,
Reservation or Adverse Remark in the Auditors'' Report for the financial year ended March 31, 2025, which require any
explanation from the Board of Directors.

Further, the Statutory Auditor was present at the last AGM and has not reported any fraud as specified under
Section 143(12) of the Act during the financial year under review.

? SECRETARIAL AUDITOR

The role of the Secretarial Auditor inter-alia is to verify and ensure compliance with applicable laws, regulations, and
corporate governance norms related to secretarial and procedural matters, providing assurance on compliance
and adherence to regulatory requirements.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations the Company has appointed
M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice
No.: 12891), as Secretarial Auditor of the Company for the financial year 2024-25 to conduct Secretarial Audit and
issue the Secretarial Audit Report in Form MR-3.

The report of the Secretarial Auditor for the financial year 2024-25 does not contain any qualification, reservation or
adverse remark or disclaimer. The said Secretarial Auditor Report of the Secretarial Auditor is annexed as Annexure
II to this Report and is self-explanatory.

Further, the Secretarial Auditor was present at the last AGM and has not reported any fraud as specified under
Section 143(12) of the Act during the financial year under review.

Further, as per the SEBI Amendments dated December 12, 2024 to SEBI Listing Regulations, every listed company
shall appoint an individual as Secretarial Auditor for not more than one term of five consecutive years or Secretarial
Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, subject to the approval of
the shareholders by way of an Ordinary Resolution at the AGM.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on May 20, 2025 approved
appointment of M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the Secretarial Auditor of
the Company for the term of five consecutive years with effect from April 1, 2025 to March 31, 2030, subject to the
approval of shareholders by way of an Ordinary Resolution at the ensuing AGM. Secretarial Auditors have confirmed
that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial
Auditor of your company. Resolution seeking their appointment as the Secretarial Auditor is mentioned in the Notice
forming part of this Annual Report.

? INTERNAL AUDITOR

The role of the Internal Auditor inter-alia is to independently evaluate and improve the effectiveness of risk
management, control, and governance processes, ensuring operational efficiency and compliance with internal
policies and regulatory requirements.

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company
has appointed M/s. ASHP & Co., Chartered Accountants, Mumbai as an internal auditors of the Company for the
financial year 2024-25. The report is periodically reviewed by the Audit Committee, which provides guidance and
recommendations for strengthening internal controls and improving operational efficiency.

? COST AUDITOR

Provisions of section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014
relating to the maintenance and audit of cost records and appointment of cost auditor are not applicable to your
company.

14) NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for its Directors and Senior Managerial Personnel
in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. The
policy is approved by the Nomination and Remuneration Committee and the Board.

The Committee periodically evaluates the composition of the Board to ensure achievement of an optimum mix of
size, skills, independence, knowledge, age, gender, expertise and experience.

The policy is available on the website of the Company at web link: www.comfortintech.com/investor-relations.

Further, the detailed policy aspects are mentioned in the Corporate Governance Report forming an integral part of
this Annual Report.

15) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider
Trading) Regulations, 2015 (“Insider Trading Regulations”).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure
compliance with the requirements of Insider Trading Regulations.

Both the Codes are available on website of the Company at web link www.comfortintech.com/investor-relations.

16) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered are at an arm''s length basis and in the ordinary
course of business. Prior omnibus approval of the members of Audit Committee who are Independent Directors is
obtained for Related Party Transactions which are of a repetitive nature. All related party transactions are placed
before the Audit Committee and Board of Directors for their review on quarterly basis.

Further, details of the material related party transactions under Section 188 (l) of the Act, as required to be disclosed
under Form AOC-2 pursuant to Section 134 (3) of the Act is attached as Annexure III. Further, details of the Related
Party Transactions are also provided in the accompanying Financial Statements which form part of this Annual
Report.

The Company has put in place a policy for related party transactions (“RPT policy”) which has been reviewed and
approved by the Audit Committee and Board of Directors respectively and is also reviewed and amended from
time to time, subject to atleast once in three years. The RPT policy provides for identification of related party(ies) and
related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/
Board of Directors/ Shareholders for related party transactions, subsequent material modification thereof, reporting
and disclosure requirements in compliance with the provisions of the Act and the SEBI Listing Regulations. The
said RPT policy and Report has also been uploaded on the website of the company and can be accessed at the
following link: www.comfortintech.com/Investorrelation.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your company has timely filed the half yearly reports on
related party transactions with the Stock Exchange.

17) WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to conducting its affairs with fairness, transparency, and the highest standards of
professionalism, honesty, and integrity. In alignment with the Code of Conduct (CoC) of the Company, all actual
or potential violations—regardless of how minor or perceived—are treated with utmost seriousness. The Company
places high importance on the role of employees in identifying and reporting any breaches of the CoC.

In compliance with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, your company has in
place a Whistle Blower Policy and has established Vigil Mechanism. The Whistle Blower Policy encourages Directors,
employees, and other stakeholders to promptly report any actual or suspected violations of the Code of Conduct
(CoC), or any incident that could potentially impact the Company''s business or reputation. Stakeholders are
provided with multiple channels to raise their concerns and are encouraged to do so internally to enable timely
resolution. The Company is committed to safeguarding Whistle Blowers and strictly prohibits any form of retaliation
or intimidation against them. Any such acts will be treated as violations of the CoC and will attract appropriate
disciplinary action.

A report indicating the number of cases reported, investigations conducted, including status updates, is presented
before the Audit Committee on a quarterly basis. The Chairperson of the Nomination and Remuneration Committee
remains present during these discussions.

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and the SEBI Listing
Regulations. The said policy is available on the website of the Company at www.comfortintech.com/investor-
relation.

During the financial year 2024-25, no cases under the mechanism were reported and no personnel of the company
have been denied access to the Chairperson of the Audit Committee.

18) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and
conducive work environment to all its employees and associates working in the Company.

The Company has implemented a Policy for the Prevention of Sexual Harassment of Women at the Workplace, in
accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. In line with this, an Internal Complaints Committee (ICC) has been established to address and
resolve complaints related to sexual harassment, if any. The policy covers all employees, including permanent,
contractual, temporary, and trainees.

The following is a summary of sexual harassment complaints received and disposed of during the year:

Particulars	No of Complaints
Number of complaints pending at the beginning of the year, i.e. April 01, 2024	Nil
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of cases pending at the end of the year, i.e. March 31, 2025	Nil

19) ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration)
Rules, 2014, the Annual Return in e-form MGT-7 for the financial year 2024-25 shall be made available on the
Company''s website www.comfortintech.com/investor-relations.

20) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge
and ability, confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards have been followed and there is no material departures;

ii. they 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 affairs of the Company at
the end of the financial year and of the profit of the Company for the year under review;

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

iv. they have prepared the Annual Accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and operating effectively;

vi. they had devised proper system to ensure compliance with the provisions of all applicable laws and that such
system is adequate and operating effectively.

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Regulation 34(2)(e) read with Schedule-V
of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. It provides
a comprehensive overview of the industry structure, global and domestic economic scenarios, developments
in business operations / performance of the company''s various businesses, the adequacy internal controls, risk
management systems, human resources and other material developments during the financial year 2024-25.

22) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel, and other employees,
pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Company''s remuneration philosophy for Directors, Key Managerial Personnel, and employees is based on
fostering a culture of leadership and trust. Remuneration is paid in accordance with the Company''s Remuneration
Policy. Details of Directors'' remuneration are included in the Corporate Governance Report forming part of this
Annual Report and financial statements. The disclosure under Section 197(12) of the Companies Act, 2013, read
with Rule 5(2) and 5(3) of the related Rules, is not applicable, as no employee received remuneration above the
specified limits.

Further, the ratio of the remuneration of each Director to the median employee''s remuneration and other details in
terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV of this report.

23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors and the management are responsible for establishing and maintaining internal financial
controls to ensure the integrity and reliability of financial reporting. These controls are designed in accordance with
the applicable regulatory framework to provide reasonable assurance on the accuracy of the financial statements
and adherence to statutory requirements.

The management team has assessed the effectiveness of the Company''s internal control over financial reporting
as at March 31, 2025 and believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.

The Company has established a robust system of internal controls, commensurate with its size and operations, to
ensure that assets are safeguarded and transactions are appropriately authorised, recorded, and reported. These
controls have been documented, digitized, and embedded into core business processes. Key components of the
internal control framework include:

> Segregation of Duties: Clearly defined roles and responsibilities to prevent unauthorized transactions.

> Authorization and Approval Processes: Stringent approval mechanisms for financial transactions and capital
expenditures.

> Periodic Monitoring and Audits: Periodic internal audit and management reviews to evaluate the effectiveness
of controls.

> IT and System Controls: Implementation of advanced financial reporting systems and cybersecurity measures
to protect financial data.

Assurance on the effectiveness is obtained through management reviews, controls self-assessment, and periodic
reporting of the in-house team that evaluates and provides assurance of its adequacy and effectiveness. The
controls are also tested by the internal and statutory auditors during their audits.

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by
the Company, the work performed by the Internal, Statutory and Secretarial Auditors and External Consultants,
including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of
the opinion that the Company''s Internal Financial Controls were adequate and effective during the Financial Year
ended March 31, 2025.

24) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the operations of your company are not energy-intensive and the disclosures pursuant to the provisions
of section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.
Nevertheless, the Company remains committed to energy conservation and has implemented various
environmentally friendly initiatives. It continues to give major emphasis for conservation of Energy.

The Company''s operations do not require significant import of technology.

25) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under section 134(3)(m) of the Act read with Rule 8 (3) of
the Companies (Accounts) Rules, 2014 are as under:

Particulars	Year Ended March 31, 2025 Year Ended March 31, 2024
Foreign Exchange Used Foreign Exchange Earned	99.22 -

26) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Corporate Social Responsibility (CSR) is an integral part of the Company''s ethos, aligning with its economic
growth and social responsibility. The Company remains focused on implementing key sustainability initiatives in its
identified priority areas. A formal CSR Policy has been adopted in compliance with the provisions of the Section 135
of Companies Act.

As the amount required to be spent by the Company on CSR during the financial year 2024-25 does not exceed
fifty lakh rupees, all the functions of CSR committee are discharged and approved by the Board of Directors of the
Company, in accordance with the applicable provisions.

During the Financial Year 2024-25, the Company has identified rural development projects as the focused area
for its CSR activity (ies). The Company has also in place a CSR Policy as approved by the Board and the same is
available on the Company''s website: www.comfortintech.com/investor-relations.

Further, Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the
purpose and in the manner approved by the Board for Financial Year 2024-25. The detailed CSR Report in prescribed
form is annexed to this Report as Annexure V.

27) RISK MANAGEMENT

The Company''s business is exposed to a wide range of risks arising from a volatile, uncertain, and complex
operating environment. Effective risk management is essential to ensuring the Company''s long-term sustainability

and success. At Comfort, risk management is integrated into the corporate strategy and operational framework.
The Company has implemented a structured risk management framework that enables it to identify, assess, and
mitigate potential risks. This framework supports the achievement of business objectives by aligning operational
controls with the Company''s mission and vision. The risk management process is continuously reviewed and
strengthened to adapt to the evolving business landscape.

The Risk Management Policy has been adopted by the Board and is consistent with the provisions of the Act and SEBI
Listing Regulations. The Company has established governance procedures for information flow, communication,
and risk reporting to the Audit Committee and the Board of Directors. These procedures cover risk assessment,
mitigation strategies, evaluation of effectiveness, and reporting of outcomes and status.

The Board and the Audit Committee periodically review the risk management policy and business plans, and
develop a comprehensive Risk Management Strategy as per the Company''s evolving needs.

28) COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to fostering a supportive and inclusive workplace environment for all its employees.
In line with this commitment, we confirm our full compliance with the provisions of the Maternity Benefit Act, 1961,
including its subsequent amendments.

All eligible female employees are provided maternity benefits as per the statutory requirements, including paid
maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company has taken
appropriate measures to ensure that women employees are made aware of their rights under the Act. Additionally,
necessary facilities have been provided in accordance with the applicable provisions to ensure a safe and
supportive working environment for women employees during and after pregnancy.

The Company remains committed to upholding employee welfare and ensuring compliance with all applicable
Labour laws and social welfare legislations.

29) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments as per Section 186 of the Act, are provided in the notes to the financial
statements which forms a part of this Annual Report.

30) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

In compliance with the Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, the Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have issue a certificate on financial statements of the
company for the Financial Year ended March 31, 2025 and the same is annexed to Corporate Governance Report
which form part of this Annual Report.

31) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the Financial Year 2024-25, there were no significant or material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and operations of the company in the future.

32) SECRETARIAL STANDARDS

Your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

33) CODE OF CONDUCT

Members of the board of directors and senior management personnel are expected to uphold the highest standards
of integrity, transparency, and accountability in all their actions and decisions. They must comply with all applicable
laws and regulations, avoid conflicts of interest, and promote a respectful and inclusive work environment.

The Company has formulated and adopted Code of Conduct for all members of the board of directors and
senior management personnel which is available on the Company''s website at www.comfortintech.com/investor-
relations.

The Company has received confirmation from all members of the Board of Directors and Senior Management
Personnel regarding compliance with the said Code of Conduct for the year under review. The declaration signed
by Mr. Anil Agrawal, Chief Executive Officer of the Company stating that the members of board of directors and
senior management personnel have affirmed compliance with the Code of Conduct of board of directors and
senior management personnel is annexed to the Corporate Governance Report which forms part of this Annual
Report.

34) GENERAL DISCLOSURE

? There has been no change in the nature of business of the Company;

? There was no revision in the financial statements;

? During the year under review, the Company has not raised any funds through preferential allotment or qualified
institutional placement;

? During the year under review, the Company has not made any application under Insolvency and Bankruptcy
Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

? During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this
regard is not applicable;

35) ACKNOWLEDGEMENTS

The Board of Directors expresses their sincere appreciation for the dedicated efforts and contributions of employees
across all levels of the Company. The Board also extends its gratitude for the continued support and cooperation
received from the Government of India, various State Governments, financial institutions, banks, shareholders,
customers, suppliers, and other stakeholders. The unwavering commitment and professionalism demonstrated by
the Company''s workforce have been integral to its sustained success. The Directors look forward to their continued
support and collaboration in the future.

BY ORDER OF THE BOARD OF DIRECTORS OF
COMFORT INTECH LIMITED
Sd/-

ANKUR AGRAWAL
CHAIRPERSON & DIRECTOR
DIN: 06408167

DATE : AUGUST 07, 2025
PLACE : MUMBAI

---

Mar 31, 2024

Your Board of Directors are pleased to present the 30^th (Thirtieth) Annual Report of Comfort Intech Limited ("the Company") together with the Audited Financial Statements (Standalone and Consolidated), for the Financial Year ended March 31, 2024.

1) FINANCIAL HIGHLIGHTS

The summary of Audited Standalone and Consolidated Financial performance of the Company, for the Financial Year ended March 31, 2024 is summarized as under:

('' in lakh, except EPS)
Particulars	STANDALONE		CONSOLIDATED
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	18,485.97	16,412.41	18,599.46	16,412.41
Other Income	165.13	90.40	171.02	90.40
Total Income	18,651.09	16,502.81	18,770.48	16,502.81
Total Expenditure	17,683.72	15,707.96	17,858.43	15,707.96
Profit before Tax	967.37	794.85	912.05	794.85
Current Tax Expenses	205.85	184.61	205.85	184.61
Deferred Tax	50.81	23.34	44.79	23.34
Tax of earlier years	(6.91)	(0.52)	(6.91)	(0.52)
Profit for the Year	717.62	587.42	668.32	587.42
Share of Profit/ (Loss) of Associate	-	-	1040.06	114.99
Other comprehensive income/(loss)	1750.58	(31.06)	1755.15	(30.13)
Total comprehensive income/(loss) for the year	2468.20	556.36	3463.53	672.28
Earnings Per Share (EPS) (Basic & Diluted)*	0.22	0.18	0.54	0.22

*Note: After quarter ended 31^st March 2023, the equity shares of the Company were sub-divided such that each equity share having face value of '' 10/- (Rupees Ten only) fully paid-up, was sub-divided into ten (10) equity shares having face value of '' 1/- (Rupee One only) each, fully paid-up with effect from March 24, 2023 (Record Date). Therefore, the Earnings Per Share (EPS) for the financial year ended 31^st March, 2023 have been restated to give effect of the share split.

2) FINANCIAL PERFORMANCE

The standalone and consolidated financial statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.

During the year under review, your Company''s total revenue from operations on standalone basis increased to '' 18,485.96 lakh as compared to '' 16,412.41 lakh in the previous financial year. The Total Comprehensive Income increased to '' 2468.20 lakh as compared to '' 556.36 lakh in the previous financial year.

During the year under review, your Company''s total revenue from operations on consolidated basis increased to '' 18,599.46 lakh as compared to '' 16,412.41 lakh in the previous financial year. The Total Comprehensive Income increased to '' 3463.53 lakh as compared to '' 672.28 lakh in the previous financial year.

In accordance with Ind AS 108, the Company has disclosed the segment information in the statement of audited standalone and consolidated financial statements.

In accordance with the provisions contained in section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Standalone and Consolidated Financial Statements, Standalone and Consolidated Cash Flow Statement, Report of the Auditors'' thereon, Directors'' Report, Corporate Governance Report and the same is also available on the website of the Company at www.comfortintech.com. Further, a detailed analysis of Company''s performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual Report.

3) DIVIDEND

The Board of Directors has recommended a final dividend of '' 0.07/- per equity share of '' 1/- each, i.e. equivalent to 7% on the paid up equity share capital of the Company for the financial year ended March 31, 2024 at their Meeting held on July 29, 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to Section 124(5) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force), that the Company is required to transfer the amounts of unpaid dividend remaining unpaid and unclaimed for a continuous period of seven years from the date of transfer of such amount to Unpaid Dividend Account to the Investor Education and Protection Fund ("IEPF") Authority. Further, pursuant to section 124(6) of the Act read with the Rules requires that all shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF Authority along with statement containing such details as may be prescribed.

The Company transferred the unclaimed and unpaid dividend of the financial year 2015-16 from its Unclaimed Dividend Account to Investor Education and Protection Fund (hereinafter referred to as "IEPF") on December 01, 2023. Further, all the shares in respect of which dividend remaining unpaid/unclaimed were also transferred to IEPF Authority. Those Members whose unclaimed and unpaid dividend from financial year 2015-16 or before & underlying shares are transferred to IEPF may claim the same from IEPF Authority.

No claim shall lie against the Company in respect of unpaid/ unclaimed dividend amount and the underlying equity shares transferred to the IEPF including all benefits accruing on such shares, if any and same can be claimed from the IEPF Authority by making an application in Form No. IEPF-5 and after following the procedure prescribed in the Rules, details of which are available on the website of the IEPF Authority http://www.iepf.gov.in.

5) SHARE CAPITAL

The issued equity share capital of your Company as on March 31, 2024 was '' 31,99,71,540 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 31,99,71,540 equity shares of '' 01/- each and subscribed and paid-up equity share capital of the Company as on March 31, 2024 was '' 31,99,38,080/- (Rupees Thirty-One Crore Ninety-Nine Lakh Thirty-Eight Thousand and Eighty only) divided into 31,99,38,080 equity shares of Re. 01/- each.

During the financial year under the review, there was no change in the share capital of your Company except that all the existing one

(1) equity share of the Company having face value of '' 10/- (Rupees Ten only) were sub-divided into ten (10) equity shares of face value of '' 1/- (Rupee One only) each, fully paid-up, ranking pari-passu in all aspects and without altering the aggregate amount of paid up share capital.

Further;

? The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

? The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

? The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014;

? During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

6) TRANSFER TO RESERVES

The Company does not propose to carry any amount to general reserves. The closing balance of the retained earnings of the Company for Financial Year 2023-2024, after all appropriation and adjustments was '' 10,098.20 lakh.

7) LISTING WITH THE STOCK EXCHANGE

Your Company''s equity shares are listed on the BSE Limited. Accordingly, the Annual listing fees for the financial year 2023-24 and 2024-25 has been paid to the said stock exchange.

Further, post financial year, the Board of Directors of your Company at their meeting held on May 28, 2024 approved listing of its existing equity shares on National Stock Exchange and accordingly your Company is in the process of complying with the same.

Further, your Company has now been classified under list of top 2000 listed Companies on BSE Limited based on Market Capitalisation as on March 31, 2024.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has One (1) Subsidiary Company namely, Liquors India Ltd and Two (2) Associate Companies namely, Lemonade Shares & Securities Private Limited and Comfort Securities Limited and has no joint venture within the meaning of 2(6) of the Act as on March 31, 2024.

During the year under review, the Company has made an investment in equity shares of Liquors India Ltd offered through the Right Basis and pursuant to the said Investment, Liquors India Ltd, which was earlier your Company''s Associate Company within the meaning of Section 2(6) of the Act became Subsidiary of the Company within the meaning of Section 2(87) of the Act.

Further, there has been no material change in the nature of the business of the Subsidiary and Associate Companies during the year under review.

Pursuant to section 129(3) of the Act, a statement containing the salient features of the financial statements of the Subsidiary and Associate companies in prescribed Form AOC-1 is annexed as "Annexure I" to this report.

9) DEPOSITS

Your Company has not accepted any public deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposit was outstanding as on the date of the Balance Sheet.

10) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no change in the nature of business of the Company.

11) CORPORATE GOVERNANCE

The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V(E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a declaration with respect to the compliance with the Code of Conduct duly signed by the Chief Executive Officer and a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL''S

I. Board of Directors

The Board of Directors is an apex body constituted by the shareholders for overseeing the Company''s overall functioning. The Board provides strategic direction and leadership and oversees the management policies of the Company and their effectiveness, looking at long-term interests of the shareholders and other stakeholders.

The Board of Directors of the Company consists of professionals from varied disciplines. The day-to-day management of the affairs of the Company is entrusted with the senior management personnel.

The Composition of the Board of Directors is in conformity with section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

Following were the Directors as on March 31, 2024:

Sr. No.	Name of the Directors	DIN	Category
1	Mr. Ankur Agrawal	06408167	Non-Executive- Non-Independent Director, Chairperson
2	Mr. Devendra Lal Thakur	00392511	Non-Executive- Independent Director
3	Mr. Milin Ramani	07697636	Non-Executive- Independent Director
4	Mrs. Apeksha Kadam	08878724	Executive Woman Director

a. Changes in Directors:

(1) Cessation/ Resignation:

During the year under review, there was no instance of cessation/resignation by any of the Directors of the Company.

(2) Appointment/Re-appointment:

During the year under review, there was no instance of appointment/ re-appointment of any of the Directors of Company.

However, post financial year, the Board of Directors at their meeting held on May 28, 2024, on the basis of recommendation from the Nomination and Remuneration Committee, appointed Mr. Hiten Shah (DIN: 02185059) and Mr. Vibhor Kala (DIN: 05214038) as an Additional Directors of the Company in the capacity of Non-Executive Non Independent Director for the term of five (5) consecutive years subject to the approval of Members at the ensuing General Meeting.

Further, Mr. Milin Ramani (DIN: 07697636) will complete his first term of appointment as an Independent Director of the Company on June 28, 2024. Based on the recommendation of the Nomination and Remuneration committee, the Board at its meeting held on April 25, 2024 approved the reappointment of Mr. Milin Ramani as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from June 29, 2024 till June 28, 2029, subject to approval of the shareholders in ensuing AGM. Mr. Milin Ramani has confirmed that he meets the criteria of ''independence'' under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

The proposal for appointment of Mr. Hiten Shah and Mr. Vibhor Kala and re-appointment of Mr. Milin Ramani as an Independent Directors of the Company is included in the Notice convening ensuing AGM of the Company along with the Explanatory Statement as required under Section 102 of the Act. Proposed Independent Directors comply with the requirements of Stock Exchange circular No. BSE/LIST /COMP /14/2018-19 dated June 20, 2018.

(3) Director liable to retire by rotation:

Pursuant to provisions of section 152(6) of the Act, Mrs. Apeksha Kadam, Executive Women Director, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mrs. Apeksha Kadam.

Brief profile of all the directors who are being appointed or re-appointed at ensuing AGM as required under Regulation 36(3) of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing AGM which forms part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them, if any, for the purpose of attending meetings of the Board / Committees of the Company.

None of the directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations. A certificate on non-disqualification of directors is obtained by the Company from Secretarial Auditor and same is annexed to the Corporate Governance Report which forms part of this Annual Report.

II. Key Managerial Personnel

Following were the Key Managerial Personnel''s (KMP) as on March 31, 2024 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the KMP	Designation
1.	Mr. Anil Agrawal	Chief Executive Officer
2.	Mr. Kailash Purohit	Chief Financial Officer
3.	Mrs. Nidhi Grover	Company Secretary & Compliance Officer

There were no changes in KMP during the year under review.

III. Director''s Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, Board Committees, individual director and the Board as whole.

The Company has formulated a policy for performance evaluation of the Independent Directors, Board committees, other individual Directors and Board as a whole, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Pursuant to Regulation 17 (10) of the SEBI Listing Regulations the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on January 20, 2024, excluding the independent director being evaluated.

Further, in a separate meeting of Independent Directors held on January 20, 2024, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated, and they assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, considering the views of the other Executive and Non-Executive Directors.

IV. Declaration by Independent Directors:

The Company has received the necessary declarations from all the Independent Directors under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at http://www.comfortintech.com/Investorrelation.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

V. Familiarization program for Independent Directors:

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarize themselves with the Company, its management, its operations and above all, the industry and issues. Separate sessions are organized during the year with domain experts to enable Board members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Company''s website at http://www.comfortintech.com/Investorrelation.

The familiarization program aims to provide the Independent Directors their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. The Company conducted 1 program during the Financial Year 2023-24 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date were 8 and the time spent by Independent Directors was in the range of 14 hours. The policy on Company''s familiarization program for independent directors is hosted on the Company''s website at http://www.comfortintech.com/Investorrelation.

VI. Board and Committee Meetings:

During the financial year 2023-24, four (4) Board Meetings and twelve (12) Committee Meetings were held. The Board has established following three mandatory Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee;

Further, the Company also has one (1) non-mandatory Committee, i.e. Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board and its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

13) AUDITORS

a. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, at the 28^th AGM held on September 29, 2022, the Members of the Company approved the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants (FRN 110324W), as the Statutory Auditor of the Company for a further period of 5 consecutive years to hold office from the conclusion of the 28^th AGM till the conclusion of the 33^rd AGM to be held in the year 2027.

M/s. A. R. Sodha & Co., Chartered Accountants has audited the books of accounts of the Company for the financial year ended March 31, 2024 and have issued the Auditors'' Report thereon. The report provided by the Statutory Auditor along with the notes is enclosed with the Financial Statements. There are no Qualification, Reservation or Adverse Remark in the Auditors'' Report for the financial year ended March 31, 2024, which require any explanation from the Board of Directors.

Further, the Statutory Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, the Statutory Auditor was present at the last AGM.

b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2023-24 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3.

There are no Qualification, Reservation or Adverse Remark in the Secretarial Auditor''s Report for the financial year ended March 31, 2024 which require any explanation from the Board of Directors. The report of the Secretarial Auditor for the financial year 2023-24 is annexed as Annexure II to this report. Further, the Secretarial Auditor was present at the last AGM. Further, the Secretarial Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

c. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Chartered Accountants, Mumbai as an internal auditors of the Company for the financial year 2023-24. Their report is reviewed by the Audit committee from time to time.

d. COST AUDITOR

Provisions of section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your Company.

14) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations which is as approved by the Nomination and Remuneration Committee and the Board.

The Committee periodically reviews the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

The policy is available on the website of the Company at web link: https://www.comfortintech.com/ Investorrelation. The detailed policy aspects are mentioned in the Corporate Governance Report forming part of this Annual Report.

15) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered are at an arm''s length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a repetitive nature. All related party transactions are placed before the Audit Committee and Board of Directors for their review on quarterly basis.

Further, details of the material related party transactions under Section 188 (1) of the Act, as required to be disclosed under Form AOC-2 pursuant to Section 134 (3) of the Act is attached as Annexure III. Further, details of the Related Party Transactions are also provided in the accompanying Financial Statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party(ies) and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders for related party transactions, subsequent material modification thereof, reporting and disclosure requirements in compliance with the provisions of the Act and the SEBI Listing Regulations.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has timely filed the half yearly reports on related party transactions with the Stock Exchange.

The said RPT policy and Report has also been uploaded on the website of the Company and can be accessed at the following link: http://www.comfortintech.com/Investorrelation.

16) WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy and has established Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspect fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides adequate safeguards against victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee. The Audit Committee oversees the functioning of this policy.

During the financial year 2023-24, no cases under the mechanism were reported and no personnel of the Company have been denied access to the Audit Committee.

Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of this Annual Report and are also made available on the Company''s website at http://www.comfortintech.com/Investorrelation.

17) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.

Your Company has put in place a Policy for prevention of Sexual Harassment of woman at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, an Internal Complaints Committee (ICC) has been set up under the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

Particulars	No. of Complaints
Number of complaints pending at the beginning of the year, i.e April 01, 2023	Nil
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of cases pending at the end of the year, i.e. March 31, 2024	Nil

18) ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration)

Rules, 2014 as amended, the Annual Return of the Company for financial year 2023-24 is available on Company''s website at http://

www.comfortintech.com/ Investorrelation.

19) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv. They have prepared the annual accounts on a going concern basis;

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

vi. They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

20) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company''s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.

21) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)

Your Company had 8 employees as on March 31, 2024. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV of this report.

22) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

23) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environmentally friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.

The Company''s operations do not require significant import of technology.

24) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Foreign Exchange Used	-	-
Foreign Exchange Earned	-	-

25) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Corporate Social Responsibility ("CSR") initiatives and activities of the Company are aligning with the requirements of Section 135 of the Act and Rules made, Circulars, Notifications made/ issued thereunder.

The amount required to be spent by the Company on CSR during the financial year 2023-24 does not exceed fifty lakh rupees and accordingly all the functions of CSR committee are discharged and approved by the Board of Directors of the Company.

During the Financial Year 2023-24, the Company has identified rural development projects as the focused area for its CSR activity (ies). The Company has also in place a CSR Policy as approved by the Board and the same is available on the Company''s website: http://www.comfortintech.com/Investorrelation.

Further, Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for Financial Year 2023-24. The detailed CSR Report in prescribed form is annexed to this Report as Annexure V.

26) RISK MANAGEMENT

Your Company has established a Risk Management Policy to systematically identify risks inherent in its business operations. This policy provides guidelines for defining, measuring, reporting, controlling, and mitigating identified risks.

Risk management is considered an integral part of every employee''s role, emphasizing proactive identification and mitigation of risks. The Board periodically reviews the business plan and develops a comprehensive Risk Management Strategy in consultation with Audit Committee. This strategy encompasses guiding principles for proactive planning to identify, analyze, and mitigate all material risks, including those external and internal, such as Environmental, Business, Operational, Financial, and others.

27) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report.

28) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations for the Financial Year ended March 31, 2024, and the same forms part of this Annual Report.

29) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the Financial Year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future.

30) SECRETARIAL STANDARDS

Your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

31) GENERAL DISCLOSURE

? There has been no change in the nature of business of the Company;

? There was no revision in the financial statements;

? During the year under review, no funds were raised through preferential allotment or qualified institutional placement.

? During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

? During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

32) ACKNOWLEDGEMENTS

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees as well as the various Government Departments, Banks, Distributors, Suppliers, other business associates and other stakeholders towards the conduct of efficient and effective operations of your Company.

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Mar 31, 2023

The directors have pleasure in presenting the 29^th (Twenty-Ninth) Annual Report of Comfort Intech Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements (consolidated and standalone), for the financial year ended March 31, 2023.

1) FINANCIAL HIGHLIGHTS

The summary of Audited (Consolidated and Standalone) Financial performance of the Company, for the financial year ended March 31, 2023 is summarized as under:

(Rs. in Lakh, except EPS)
PARTICULARS	standalone		CONSOLIDATED
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	16,412.41	13,210.58	16,412.41	13,210.58
Other Income	90.40	41.06	90.40	41.06
Total Income	16,502.81	13,251.65	16,502.81	13,251.65
Total expenditure	15,705.62	12,599.90	15,705.62	12,599.90
Profit before Tax	797.19	651.74	797.19	651.74
Current Tax Expenses	184.61	117.37	184.61	117.37
Deferred Tax	23.93	51.60	23.93	51.60
Tax of earlier years	(0.52)	2.78	(0.52)	2.78
Profit for the Year	557.10	276.32	669.94	578.04
earnings Per Share (EPS) (Basic & Diluted)*	0.18	0.15	0.22	0.24

*Note: Subsequent to quarter ended March 31,2023, the equity shares of the Company were sub-divided such that each equity share having face value of Rs. 10/- (Rupees Ten only) fully paid-up, was sub-divided into ten (10) equity shares having face value of Re. 1/- (Rupee One only) each, fully paid-up with effect from April 14,2023 (Record Date). Therefore, the Earnings Per Share (EPS) for the financial year ended March 31,2023 and all comparative periods presented above have been restated to give effect of the share split.

2) FINANCIAL PERFORMANCE

The consolidated and standalone financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.

During the year under review, your Company''s total revenue from operations on consolidated basis increased to Rs.

16.412.41 lakh as compared to Rs. 13,210.58 lakh in the previous financial year. The Net profit increased to Rs. 669.94 lakh as compared to Rs. 578.04 lakh in the previous financial year.

During the year under review, your Company''s total revenue from operations on standalone basis increased to Rs.

16.412.41 lakh as compared to Rs. 13,210.58 lakh in the previous financial year. The Net profit increased to Rs. 557.10 lakh as compared to Rs. 276.32 lakh in the previous financial year.

In accordance with Ind AS 108, the Company has disclosed the segment information in the statement of audited standalone and consolidated financial results.

In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Consolidated and Standalone Financial Statements, Consolidated and Standalone Cash Flow Statement, Report of the Auditor''s, Directors'' Report, Corporate Governance Report thereon are available on the website of the Company at www.comfortintech.com. Further, a detailed analysis of Company''s performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual Report.

3) DIVIDEND

The Board of Directors has recommended a final dividend of Rs. 0.06/- per equity share of Re. 1/- each equivalent to 6% on the paid up equity share capital of the Company for the financial year ended March 31, 2023 at their Meeting held on May 30, 2023 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

Pursuant to the provisions of the Finance Act, 2020, dividend income will be taxable in the hands of the shareholders w.e.f. April 1, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. All the required details regarding TDS on dividend are forming part of the Notice of 29^th AGM which forms part of this Annual Report.

4) SHARE CAPITAL

During the year under review, there has been no change in amount of Authorized Share Capital of the Company. The issued Equity Share Capital of the Company as on March 31, 2023 was Rs. 31,99,71,540 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 3,19,97,154 equity shares of Rs. 10/- each and subscribed and paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs. 31,99,38,080/- (Rupees thirty-one crore ninety-nine lakh thirty-eight thousand and eighty only) divided into 3,19,93,808 equity shares of Rs. 10/- each.

During the financial year, your Board of Directors, at their meeting held on February 10, 2023, approved subdivision/ stock-split of existing One (1) equity share of the Company having face value of Rs. 10/- (Rupees Five only) each into Ten (10) equity shares of face value of Re. 1/- (Rupee One only) each, fully paid-up, ranking pari-passu in all aspects and without altering the aggregate amount of paid up share capital.

Further, the shareholders vide resolution passed by way of postal ballot through e-voting on March 27, 2023 approved the said split of equity shares and the consequential alteration in the Capital Clause of Memorandum of Association of the Company. Subsequently, after sub-division of equity shares, the authorised share capital of the Company was altered as Rs. 40,00,00,000/- (Rupees forty crore only) divided into 40,00,00,000 equity shares of Re. 01/- (Rupee One only) each, issued capital of the Company was altered as Rs. 31,99,71,540 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 31,99,71,540 equity shares of Re. 01/- (Rupee One only) each and the subscribed and paid- up share capital of the Company was altered as Rs. 31,99,38,080 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 31,99,38,080 equity shares of Re. 01/- (Rupee One only) each with effect from April 14, 2023 (Record Date).

Further, there was no public issue, rights issue, bonus issue or preferential issue, etc., during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year.

5) TRANSFER TO RESERVES

The amount which was transferred to reserves during the year under review was Rs. 589.17 lakh. The closing balance of the retained earnings of the Company for Financial Year 2023-2024, after all appropriation and adjustments was Rs. 7841.40 lakh.

6) LISTING WITH THE STOCK EXCHANGE

Your Company''s equity shares are listed on the BSE Limited. Accordingly, the Annual listing fees for the financial year 2022-23 and 2023-24 has been paid to the said stock exchange.

Pursuant to sub-division/split of equity shares, the Company has been allotted new ISIN: INE819A01049 on April 14, 2023 (Record Date).

7) subsidiaries, associates and joint ventures

The Company has three Associate Companies namely, Lemonade Shares & Securities Private Limited, Comfort Securities Limited and Liquors India Limited and has no other subsidiaries or joint venture within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2023. During the year, there has been no material change in the nature of the business of the Associate Companies and no Company became or ceased to be subsidiary, associate company or joint venture.

Further, the report on the performance, financial position and overall contribution to Company''s profitability of the Associate and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as "Annexure I" to this report.

8) DEPOSITS

The Company has not accepted any deposits and as such, no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

9) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

10) corporate governance

The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V(E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

Further, a declaration with respect to the compliance with the Code of Conduct duly signed by the Chief Executive Officer of the Company forming part of this Annual report.

11) board of directors and key managerial personnel

I. Board of Directors

The Board of Directors is the apex body constituted by the shareholders for overseeing the Company''s overall functioning. The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of shareholders and other stakeholders.

The Board of Directors of the Company consists of professionals from varied disciplines. The day-to-day management of the affairs of the Company is entrusted with the senior management personnel.

The Composition of the Board of Directors is in conformity with section 149 of the Act read with regulation 17 of the SEBI Listing Regulations.

Following were the Directors as on March 31, 2023:

Sr. No.	Name of the Directors	DIN	Category
1	Mr. Ankur Agrawal	06408167	Non-Executive - Non-Independent Director, Chairperson
2	Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
3	Mr. Milin Ramani	07697636	Non-Executive Independent Director
4	Mrs. Apeksha Kadam	08878724	Executive Woman Director

a. Changes in Directors:

(1) Cessation / Resignation:

During the year under review, there was no instance of cessation / resignation by any of the Director of Company.

(2) Appointment / Re-appointment:

During the year under review, there was no instance of appointment / re-appointment of any of the Director of Company.

3) Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Non-Executive - Non Independent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Ankur Agrawal. Brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 29^th AGM which forms part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations.

II. Key Managerial Personnel

Following were the Key Managerial Personnel (KMP) as on March 31, 2023 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	name of the KMP	designation
1	Mr. Anil Agrawal	Chief Executive Officer
2	Mr. Kailash Purohit	Chief Financial Officer
3	Ms. Nidhi Busa	Company Secretary & Compliance Officer
There were no changes in KMP during the year under review.

III. director''s Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, Board Committees, individual director and the Board as whole.

The Company has formulated a policy for performance evaluation of the Independent Directors, Board committees, other individual Directors and Board as a whole which includes criteria for performance evaluation of the NonExecutive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on February 10, 2023, excluding the independent director being evaluated.

In a separate meeting of Independent Directors held on February 10, 2023, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and they assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.

IV. Declaration by Independent Directors:

The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at http://www.comfortintech. com/Investorrelation.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

V. Familiarization program for Independent Directors:

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarize themselves with the Company, its management, its operations and above all, the industry and issues. Separate sessions are organized during the year with domain experts to enable Board members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Company''s website at http://www.comfortintech. com/Investorrelation.

The familiarization program aims to provide the Independent Directors their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. The Company conducted 1 program during the Financial Year 2022-23 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date were 7 and the time spent by Independent Directors was in the range of 12 hours. The policy on Company''s familiarization program for independent directors is hosted on the Company''s website at http:// www.comfortintech.com/Investorrelation.

VI. Board and Committee Meetings:

During the financial year 2022-23, five (5) Board Meetings and Twelve (12) Committee Meetings were held. The Board has established following three Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee;

Further, the Company also has an Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board and its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

12) AUDIToRS

a. STATUToRY AUDIToR

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, at the 28^th AGM held on September 29, 2022, the Members of the Company approved the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants (FRN 110324W), as the Statutory Auditor of the Company for a further period of Five (5) consecutive years to hold office from the conclusion of the 28^th AGM till the conclusion of the 33^rd AGM to be held in the year 2027.

M/s. A. R. Sodha & Co., Chartered Accountants has audited the books of accounts of the Company for the financial year ended March 31, 2023 and have issued the Auditors'' Report thereon. The report provided by the Statutory Auditor along with the notes is enclosed with the Financial Statements.

The Statutory Auditors has issued modified opinion on the Financial Statements for the Financial Year ended March 31, 2023 as mentioned below:

"The Company has not provided for defined benefit obligation in the nature of gratuity based on the requirement of Ind AS 19 i.e. "Employee Benefit", which requires defined benefit obligation to be recognized based on actuarial valuation basis.”

Management''s Explanation:

"The management is in due process of quantifying the gratuity obligation of the Company based on the actuarial valuation and the same and the said process will be completed in due course.”

The Auditor has further commented that the Company has to obtain the actuarial valuation report to comply with the Accounting Standards.

Further, the Statutory Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Act. Further, the Statutory Auditor was present at the last AGM.

b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2022-23 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3. The report of the Secretarial Auditor for the financial year 2022-23 is annexed as Annexure II to this report. The report is self-explanatory and does not contain any qualification, reservation and adverse remarks for the financial year ended March 31, 2023.

Further, the Secretarial Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Act.

Further, the Secretarial Auditor was present at the last AGM.

c. internal auditor

M/s. AHSP & Co., Chartered Accountants, performed the duties of internal auditors of the Company for the financial year 2022-23 and their report is reviewed by the Audit committee from time to time.

d. CoST AUDIToR

Provisions of section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your company.

13) nomination and remuneration policy

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations and as approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of the Company at web link: https://www.comfortintech.com/Investorrelation. The detailed policy aspects are mentioned in Corporate Governance Report forming part of this Annual Report.

14) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are at an arm''s length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee and Board of Directors for review and approval on quarterly basis.

Further, details of the material related party transactions under Section 188 (1) of the Act, as required to be disclosed under Form AOC-2 pursuant to Section 134 (3) of the Act is attached as Annexure III. Details of the Related Party Transactions are provided in the accompanying Financial Statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party(ies) and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/ Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half yearly reports on related party transactions with the Stock Exchanges.

The said RPT policy and Report has been uploaded on the website of the Company and can be accessed at the following link: http://www.comfortintech.com/Investorrelation.

15) WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company''s vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for any redressal. Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of this Annual Report and are made available on the Company''s website at http://www.comfortintech.com/Investorrelation.

During the financial year 2022-23, no cases under this mechanism were reported to the Company.

16) prevention of sexual harassment of women at workplace

The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has put in place a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has also complied with the provisions related to the constitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during the financial year 2022-23.

17) ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended,, the Annual Return of the Company for financial year 2022-23 is available on Company''s website at http://www.comfortintech.com/ Investorrelation.

18) directors'' responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv. They have prepared the annual accounts on a going concern basis;

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

vi. They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

19) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and the same is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company''s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2022-23.

20) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)

Your Company had 10 employees as on March 31, 2023. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV of this report.

21) INTERNAL CONTROL SYSTEMS And Their Adequacy

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

22) CONSERVATION Of ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.

The Company''s operations do not require significant import of technology.

23) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Total Foreign Exchange used and earned by the Company is as follows:

Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Foreign Exchange Used	-	-
Foreign Exchange Earned	-	-

24) CORPORATE SOCIAL RESPONSIBILITY ("CSR”)

The Corporate Social Responsibility ("CSR") initiatives and activities of the Company are aligning with the requirements of Section 135 of the Act and Rules made, Circulars, Notifications made/ issued thereunder.

The amount required to be spent by the Company on CSR during the financial year 2022-23 does not exceed fifty lakh rupees and accordingly all the functions of CSR committee are discharged and approved by the Board of Directors of the Company.

During the Financial Year 2022-23, the Company has identified rural development projects as the focused area for its CSR activity (ies). The Company has also in place a CSR Policy as approved by the Board and the same is available on the Company''s website: http://www.comfortintech.com/Investorrelation.

Further, Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for Financial Year 2022-23. The detailed CSR Report in prescribed form is annexed to this Report as Annexure V.

25) business risk management

Your Company has laid down Risk Management Policy to identify risks inherent in the business operations of the Company which provides guidelines to define, measure, report, control and mitigate the identified risks. An enterprise-wide risk management framework is applied so that effective management of risks can be done. Risk is an integral part of every employee''s job. The Audit Committee plays an important role in evaluation of the risk management systems. The Policy is devised for identification of elements of risks and procedures for reporting the same to the Board. The Board reviews the business plan at regular intervals and develops the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others.

26) LoANS, GUARANTEES oR INVESTMENTS IN SECURITIES

The particulars of Loans, Guarantee and Investments covered under Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report.

27) CHIEF EXECUTIVE oFFICER & CHIEF FINANCIAL oFFICER CERTIFICATioN

The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations for the Financial Year ended March 31, 2023 and the same forms part of this Annual Report.

28) SIGNIFICANT AND MATERIAL oRDERS PASSED BY The REGULATORS oR CoURTS

During the Financial Year 2022-23, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future.

29) SECRETARIAL Standards

Your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

30) GENERAL DISCLoSURE

• There has been no change in the nature of business of the Company;

• There was no revision in the financial statements;

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

• The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

• The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014;

• During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

• During the year under review, no funds were raised through preferential allotment or qualified institutional placement.

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

31) ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength.

Your directors also acknowledge with gratitude the encouragement and support extended by our valued members.

---

Mar 31, 2015

To the Members of the Company,

The Directors have pleasure in presenting the Twenty-First Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2015. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs) PARTICULARS STANDALONE STANDALONE CONSOLI- CONSOLI- YEAR ENDED YEAR ENDED DATED DATED YEAR YEAR 31st MARCH 31st MARCH ENDED 31st ENDED 31st 2015 2014 MARCH 2015 MARCH 2014

Total Revenue 1408.46 1155.26 1425.74 1231.55

Profit Before Depreciation and Taxes 594.68 (307.65) 553.69 (280.60)

Less: Depreciation 17.64 10.51 17.64 10.51

Less : Provision for

(a) Income Tax 25.66 32.86 25.66 32.86

(b) Deferred tax (3.54) (0.35) (3.54) (0.35)

Income Tax paid of earlier years 1.20 (0.41) 1.20 (0.41)

Total Tax Expenses 23.32 32.00 23.32 32.00

Profit / (loss) for the Year 553.72 (350.26) 512.73 (323.22)

Add: Brought forward from last year 21.68 371.95 141.10 464.56

Distributable Profits 575.39 21.68 653.84 141.10

Appropriated as under:

Transfer to Special Reserve 110.74 -- 110.74 --

Depreciation Adjustment 1.31 -- 1.31 --

Proposed Equity Dividend 63.99 -- 63.99 --

Tax on Distributed Profits 12.79 -- 12.79 --

Balance Carried Forward to Balance sheet 386.56 21.68 465.01 141.10

OPERATIONS:

During the year, the Operations of Your Company were satisfactory. Your Company is in the policy of giving short term loans based on scrutiny of paying capacity and risk involved.

During the year your Company has received an order from Reserve bank of India, Ahmedabad for the cancellation of certificate of Registration to carry on the business of Non-Banking Financial Institution under section 45-IA(6) of the Reserve Bank of India Act, 1934 vide order dated September 24, 2014. Your Company has filed an appeal against the above said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority.

FINANCIAL HIGHLIGHTS:

Consolidated Revenues:

The total consolidated income of the Company for the FY 2014-15 comprises operating revenues of Rs. 1414.08 Lacs and other income of Rs. 11.66 lacs as compared to previous fiscal operating revenues of Rs. 1230.40 lacs and other income of Rs. 1.15 lacs.

Standalone Revenues:

During the fiscal 2015, the total income of the Company stood at Rs. 1408.46 Lacs as compared to previous fiscal of Rs. 1155.26 Lacs.

Consolidated Profits / (Loss):

Profit stood at Rs. 536.05 Lacs before tax and Profit after Tax stood at Rs. 512.73 Lacs as compared to previous fiscal Loss before Tax stood at Rs. (291.12) Lacs and Loss after Tax stood at Rs. (323.22) Lacs.

Standalone Profits / (Loss):

Profit stood at Rs. 577.04 Lacs before tax and Profit after tax stood at Rs. 553.72 Lacs for the fiscal 2015 as compared to the previous year Loss before tax Rs. (318.17) Lacs and after tax Rs. (350.26) Lacs.

Your Company has proposed a dividend of 2% i.e Rs. 0.02 paise per equity share amounting to Rs. 63,98,762/- for the accounting year ended 31st March 2015.

Your company already intimated you regarding Wholly Owned Subsidiary in the name of Finsolution Services FZE, in United Arab Emirates. During the fiscal 2015, the gross operational income of the subsidiary stood at AED 1.03 lacs and Operating Loss for the fiscal year 2015 stood at AED (2.46) lacs as compared to the previous year AED 4.91 lacs and profit AED 1.74 lacs.

The standalone net worth of your company at the year end stands at Rs. 9171.70 Lacs which translated to a book value of Rs. 2.87/-. per share of face value of Re. 1/- each. The consolidated net worth of your company at the yearend stands at Rs. 9268.94 lacs which translated to a book value of Rs. 2.89/- per share of face value of Re. 1/- each. The Board has recommended a dividend of 2% i.e Rs. 0.02 paise per equity share amounting to Rs. 63,98,762/- (Rupees Sixty Three lacs Ninety Eight Thousand Seven Hundred and Sixty Two only) for the accounting year ended 31st March 2015.

RESERVES:

The Company has carried forward an amount of Rs. 1,10,74,313/- to Special Reserve DIVIDEND:

Your directors propose a dividend of 2% of the paid up equity capital of the Company i.e Rs. 0.02 per equity share amounting to Rs. 63,98,762/- (Rupees Sixty Three lacs Ninety Eight Thousand Seven Hundred and Sixty Two only) for the accounting year ended 31st March 2015.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mrs. Annu Agrawal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of listing agreement. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

(i) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process.

(ii) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.

(iii) Details of Board Meetings held

During the year Six Board Meetings and one independent directors' meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

(iv) Constitution of Committees

The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Shareholders / Investors Relations and Grievance Committee, the details of which have been mentioned in the Corporate Governance Report which is forming a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care 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.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

AUDITORS:

(i) Statutory Auditor

The retiring auditors, namely M/s. Bansal Bansal & Co., Practicing Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

(ii) Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under, M/s. R M Mimani & Associates LLP, Practicing Company Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 3 to this report.

(iii) Internal Auditor

M/S N. Kanodia & Co., Practicing Chartered Accountant performed the duties of internal auditors of the company for 2014-15 and their report is reviewed by the audit committee from time to time.

COMMENTS ON AUDITOR'S REPORT:

Statutory Auditor:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

With respect to the various loans given to Liquors India Limited amounting to 1.70 Crores without seeking permission of the Reserve Bank of India (RBI), even after cancellation of NBFC Certificate, is due to the contractual agreement entered prior to the cancellation of the registration. Since the Contractual agreement was entered by your Company with Liquors India Limited was much before the order for cancellation of registration received by your Company and your Company had to adhere to the terms and conditions of the agreement in the normal course of Business and in contrnuation to the previous loans granted to Liquors India Limited and hence the loan was granted.

As regards exposure norms of RBI for a single borrower, the limit has exceeded for one of the Borrower. The said exposure is secured which is more than sufficient to cover the entire amount due from the borrower and the management is confident of realizing these dues.

Reserve Bank of India vide its order dated 24th September, 2014 has cancelled certificate of registration issued to the Company. Your Company has filed an appeal against the about said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi against the said RBI order. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority.

Secretarial Auditor:

Reserve Bank of India vide its order dated 24th September, 2014 has cancelled certificate of registration issued to the Company to carry on the business of Non-Banking Financial Institution under section 45-IA(6) of the Reserve Bank of India Act, 1934.

Your Company has filed an appeal against the above said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority. Further regarding the First information report (FIR) filed by the Reserve Bank of India, Ahmedabad against the Company and its Directors under various section of IPC, the same is still under investigation.

With respect to an Ex-parte ad interim order dated December 19, 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1), 11(4) and 11B of the Securities Exchange Board of India Act, 1992 in the matter of First Financial Services Limited for not accessing the capital market, your Company filed a reply with SEBI in this regard.

On 24th February 2015, a hearing took place in SEBI. No final order has been passed by SEBI in this regard. However, your Company has filed an appeal with the Securities Appellate Tribunal on 23rd July, 2015 in this regard.

With respect to the various loans given to Liquors India Limited amounting to 1.70 Crores without seeking permission of the Reserve Bank of India (RBI), even after cancellation of NBFC Certificate, is due to the contractual agreement entered prior to the cancellation of the registration. Since the Contractual agreement was entered by your Company with Liquors India Limited was much before the order for cancellation of registration received by your Company and your Company had to adhere to the terms and conditions of the agreement in the normal course of Business and in contrnuation to the previous loans granted to Liquors India Limited and hence the loan was granted.

As regards exposure norms of RBI for a single borrower, the limit has exceeded of one of the Borrower. Also the said exposure is secured which is more than sufficient to cover the entire amount due from the borrower and the management is confident of realizing these dues.

As regards delay in filing of certain returns/ forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law.

The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement and will finalize the same as and when the policies are mandatorily applicable to the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.comfortintech.com/whistle_blower_policy.php.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC 2 is enclosed as Annexure 4. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at http://www.comfortintech.com/ related_party_transaction_policy.php.

SUBSIDIARY COMPANY:

Pursuant to sub-section (3) of section 129 of the Companies Act 2013, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure 2.

Further, during the year your company has taken initiation to close the Wholly Owned Subsidiary in Dubai. The matter is under process.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees & Key Managerial Person of the Company and Directors is furnished hereunder:

Sr. Name of the Director/ Designation Remuneration No KMP 2014-15

1 Mr. Anil Agrawal Managing Director 21,18,333

2 Mr. Bharat Shiroya Whole time Director 13,01,458

3 Mrs. Ramadevi Gundeti Company Secretary 10,40,276

4 Mr. Lalit Sethi** Chief Financial Officer 9,62,591

Name of the Director Remuneration Increase/ Ratio/Times per KMP 2013-14 Decrease median of employee remuneration

Mr. Anil Agrawal 14,25,000 6,93,333 8.15

Mr. Bharat Shiroya 9,25,167 3,76,291 5.01

Mrs. Ramadevi Gundeti 10,80,919 -40,643 4.00

Mr. Lalit Sethi* Nil 9,62,591 3.70

** Mr. Lalit Sethi was appointed as the Chief Financial Officer of the Company w.e.f 14th February, 2015 and ceased w.e.f. 30th May, 2015.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

BUSINESS RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits as on 31st March 2015 so as to attract the provisions of Chapter V of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2014-15 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the BSE Limited. The company is regular in payment of listing fee. During the year, the Securities Exchange Board of India has given an exit order to the Jaipur Stock Exchange vide order dated March 23, 2015 where our Company's shares are listed.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 2013, the Cash flow Statement for the year ended 31.03.2015 is annexed here to as a part of the Financial Statements.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure 1.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

A policy On Sexual Harassment of Women at Workplace has been drafted and approved by the Board in its meeting held on May 30, 2015. A committee namely Internal Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following:

Name of Member Designation

Mrs. Annu Agrawal Chairman

Mrs. Ramadevi Gundeti Member

Mrs. Apexa Kadam Member

The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace.

SEBI ORDER

Your Company has received an Ex-parte ad interim order dated December 19, 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1), 11 (4) and 11B of the Securities Exchange Board of India Act, 1 992 in the matter of First Financial Services Limited for not accessing the capital market. Your Company filed a reply with SEBI in this regard.

On 24th February 2015, a hearing took place in SEBI. No final order has been passed by SEBI in this regard. However, your Company has filed an appeal with the Securities Appellate Tribunal on 23rd July, 2015 in this regard.

RBI ORDER

Your Company has received an order from Reserve bank of India, Ahmedabad for the cancellation of certificate of Registration to carry on the business of Non-Banking Financial Institution under section 45-IA(6) of the Reserve Bank of India Act, 1934 vide order dated September 24, 2014.

Your Company has filed an appeal against the above said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with Schedule VII to the Companies Act 2013 and other applicable provisions, every company having net worth of rupees five hundred crore or more or turnover of rupees one thousand core or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Your Company has earned a profit of Rs 553.72 lacs (Standalone) for the year ended March 31, 2015 and accordingly provisions of Section 135 have now become applicable to your Company.

The Board has constituted a Corporate Management Committee to carry out the CSR Programme within specified budgets and timeframes. The Committee consists of the following Directors, namely:

Name of Member Designation

Mr. Anil Agrawal Chairman

Mrs. Annu Agrawal Member

Mr. Bharat Shiroya Member

Mr. Jugal Thacker Member

The Corporate Social Responsibility Policy was considered and approved by the Board of Directors in their meeting held on 8th August, 2015.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, BSE Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, Co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

Place: Mumbai FOR AND ON BEHALF OF THE BOARD Dated: 08.08.2015 Sd/- ANIL AGRAWAL Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2014. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS STANDALONE STANDALONE YEAR ENDED YEAR ENDED 31st MARCH 31st MARCH 2014 2013

Income from Operations 1155.26 1426.57

Profit Before Depreciation and Taxes (307.65) 261.65

Less: Depreciation (10.51) (10.09)

Less : Provision for

(a) Income tax (32.86) (80.97)

(b) Deferred tax 0.35 1.79

Income Tax paid of Earlier years 0.41 0.17

Profit / (loss) for the Year (350.26) 172.56

Add: Brought forward from last year 371.95 308.76

Distributable Profits 21.68 481.32

Appropriated as under :

Transfer to Special Reserve - (34.51)

Proposed Equity Dividend - (63.98)

Tax on Distributed Profits - (10.87)

Balance Carried Forward to Balance sheet 21.68 371.95

(Rs. In Lacs)

PARTICULARS CONSOLIDATED CONSOLIDATED YEAR ENDED YEAR ENDED 31st MARCH 31st MARCH 2014 2013

Income from Operations 1231.55 1538.24

Profit Before Depreciation and Taxes (280.60) 354.35

Less: Depreciation (10.51) (10.09)

Less : Provision for

(a) Income tax (32.86) (81.07)

(b) Deferred tax 0.35 1.80

Income Tax paid of Earlier years 0.41 0.17

Profit / (loss) for the Year (323.22) 265.16

Add: Brought forward from last year 464.56 308.77

Distributable Profits 141.10 573.93

Appropriated as under :

Transfer to Special Reserve - (34.51)

Proposed Equity Dividend - (63.98)

Tax on Distributed Profits - (10.87)

Balance Carried Forward to Balance sheet 141.10 464.56

OPERATIONS :

The Indian Economy has been passing through a stagnant phase for the last two years which has affected industry and Finance companies/ Banks tremendously. The outlook on India in the last couple of years had become bearish with infrastructure projects (which are the backbone of any economy) languishing due to no clear policy of the then Government. Many industries/projects shut down or did not take off from the drawing board. All these factors led to the finance sector including Banks coming under tremendous pressure from collection of loans from Industry.

NPA''s of all major finance companies/Banks have increased to a great extent. There was intention by the entities who have taken loans to repay, but the stagnant economy and drying up of new projects, which led to vast overcapacities across sectors, had forced them to defer payments with consultations with the lenders.

With a new Government having been formed in at the Central level there is a wave of optimism in industrial and financial sectors and with decisions being taken for clearances of projects of over 21000 crores by the Government, there is full hope of high growth for the economy which would result in the financial sector gaining back its robust health.

Your Company is in the policy of giving short term loans which are fully backed by Assets/securities of at least 1.25-1.50 times the value of outstanding loans. Moreover the loans are given based on scrutiny of paying capacity and risk involved. Certain exposures to a group of companies who have good and long relationship in the past have become NPAs. CIL has good relationship with them but due to unforeseen developments in the said groups( due to economic conditions prevalent in the country), the repayment commitments could not be met in time by them on due dates and even subsequently. Though the Company is fully confident of recoveries in these accounts. However as a prudent business practice and as per the rules prescribed by RBI the company has made provisioning in such accounts. This has resulted in net loss during the financial year.

With respect to the loan given to Mr. Pawankumar Sanwarmal, your company has received an amount of Rs. 2,09,87,500/- which was in reconciliation as on the date of Balance Sheet ( Pl refer Auditors report). A provision of 10% has been made on the outstanding balance amount i.e on Rs. 42,02,83,250/- according to the Reserve Bank of India norms.

However, the said group of accounts are secured by mortgage of properties which are more than sufficient to cover the entire dues from the said group. During the year 2014-15, the management is confident of realising these dues.

With respect to the Capital Advance given to Mr. Amit Dhanuka towards purchase of property, your company has made a provision of 10% instead of 100% as per RBI norms. This is mainly because your company has received near about half of the amount i.e Rs. 2,82,34,788/- out of the total amount during the financial year and made a 10% of the provision on the balance amount i.e on Rs. 3,1 7,98,134/-.

FINANCIAL HIGHLIGHTS:

Consolidated Revenues :

The total consolidated income of the Company for the FY 2013-14 comprises operating revenues of Rs. 1230.40 Lacs and other income of Rs. 1.15 lacs as compared to previous fiscal operating revenues of Rs. 1527.72 lacs and other income of Rs. 10.52 lacs.

Standalone Revenues:

During the fiscal 2014, the gross operational income of the Company stood at Rs. 1155.26 Lacs as compared to previous fiscal of Rs. 1426.57 Lacs.

Consolidated Profits / (Loss):

Loss stood at Rs. (291.11) Lacs before tax and loss after Tax stood at Rs. (323.22) Lacs as compared to previous fiscal Profit before Tax (PBT) stood at Rs. 344.25 Lacs and Profit after Tax (PAT) stood at Rs. 265.15 Lacs.

Standalone Profits / (Loss) :

Loss stood at Rs. (318.16) lacs before tax and loss after tax stood at Rs. (350.26) lacs for the fiscal 2014 as compared to the previous year profit before tax Rs. 251.56 lacs and after tax Rs. 1 72.56 lacs.

Your company already intimated you regarding wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates. During the fiscal 2014, the gross operational income of the subsidiary stood at AED 4.91 lacs and Operating Profit for the fiscal 2014 stood at AED 1.74 lacs as compared to the previous year AED 7.74 lacs and profit AED 6.43 lacs. Further during the year your company has sold the shares of M/s. Luharuka Tradelink Private Limited, an Indian Company and it is no longer subsidiary of your company.

The standalone net worth of your company at the year end stands at Rs. 8689.94 Lacs which translated to a book value of Rs. 2.72/-. The consolidated net worth of your company at the year end stands at Ra. 8823.80 lacs which translated to a book value of Rs. 2.76/- per share of face value of Re. 1/-.

DIVIDEND:

Due to the provisional loss, your directors do not propose any dividend for the accounting year ended 31st March 2014.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mrs. Annu Agrawal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

During the year Mr. Anil Kumar S Nevatia has been appointed as an additional director of the company with effect from 8th February 2014. Further Mr. Anand Agarwal, Director of the company was resigned on 8th February 2014.

Mr. Janak G Mehta, Mr. Anil Kumar S Nevatia and Mr. Jugal C Thacker, directors of the Company, are being appointed as independent directors for five consecutive years for a term upto the conclusion of the 25th Annual General Meeting of Company in the 2019, as per provisions of Section 149 and other applicable provisions of the Companies Act 2013. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 at the end of the financial year 2013-2014 and of the profit and loss of the Company for the period;

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

(iv) The annual accounts have been prepared on a going concern basis.

COMMENTS ON AUDITOR''S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

With respect to the loan given to Mr. Pawankumar Sanwarmal, your company has received an amount of Rs. 2,09,87,500/- which was in reconciliation as on the date of Balance Sheet (Pl refer Auditors report). A provision of 10% has been made on the outstanding balance amount i.e on Rs. 42,02,83,250/- according to the Reserve Bank of India norms.

However, the said group of accounts are secured by mortgage of properties which are more than sufficient to cover the entire dues from the said group. During the year 2014-15, the management is confident of realising these dues.

With respect to the Capital Advance given to Mr. Amit Dhanuka towards purchase of property, your company has made a provision of 10% instead of 100% as per RBI norms. This is mainly because your company has received near about half of the amount i.e Rs. 2,82,34,788/- out of the total amount during the financial year and made a 10% of the provision on the balance amount i.e on Rs. 3,1 7,98,134/-.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

SUBSIDIARY COMPANIES :

Your company has already intimated you regarding 100% wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates which was incorporated on 25th January 2012 Further during the year your company has sold the shares of M/s. Luharuka Tradelink Private Limited, an Indian Company and it is no longer subsidiary of your company.

The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries Viz., Directors Report, Auditor''s Report, Balance Sheet and profit and Loss Account are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide letter No. 47/15/201 1-CL-III dated 27th January 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. A statement pursuant to the provisions of Section 212(1)(e) of the Act appears elsewhere in the Annual Report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits as on 31st March 2014 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2013-14 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the BSE Limited and Jaipur Stock Exchange Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1 956, the Cash flow Statement for the year ended 31.03.2014 is annexed here to.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, BSE Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place : Aamby Valley ANIL AGRAWAL Dated: 02.08.2014 Chairman & Managing Director

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Mar 31, 2013

To the Members of the Company,

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31a March 2013. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS STANDALONE STANDALONE CONSOLIDATED YEAR ENDED YEAR ENDED YEAR ENDED 31st MARCH 2013 31st MARCH 2012 31sT MARCH 2013

Income from Operations 1426.57 1610.64 1538.24

Profit Before Depreciation and Taxes 261.65 303.71 354.35

Less: Depreciation (10.09) (11.23) (10.10)

Less : Provision for

(a) Income tax (80.97) (81.00) (81.07)

(b) Deferred tax (3.32) 1.80

Income Tax paid of Earlier years 8.17 0.17

Profit for the Year 172.56 208.16 265.15

Add: Brought forward from last year 308.76 216.60 308.77

Distributable Profits 481.32 424.76 573.92

Appropriated as under:

Transfer to Special Reserve (34.51) (41.63) (34.51)

Proposed Equity Dividend (63.98) (63.98) (63.98)

Tax on Distributed Profits (10.87) (10.38) (10.87)

Balance Carried Forward to Balance sheet 371.95 308.761 464.56

FINANCIAL HIGHLIGHTS:

Consolidated Revenues:

The total consolidated income of the Company for the FY 2012-13 comprises operating revenues of Rs. 1527.72 Lacs and other income of Rs. 10.52 lacs for the current year.

Standalone Revenues:

During the fiscal 2013, the gross operational income of the Company stood at X 1426.57 Lacs as compared to previous fiscal ofRs. 1610.64 Lacs.

Consolidated Profits:

Profit before Tax (PBT) stood at X 344.25 Lacs. Profit after Tax (PAT) stood at Rs. 265.15 Lacs.

Standalone Profits:

Profit after tax for the fiscal 2013 has declined to Rs. 172.56 lacs as compared to the previous year 208.16 lacs

Your company already intimated you regarding wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates. During the fiscal 2013, the gross operational income of the subsidiary stood at AED 773,700 and Operating Profit for the fiscal 2013 stood at AED 643,125.

Further during the year M/s. Luharuka Tradelink Private Limited, an Indian Company became the subsidiary of your company with effectfrom 1a January, 2013.

The net worth of your company at the year end stands at Rs. 9033.76 Lacs which translated to a book value of Rs. 2.82/- per share of face value of Re. 1/-.

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2012-13 on Equity Shares of Re.1/- each at Rs. 0.02 paise per share equivalent to 2% aggregating to Rs. 63,98,762/- (Rupees Sixty three Lacs Ninety Eight thousand Seven Hundred and Sixty two Only)

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mrs. Annu A Agrawal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 at the end of the financial year 2012-2013 and of the profit and loss of the Company for the period;

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

(iv) The annual accounts have been prepared on a going concern basis.

COMMENTS ON AUDITOR''S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub section (1B) of Section 224 of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement. Members are requested to consider their reappointment.

SUBSIDIARY COMPANIES :

Your company has already intimated you regarding 100% wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates which was incorporated on 25* January 2012

Further during the year M/s. Luharuka Tradelink Private Limited, an Indian Company became the subsidiary of your company with effect from 19 January 2013.

The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries Viz., Directors Report, Auditor''s Report, Balance Sheet and profit and Loss Account are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide letter No. 47/15/2011 -CL-MI dated 27th January 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. A statement pursuant to the provisions of Section 212(1 )(e) of the Act appears elsewhere in the Annual Report.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits as on 31st March 2013 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2012-13 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed. LISTING

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash flow Statement for the year ended 31.03.2013 is annexed here to. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1. SYSTAMATICALLY IMPORTANT COMPANY:

Your company total assets size has crossed 100 crores and as per the RBI norms your company became Systematically Important Company and our company regularly complying the various compliances with RBI accordingly.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, Bombay Stock Exchange Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

sd/-

ANIL AGRAWAL

Chairman & Managing Director

Place: Mumbai

Dated:18.07.2013

---

Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2012. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED

31st MARCH 2012 31st MARCH 2011

Income from Operations 1610.64 11818.56

Profit Before Depreciation and Taxes 303.71 189.42

Less: Depreciation (11.23) (8.39)

Less : Provision for

(a) Income tax (81.00) (19.00)

(b) Deferred tax (3.32) (0.78)

Income Tax paid of Earlier years - (3.67)

Profit for the Year 208.16 157.58

Add: Brought forward from last year 216.60 165.15

Distributable Profits 424.76 322.73

Appropriated as under :

Transfer to Special Reserve (41.63) (31.52)

Proposed Equity Dividend (63.98) (63.98)

Tax on Distributed Profits (10.38) (10.63)

Balance Carried Forward to Balance sheet 308.76 216.60

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2011-12 on Equity Shares of Rs. 1/- each at Rs. 0.02 per share equivalent to 2% aggregating to Rs. 63,98,762/- (Rupees Sixty three Lacs Ninety Eight thousand Seven Hundred and Sixty two Only)

FINANCIAL HIGHLIGHTS:

During the fiscal 2011-12, Company has grown its spectrum of financial operations and increased its advances portfolio to Rs. 8031.86 Lacs and the interest income of the Company have been stood at Rs. 983.78 Lacs which has grown multifold as compared to preceding fiscal ofRs. 659.41

During the fiscal 2012, the gross operational income of the Company stood at Rs. 1610.64 Lacs as compared to previous fiscal ofRs. 11818.56 Lacs. However profit after tax for the fiscal 2012 stood at Rs. 208.16 lacs as compared to the previous year Rs. 1 57.58 lacs.

Your company has incorporated a 100% wholly owned subsidiary in the name of Fin solution Services FZE, in United Arab Emirates on 25th January 2012.

The net worth of your company at the yearend stands at Rs. 8928.66 Lacs which translated to a book value of Rs. 2.79 per share of face value of Rs. 1.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Jugal C Thacker, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable-accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 at the end of the financial year 2011-2012 and of the profit and loss of the Company for the period;

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

(iv) The annual accounts have been prepared on a going concern basis.'

COMMENTS ON AUDITOR'S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub section (1B) of Section 224 of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement. Members are requested to consider their re-appointment.

Utilization of Proceeds of Rights Issue:

The statement of projected utilization of the Rights Issue proceeds as per Letter of Offer dated 27th May 2010 against actual utilization as on 31st March, 2012 is as follows:

(Rs. in Lacs)

Proceeds of Rights Issue 6398.76

Actual Utili zation of Actual Utili zation of

Objects of the Proposed Utili zation of Rights Issue Rights Issue Proceeds Rights Issue Proceeds Rights Issue Proceeds 2010-11 2011-12

Capital for financing activity:

Margin funding, loan against shares & 3000 1530 782 securities

Loan against properties 1000 440 103.04

Corporate loan, bill discounting, 1000 1231.21 1100

working capital loan

Arbitrage activity 800 800*

Acquisition of Shares of Comfort 330 385

Securities Pvt Ltd

Brand building 160 Nil -

Rights Issue Expenses 108.76 27.51 -

Total 6398.76 4413.72 1985.04

* Signifies the Payment to Broker against bills as well as for Margin requirements.

SUBSIDIARY COMPANY:

Your company has incorporated a 100% wholly owned subsidiary in the name of Fin solution Services FZE, in United Arab Emirates on 25th January 2012

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2011-12 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash flow Statement for the year ended 31.03.2012 is annexed here to.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 21 7(1 He) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, Bombay Stock Exchange Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

Sd/-

ANIL AGRAWAL

Place : Mumbai Chairman & Managing Director

Dated: 14.07.2012

---

Mar 31, 2011

The Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March, 2011. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH 2011 31ST MARCH 2010

Income from Operations 11818.36 4425.88

Profit Before Depreciation and Taxes 196.93 287.51

Less: Depreciation (8.38) (5.42)

Less: Provision for

(a) Income tax (19.00) (71.75)

(b) Deferred tax (0.78) (0.68)

Income Tax paid of Earlier years (3.67) (0.92)

Provisions for Loans & Advances (7.51) (10.53)

Profit for the Year 157.58 198.21

Add: Brought forward from last year 165.15 100.16

Distributable Profits 322.73 298.37

Appropriated as under:

Transfer to Special Reserve (31.52) (39.64)

Proposed Equity Dividend (63.98) (79.98)

Tax on Distributed Profits (10.63) (13.59)

Balance Carried Forward to Balance Sheet 216.60 165.15

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2010-11 on Equity Share of Re.1/- each at Rs. 0.02 per share equivalent to 2% aggregating to Rs 63,98,762/- (Rupees Sixty Three Lacs Ninety Eight Thousand Seven Hundred and Sixty Two Only)

FINANCIAL HIGHLIGHTS:

During the Fiscal 2010-11, Company has grown its spectrum of financial operations and increased its advances portfolio to Rs. 4236.57 Lacs and the interest income of the Company have been stood at Rs. 659.41 Lacs which has grown multifold as compared to preceding fiscal of Rs. 193.91 Lacs.

The recently launched software division of the Company has posed the export turnover of Rs. 126.36 Lacs. However this fiscal, Company profits have been marginally declined from Rs. 198.21 Lacs in fiscal 2010 to Rs 157.58 Lacs. This was mainly due to provisioning on advances as well as writing off some of its sub -tandard advances and also to mark to market provisions on shares held by Company.

The net worth of your Company at the year end stands at Rs. 8787.48 Lacs which translated to a book value of Rs. 2.75 per share of face value of Re. 1/-.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Janak Mehta, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 at the end of the financial year 2010-2011 and of the profit and loss of the Company for the period;

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

(iv) The annual accounts have been prepared on a going concern basis.

COMMENTS ON AUDITORS REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1 )(h) of the Listing Agreement. Members are requested to consider their re-appointment.

RIGHTS ISSUE :

Your Company has already informed you all, about the Rights issue of 15,99,69,040 Equity shares of Re. 1/- each at premium of Rs. 3/- each on a rights basis to the existing equity shareholders of the Company in the ratio of 1 (One) equity share for every 1 (One) equity share held aggregating Rs. 6398.76 Lacs. The process has been completed successfully and the paid up capital of the Company has been increased to Rs. 31,99,38,080/- from Rs.15,99,69,040/-

UTILIZATION OF PROCEEDS OF RIGHTS ISSUE:

The statement of projected utilization of the Rights Issue proceeds as per Letter of Offer dated 27th May, 2010 against actual utilization as on 31st March, 2011 is as follows:

(Rs. in Lacs)

Proceeds of Rights Issue 6398.76

Objects of the Rights Issue Proposed Utilization Actual Utilization of of Rights Issue Rights Issue Proceeds Proceeds Capital for financing activity:-

Margin funding, loan against shares & securities 3000 1530

Loan against properties 1000 440

Corporate loan, bill discounting, working capital loan 1000 1231.21

Arbitrage activity 800 800*

Acquisition of Shares of Comfort Securities Pvt Ltd 330 385

Brand building 160 Nil

Rights Issue Expenses 108.76 27.51

Total 6398.76 4413.72

* Signifies the Payment to Broker against bills as well as for Margin requirements.

The Balance fund has been invested in Fixed Deposits, Shares and Securities and lying in Bank Accounts.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2010-11 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the Company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 21 7(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31 st March, 2011 is annexed hereto.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve Bank of India, Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your Company by the bankers, customers as well as the investing community and look forward to their continued support.

For and On behalf of the Board Sd/-

ANIL AGRAWAL Chairman & Managing Director

Place : Mumbai Dated : 30.05.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2010. The financial results of the Company are summarized below:

I.FINANCIAL RESULTS:

PARTICULARS YEAR ENDED YEAR ENDED 31st MARCH 31st MARCH 2010 2009

Income from Operations 4425.88 2606.56

Profit Before Depreciation and Taxes 287.51 107.46

Less : Depreciation (5.42) (5.88)

Less : Provision for (a) Income tax (71.75) (15.00)

(b) Deferred tax (0.68) (0.53)

© Fringe Benefit tax - (0.50)

Income Tax paid of Earlier years (0.92) -

Doubtful Debts (10.53) -

Profit for the Year 198.21 85.55

Add: Brought forward from last year 100.16 87.86

Distributable Profits 298.37 173.41

Appropriated as under:

Transfer to Special Reserve (39.64) (17.11)

Proposed Equity Dividend (79.98) (47.99)

Tax on Distributed Profits (13.59) (8.16)

Balance Carried Forward to Balance sheet 165.15 100.16

2. DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2009-10 on Equity Shares of Rs. 1 /- each at 0.05 paise per share equivalent to 5% aggregating to Rs 79,98,452/- (Rupees Seventy Nine Lakhs Ninety Eight thousand Four Hundred and Fifty Two Only)

3. OUTLOOK:

With the availability of the funds, your company has started on the path of exponential growth. Your Company plans to retain its exposure in the capital markets as well as increase its area of activity in the finance and project finance area.

Your Company has decided to diversify into IT business through exports of software, portal development, designing etc your Company has recently received the approval to operate as Software Technologies Park Unit for its office situated at Indore. Recently your company has commenced the operations into information technology services.

With the initiatives being taken by your company, the Board feels confident of increasing turnover and profit substantially in the next financial year.

4. REVIEW OF OPERATIONS:

The gross income from operations has recorded a significant increase in the current year as comparison to the previous year and as a result the profits for this year has doubled as comparison to the previous year. Your directors are taking reasonable steps to increase the more profits in the coming year.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Anand Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 at the end of the financial year 2009- 2010 and of the profit and loss of the Company for the period;

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

(iv) The annual accounts have been prepared on a going concern basis.

7. COMMENTS ON AUDITORS REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the small staff strength.

8.AUDITORS:

M/S. BANSAL BANSAL & CO., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

9. INCREASE IN AUTHORISED CAPITAL OF THE COMPANY:

Your Company has already intimated you regarding the increase in Authorized capital of the Company from Rs. 17 Crores to 40 Crores and accordingly your approval has also taken in the general meeting held on 21" November, 2009 by passing the special resolution and got the approval for the above from Registrar of Companies.

10. SUB DIVISION OF EACH EQUITY SHARE FROM RS. 10/-TO RS. 1/-:

Your company has already intimated you regarding the sub division of face value of each equity share from Rs. 10/- to Rs. 1 /- and accordingly your company has got the permission from the relevant authorities for the sub division and presently your company paid up capital is Rs. 15,99,69,040/- i.e 159969040 Equity Shares ofRs. 1/-each.

11. RIGHTS ISSUE:

Your company has already intimated you regarding the proposed Rights issue of the company and accordingly your company has got the approval for the same from the BSE vide letter no. DCS/PREF/J A/IP- RT/1595/09-10 dated February 10, 2010 and from the Securities Exchange Board of India vide letter no. CFD/DIL/ISSUES/SPA/G/195861/2010 dated 15* March, 2010 and now your company has in the process of opening the issue.

12. REGISTRATION UNDER SOFTWARE TECHNOLOGY PARKS OF INDIA:

Your Company intends to diversify into IT business through exports of software, portal development, designing etc. In view of the same, your Company has made an application on 1st October, 2009 for STPI, Indore for getting registered as STPI unit and your company has received the letter of permission vide letter no. STPI-lndore/S-107/2009-10/2458/10360 Dated December 16,2009

13. CONSTITUTION OF REMUNERATION COMMITTEE:

Your Company has constituted the Remuneration committee according to the Clause - 49 of the Listing Agreement on 3rd September, 2009 with an independent and non executive directors namely Mr. Jugal C Thacker, Mr. Janak Mehta and Mr. Anand Agarwal.

14. TRADE MARK REGISTRATION:

Your Company has made an application for the logo registration to Trade Mark Registry in the year 2007 and your company logo has been registered with Trade Mark Registry vide Trade Mark No.1559010 in respect of Financial Affairs, Monetary Affair

15.ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

Place : Mumbai FOR AND ON BEHALF OF THE BOARD

Dated: 05.06.2010 Sd/-

ANILAGRAWAL Chairman & Managing Director

---

Mar 31, 2000

The Directors have pleasure in presenting the Sixth Annual Report on the business and operation of your Company with Audited Accounts for the year ended 31st March, 2000 The financial results of the Company are summarised below :

1. FINANCIAL RESULTS :

Year ended Year ended 31st March 31 st March 2000 1999

Income from Software Operations 172.21 --

Income from Other Activities 924.64 95.78

Total Income 1096.86 95.78

Profit for the year before Depreciation & Tax 68.06 23.39

Leas : Depreciation 0.73 7.74

: Provision for taxation/other adjst. 0.89 0.00

Balance available for appropriation 68.21 15.65

During the year under review, your Company ventured into the business of Information Technology and started activities like Software Development, Software Training & • Education, Software Consultancy and Web Designing & Hoisting. The Company has started on a good note and has increased its Total Income to more then 11 times and Net Profit to more then 400%. Your Directors expect to sustain this growth by expanding operations in these areas of new technologies. Your Directors have pleasure in in- forming you about the commencement of Software Train- ing & Education Division of your Company under the brand name of AIIT" and the Company intends to make this a household name in the near future. The name of the Company has also been changed to COMFORT INTECH LIMITED during the year from COMFORT FININVEST LIMITED

2. DIVIDEND :

In view of expansion program envisaged by the Company in the very near future Your Directors wish to retain the earnings in the Company and accordingly do not recom- mend any dividend for the year ended 31st March, 2000.

3. REVIEW OF OPERATIONS :

Your Company is well-geared to advantageously tap the opportunities provided by the continuing liberalisation in diversified fields by offering quality services. The Actual results for the year are not comparable with the projected results as per the prospectus dated 24th June, 1995 to be given as per the clause 43 of the listing agreement in view of the new activities started by the Company. However, the same is being given below for the sake of requirement.

ACTUALS V/S. PROJECTIONS :

Performance Projections

Total Income 1096.85 675.39

Profit after tax 68.21 376.93

Dividend (%) Nil 35%

Earning Per Share (annualised) 1.71 9.42

4. COMMENTS ON AUDITORSREPORT :

The notes referred to in Auditors Report are self explana- tory and as such they do not call for any further explana- tions as required under section 217(3) of the Companies Act, 1956.

6. DIRECTORATE :

Shri Bharat Shiroya, Director of your Company, retires by rotation and being eligible, offer himself for reappointment.

6. AUDITORS :

M/S. ASHOK & ASHOK, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligi- ble offer themselves for re-appointment as Auditors of the Company, they have furnished the necessary certificates of their eligibility under section 224 (1) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, read with Companies (par- ticulars of employees) Rule 1975 is not applicable.

8. ACKNOWLEDGEMENT :

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company dur- ing the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your com- pany by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

ANIL AGRAWAL

Chairman

Mumbai, July 1st, 2000