Comfort Commotrade Ltd Directors Report

To the Members of the Company,

Your directors have pleasure in presenting the 18^th (Eighteenth) Annual Report of Comfort Commotrade Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ("F.Y.") 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
	2024-2025	20232024	2024-2025	20232024
Revenue from Operations	3332.17	3185.37	3506.94	3185.37
Other operating Income	36.34	40.98	36.50	41.15
Total Income	3368.51	3226.35	3543.44	3226.52
Less: Total Expenditure	2733.56	886.34	2939.22	963.96
Profit before Tax	634.95	2340.00	604.22	2262.56
Less: Current Tax Expenses	213.67	107.07	213.67	107.07
Less: Deferred Tax	(44.38)	483.92	(44.38)	483.92
Less: Tax of earlier years	4.71	0.49	4.71	0.49
Profit for the year before other comprehensive income/loss	460.95	1748.52	430.22	1671.08
Profit for the year after other comprehensive income/loss	457.89	1750.02	427.16	1672.58
Earnings Per Share (EPS) (Basic & Diluted)	4.60	17.45	4.29	16.68

2) FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Your Company is currently engaged in the business of Commodity Broking and is a Member of MCX. It offers trading in many commodities such as bullion (gold, silver), energy (crude oil, natural gas) metals, food grains (rice, maize), spices, oil and oil seeds and others.

The Audited (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"), which have been reviewed by the Statutory Auditor of the Company.

During the year under review, your Companys total revenue from operations on standalone basis has changed to 3332.17 lakh as compared to 3,185.37 lakh in the previous financial year. However, the Company has made net profit before other comprehensive income/loss amounting to 460.95 lakh as compared to 1,748.53 lakh in the previous financial year.

During the year under review, your Companys total revenue from operations on consolidated basis has changed to 3506.94 lakh as compared to 3,185.37 lakh in the previous financial year. However, the Company has made net profit before other comprehensive income/loss amounting to 430.22 lakh as compared to 1,671.08 lakh in the previous financial year.

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 and Auditors Report, Standalone and Consolidated Cash Flow Statement, Directors Report, Corporate Governance Report "together with Notes and Annexures" thereto are available on the website of the Company at https://www.comfortcommotrade.com/investor- relations.

Further, a detailed analysis of Companys 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 0.5/- per equity share of 10/- each, i.e. equivalent to 5% on the paid-up equity share capital of the Company for the financial year ended March 31, 2025 at their Meeting held on May 06, 2025 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

4) SHARE CAPITAL

During the year under review, there has been no change in share capital of the Company.

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025 was 10,02,00,000/- (Rupees Ten Crore Two Lakh Only) divided into 1,00,20,000 equity shares of 10/- each.

Further, there was no public issue, rights issue, bonus issue or preferential issue etc., during the financial year. Furthermore, 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

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, the Company has not transferred any amount to the General Reserves. The closing balance of the total retained earnings of the Company for financial year 2024-25, after all appropriation and adjustments was ^3800.53 lakhs.

6) LISTING WITH THE STOCK EXCHANGE

Your Companys equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the financial year 2025-26 has been paid to the stock exchange.

7) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has one Wholly-Owned Subsidiary ("WOS") Company namely Anjali Tradelink FZE and has no other associate companies or joint ventures within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2025. During the year, there has been no material changes in the nature of the business of the WOS Company and no Company became or ceased to be a subsidiary company, associate company or joint venture of the Company.

Further, the report on the performance, financial position and overall contribution to Companys profitability of the WOS Company 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

Your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) 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.

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 is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by the SEBI Listing Regulations and the Act. The Company strives to achieve fairness for all stakeholders and to enhance long-term value to Shareholders. 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 Whole-time Director & Chief Financial Officer of the Company forms an integral part of this Annual Report.

11) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. 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 Companys daily operations lies with the senior management team.

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. As on March 31, 2025, the Board of Directors of your Company consisted of Five (5) Directors, out of which, two (2) Directors are Non- Executive Independent Directors, one (1) Non-Executive Non-Independent Director, one (1) Non-Executive Non-Independent Women Director, who is also the Chairperson and Managing Director and one (1) Whole-Time Director, who is also the Chief Financial Officer of the Company.

Following were the Directors as on March 31, 2025:

Sr. No. Name of the Person	DIN	Category
1 Mrs. Apeksha Kadam	08878724	Non-Executive - Non-Independent Woman Director, Chairperson
2 Mr. Rajeev Pathak	08497094	Whole Time-Director & Chief Financial Officer
3 Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
4 Mr. Milin Ramani	07697636	Non-Executive - Independent Director
5 Mr. Ankur Agrawal	06408167	Non-Executive - Non-Independent 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 cessation/resignation by 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 18^th Annual General Meeting ("AGM") 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 and Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the 18^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. 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.

B. Independent Directors

The role of an Independent director includes providing unbiased oversight, bringing expertise and diverse perspectives to board deliberations, ensuring effective governance, safeguarding minority shareholders interests, and overseeing management decisions to enhance transparency and accountability.

The Company, based on the recommendation of the Nomination and Remuneration Committee and Board, has appointed Independent Directors from diversified field who have adequate experience, skills and capabilities required for the perform roles of Independent Directors. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified in the Act and SEBI Listing Regulations regarding independence. There were no changes in Independent Directors during the year under review.

Meetings of Independent Directors:

During the year under review, the Independent Directors met on February 14, 2025 as per Schedule IV of the Act and the Rules thereunder to discuss the affairs of the Company and inter alia to:

1. Review the performance of Non- Independent Directors and the Board of Directors as whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

3. Access the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Meeting was attended by all the Independent Directors as on that date and Mr. Devendra Lal Thakur acted as Lead Independent Director for the said Meeting. The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express its views on matters transacted at the meetings and the openness and transparency with which the Management discusses various subject matters specified in the agendas of meetings.

II. Key Managerial Personnel (KMP)

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 Person	Designation
1 Mr. Rajeev Pathak	Whole-Time Director & Chief Financial Officer
2 Mrs. Nidhi Rohit Grover*	Company Secretary & Compliance Officer

*The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee had considered and approved the appointment of Mrs. Nidhi Rohit Grover as Company Secretary & Compliance Officer of the Company with effect from September 02, 2024.

*Post the financial year, the following changes took effect:

1. Ms. Nidhi Rohit Grover resigned as Company Secretary & Compliance Officer of the Company, with effect from closure of business hours of July 29, 2025.

2. The Board of Directors of the Company, had considered and approved the appointment of Ms. Sakshi M. Shah as Company Secretary & Compliance Officer of the Company with effect from July 30, 2025.

III. Directors 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, their committees, individual director and the Board as whole.

The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, their committees and other individual Directors 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.

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 14, 2025, excluding the independent director being evaluated.

In a separate meeting of Independent Directors held on February 14, 2025, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and assessed the quality, quantity and timeliness of flow of information between the Companys 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 and Non-Executive Directors.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Companys 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 their ability to discharge their 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 www.comfortcommotrade.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.

V. Familiarization program for Independent Director(s):

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors.

The Company has adopted a structured programme for orientation of all Directors including the Independent Directors so as to familiarize them with the Company its operations, business, industry, environment in which it functions, Indian and global macro-economic front and the regulatory regime applicable to it. The Management updates the Board Members on a continuing basis of any significant changes therein and provides them an insight to their expected roles and responsibilities so as to be in a position to take well-informed and timely decisions and contribute significantly to the Company.

Details of the familiarization program on cumulative basis are available on the Companys website at www.comfortcommotrade.com/investor-relations. The familiarization program aims to provide the Independent Directors understanding with respect to 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 2024-25 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date are 9 and the time spent by Independent Directors is in the range of 16 hours. The policy on Companys familiarization program for independent directors is hosted on the Companys website at www.comfortcommotrade. com/investor-relations.

VI. Board and Committee Meetings:

During the financial year 2024-25, Five (5) Board Meetings and Ten (10) 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;

The Company 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.

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committee are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from its committees were accepted by the Board.

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, the Members of the Company at the 15^th AGM held on September 29, 2022 had approved the appointment of M/s. Ankush Gupta & Associates, Chartered Accountants, (FRN: 149227W), as the Statutory Auditor of the Company for a period of 5 consecutive years to hold office from the conclusion of the 15^th AGM till the conclusion of the 20^th AGM to be held in 2027.

M/s. Ankush Gupta & Associates, 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 of the Statutory Auditor along with the notes is enclosed with the Financial Statements.

The Statutory Auditor has issued unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2025. Further, the detailed opinions of auditor are forming part of financial statements for the year ended March 31, 2025.

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

b. 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, 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 the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3.

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

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.

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 at the ensuing Annual general meeting.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on February 14, 2025 approved appointment of M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the first term of five consecutive years with effect from April 1, 2025 to March 31, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting for issuing Secretarial Audit Report and Annual Secretarial Compliance Report. 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.

c. 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., Practicing Chartered Accountants, Mumbai which has performed the duties of Internal Auditor of the Company for the financial year 2024-25 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 Committee periodically reviews this 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 at the website of the Company at web-link at www.comfortcommotrade.com/ investor-relations. The detailed policy aspects are mentioned in Corporate Governance Report forming part of this Annual Report.

14) RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy in accordance with Section 134 of the Companies Act and Regulation 21 of the SEBI (LODR) Regulations. This policy outlines a structured framework of accountability and oversight, assigning responsibility for managing specific significant risks to designated managers across the organization. The Audit Committee plays a key role in assessing the effectiveness of the risk management systems.

The policy is designed to identify key risk elements and establish procedures for reporting these to the Board. The Board periodically reviews the Companys risk assessment and mitigation processes and formulates a Risk Management Strategy which includes the development of guiding principles for proactively identifying, analyzing, and mitigating material internal and external risks including, but not limited to, environmental, operational, financial, and business risks.

The risk management policy of the Company is placed on the website at: www.comfortcommotrade.com/ investor-relations.

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.comfortcommotrade.com/ investor-relations.

16) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered are at an arms 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 review and approval on quarterly basis.

There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report. 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. The said RPT policy and Report has been uploaded on the website of the Company and can be accessed at the following link: www.comfortcommotrade.com/investor-relations.

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 Exchange.

Some of our directors are also appointed as Directors in our group companies and loans issued to/ taken from such entities are disclosed in notes to the financial statements. No other loan/advances were given to any Company/ firm in which any of the Directors are interested except for those which are disclosed in the notes to financials.

17) WHISTLE BLOWER POLICY / VIGIL MECHANISM

A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential platform for employees and stakeholders to report concerns about unethical behaviour, misconduct, or illegal activities within the organization. It aims to foster a culture of transparency, integrity, and accountability, providing assurances that disclosures will be investigated promptly and impartially without fear of retaliation, thereby safeguarding the interests of all stakeholders and upholding ethical standards.

In compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, your Company has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Companys 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 Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys 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 redressal.

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 Companys website at www.comfortcommotrade.com/investor-relations.

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

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 in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. Further, the Company has also complied with the provisions related to the constitution/reconstitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment.

The Company has submitted Internal Committee Constitution Form and Annual Report for the Calendar Year 2024 as prescribed under the POSH Act.

The Company received no complaints pertaining to sexual harassment during the financial year 2024-25.

The Details of sexual harassment complaints pending, received and disposed of during the year are covered in the Corporate Governance Report, which forms part of this Annual Report.

19) ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) 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 2024-25 is available on Companys website at https://www.comfortcommotrade.com/investor-relations.

20) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, and to the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

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

vi. they have 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 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 Companys various businesses, internal controls and their adequacy, 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):

Your Company had 15 employees as on March 31, 2025. 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 employees 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 III and forms part of this Report.

23) 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 Companys 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.

24) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provision 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 Companys 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:

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

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

26) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Corporate Social Responsibility ("CSR") initiatives and activities are aligning with the requirements of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, Circulars, Notifications issued by MCA thereunder.

Pursuant to provisions of 135(5) of the Act, read with of the read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and MCA General Circular No. 14 /2021 dated August 25, 2021, during the financial year under review, the Company is required to spend at least two per cent of its average net profits made during the three immediately preceding financial years towards CSR.

Further, pursuant to provisions of Section 135(9) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and MCA General Circular No. 14/2021 dated August 25, 2021, where the amount required to be spent by a Company on CSR does not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee, in such cases, shall be discharged by the Board of Directors of the Company. The amount required to be spent by the Company on CSR during the Financial year 2024-25 does not exceed fifty lakh rupees and accordingly, the Board of Directors of in their meeting held on August 12, 2022 dissolved the CSR Committee and thereafter all the functions of CSR committee are discharged and approved by the Board of Directors of the Company.

During the financial year 2024-25, the Company identifies rural development projects as the focused area for its CSR activity(ies). The Company has also place in a CSR Policy as approved by the Board and the same is available on the Companys website at www.comfortcommotrade.com/investor-relations.

The Report on CSR Activities is annexed to this Report as Annexure IV.

27) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

28) WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Whole Time Director ("WTD") 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 Listing Regulations for the financial year ended March 31, 2025 and the same forms part of this Annual Report.

29) 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.

30) COMPLIANCE WITH SECRETARIAL STANDARDS

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

31) 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 Companys website at www.comfortcommotrade. 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 Mrs. Apeksha Kadam, Managing Director 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.

32) 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.

• During the year, the Company has complied with the provisions relating to the Maternity Benefit Act 1961.

33) 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 Companys performance and for enhancing its inherent strength.

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

BY ORDER OF THE BOARD OF DIRECTORS OF COMFORT COMMOTRADE LIMITED
Sd/-	Sd/-
APEKSHA KADAM	RAJEEV PATHAK
CHAIRPERSON	WHOLE TIME DIRECTOR
& DIRECTOR	& CHIEF FINANCIAL OFFICER
DIN: 08878724	DIN: 08497094
DATE: JULY 29, 2025
PLACE: MUMBAI