Comfort Fincap Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Forty-Fourth (44th) Annual Report of Comfort Fincap Limited (‘Comfort Fincap Limited or ‘CFL or ‘the Company) together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

Financial Performance

The summary of Audited Financial Statement of the Company, for the financial year ended March 31, 2026 is summarized as under:

(Rs. In lakh, except EPS)

	Standalone		Consolidated
Particulars	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from Operations	1610.75	1331.09	1610.75	1331.09
Other Income	4.99	(18.27)	4.99	(18.27)
Total Revenue	1615.74	1312.82	1615.74	1312.82
Less: Total Expenditure	632.99	624.62	632.99	624.62
Profit before Tax	982.75	688.20	982.75	688.20
Less: Current Tax Expenses	264.15	217.92	264.15	217.92
Less: Deferred Tax	(31.02)	(23.66)	(31.02)	(23.66)
Less: Tax of earlier years	0.62	(15.91)	0.62	(15.91)
Profit for the year	749.00	509.85	749.00	509.85
Earnings Per Share (EPS)* - Basic	0.86	0.85	0.86	0.85
Earnings Per Share (EPS)* - Diluted	0.86	0.82	0.86	0.82

Closing balances in Reserve/Other equity:

(Rs. in lakh)

PARTICULARS	FY 2025-26	FY 2024-25
Special Reserve	956.45	806.65
Securities premium account	3,311.70	2,599.38
Retained Earnings	3,782.53	3,270.84
Other Comprehensive Income	(17.74)	(22.33)
Money received against Share Warrants	181.13	410.09
Total Reserves/ Other Equity	8214.07	7,064.62
Equity Share Capital	1,800.13	1,596.61
Net worth	10,014.20	8,661.23

A detailed breakdown of the above reserves is provided in the ‘Statement of Changes in Equity.

Results of Operations and the State of Companys Affairs

The Company (Standalone and Consolidated) Financials Statements for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards (IND-AS) notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”), read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and have been duly reviewed by the Statutory Auditors of the Company.

The Company is in compliance with the RBI Directions concerning the implementation of Indian Accounting Standards (Ind AS) applicable to Non-Banking Financial Companies (NBFCs), including the Reserve Bank of India (Non-Banking Financial Companies Financial Statements: Presentation and Disclosures) Directions, 2025, as amended from time to time.

Your Company has delivered a strong financial performance during the year under review, reflecting sustained growth in both revenue and profitability, as summarised below:

Financial Highlights (Rs. in lakh)

Particulars	Standalone	Consolidated	Standalone	Consolidated
	FY 2025-26	FY 2025-26	FY 2024-25	FY 2024-25
Revenue from Operations	1,610.75	1,610.75	1,331.09	1,331.09
Net Profit	749.00	749.00	509.85	509.85

On Consolidated basis, revenue from operations grew by 21% year-on-year, while net profit increased by 47%, reflecting the Companys improving operational efficiency and disciplined execution of its business strategy. The Standalone performance mirrors this positive trajectory, underscoring the strength of the Companys core lending operations.

This robust performance is a direct outcome of the Companys continued focus on strengthening its lending operations, enhancing operational efficiencies, maintaining prudent risk management practices, and ensuring strict compliance with the regulatory framework governing NBFCs.

A detailed analysis of the Companys operational and financial performance is provided in the Management Discussion and Analysis Report (“MDA”), which forms an integral part of this Annual Report.

Dividend

The Board of Directors has, based on the Companys financial results for FY 2025-26, recommended a Final Dividend of Rs. 0.10/- (Ten Paise Only) per equity share of Rs. 2/- (Rupees Two Only) face value each representing 5% of the Companys paid-up equity share capital for the financial year ended March 31, 2026. This recommendation remains subject to Shareholders approval at the forthcoming Annual General Meeting.

Pursuant to the provisions of the Income-tax Act, 2025, dividend income is taxable in the hands of the shareholders. Accordingly, the Company is required to deduct tax at source (TDS) on dividend payments at the rates prescribed under the Income-tax Act, 2025, as applicable.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at wwwcomfortfincap com

Transfer of Unclaimed Dividend Amounts and Concerned Shares to Investor Education and Protection Fund (“IEPF”)

Pursuant to Section 124(5) and 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer dividends remaining unpaid or unclaimed for seven consecutive years, along with the corresponding shares, to the Investor Education and Protection Fund (“IEPF”).

Accordingly, during the year under review, the Company transferred an unclaimed dividend of Rs. 5,02,671.25 pertaining to FY 2017-18, along with 1,535 equity shares of Re. 2/- each on which dividend remained unpaid/unclaimed for seven consecutive years, to the IEPF Authority.

Members who have a claim on dividend amounts and shares transferred to IEPF may claim the same from IEPF Authority by submitting an online application in e-Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed by them to the Nodal Officer of the Company, along with requisite documents enumerated in the e-Form No. IEPF-5.

Share Capital

Authorized, Issued, Subscribed and Paid-Up Share Capital

During the financial year under review, the Authorized Share Capital of the Company was increased from Rs. 25,00,00,000/- to Rs. 60,00,00,000/-. Consequently, the Capital Clause of the Memorandum of Association was duly altered, pursuant to the approval accorded by the Members via Postal Ballot on March 26, 2026.

As on March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood increased from Rs. 15,96,61,000/- comprising 7,98,30,500 equity shares of Rs. 2/- each to Rs. 18,00,13,000/- comprising 9,00,06,500 equity shares of Rs. 2/- each, fully paid-up.

Issue and Allotment of Share Warrants

During the financial year 2024-25, the Company issued and allotted up to 4,38,00,000 share warrants on a preferential basis, each warrant convertible into one equity share of face value of Rs. 2/- each, at an issue price of Rs. 9/- per warrant (including a premium of Rs. 7/- per warrant), to persons belonging to the Promoter and Promoter Group and the Non-Promoter category. The warrants were issued for a tenure not exceeding 18 months, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The aggregate amount to be raised upon full conversion of these warrants is up to Rs. 39.42 Cr.

On October 21, 2024, being the date of allotment, the Company received an aggregate amount of Rs. 9.85 Cr, being Rs. 2.25 per warrant, representing 25% of the issue price, as an upfront payment (“warrant subscription price”). The balance consideration of Rs. 6.75 per warrant, representing the remaining 75% of the issue price (“warrant exercise price”), was payable by the allottees at the time of exercising the conversion in respect of each warrant, within 18 months from the date of allotment.

Upon receipt of exercise requests from the warrant holders and balance 75% payment the Company converted the warrants into equity shares in multiple tranches, resulting in a corresponding increase in the paid-up share capital, as set out below:

Date	Warrants Converted	Equity Shares Allotted	Balance 75% Money Received (Rs.)
October 21, 2024	81,25,000	81,25,000	5.48 Cr.
January 22, 2025	1,19,65,000	1,19,65,000	8.08 Cr.
March 20, 2025	54,84,000	54,84,000	3.70 Cr.
May 06, 2025	76,76,000	76,76,000	5.18 Cr.
March 21, 2026	25,00,000	25,00,000	1.69 Cr.
April 17, 2026	80,50,000	80,50,000	5.43 Cr.
Total	4,38,00,000	4,38,00,000	29.57 Cr.

As on the date of this report, all 4,38,00,000 warrants issued by the Company have been fully converted into equity shares.

Capital Adequacy Ratio

The Companys Capital Adequacy Ratio as of March 31, 2026, is 69.96% as against 54.34% as at March 31, 2025. The minimum capital adequacy ratio prescribed by the Reserve Bank of India is 15%.

Transfer to Reserves

Under Section 45-IC (1) of Reserve Bank of India (‘RBI) Act, 1934, NBFCs are required to transfer a sum of not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Your Company has transferred an amount of Rs. 149.80 Lakhs to statutory reserves under section 45-IC (1) of the Reserve Bank of India Act, 1934.

Subsidiaries, Associates and Joint Ventures

The Company has one Associate Company namely, Lemonade Shares & Securities Private Limited (CIN: U67100MH2010PTC205455) and has no subsidiaries or joint venture within the meaning of Section 2(87) and 2(6) of the Act, respectively. During the financial year, there was no material change in the nature of the business of the Associate Company.

Further, no entity became or ceased to be a Subsidiary, Associate Company, or Joint Venture of the Company during the year.

Further, the report on the performance, financialposition and overall contribution to companys 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 Directors Report.

Public Deposits

Your Company, being a Non Deposit taking Non-Banking Financial Company, has neither invited nor accepted any deposits during FY 2025-26.

Material Changes affecting the Company

There were no material changes or commitments, affecting the financial position of the Company during the financial year 2025-26.

Material Developments in the Company

Change in Registered Office

The Board of Directors, at its meeting held on February 23, 2026, approved the proposal for shifting the Registered Office of the Company from the State of West Bengal to the State of Maharashtra, subject to the requisite statutory and regulatory approvals. The Members approved the proposal by way of a Special Resolution passed via Postal Ballot on March 26, 2026. The Company is currently in the process of obtaining the necessary approvals and completing the formalities for effecting the shift of its Registered Office. This shifting of the Registered Office will not have any impact on the operations, financial position, or business activities of the Company.

Product Launch

During the year, the Company expanded its product portfolio by launching new financialproducts as part of its strategy to deliver innovative, customer-centric and technology-driven financialsolutions. The Company continued to progress towards the complete digitization of its product offerings, with a focus on providing seamless digital experiences across both its existing and newly launched products through simplified onboarding, faster processing and enhanced customer convenience.

The following products were launched:

Consumer Durable Loans

During the year, the Company launched Easy Mobile Financing, a consumer durable loan product designed to enable customers to purchase smartphones through a fully digital and paperless financing journey. The product is currently being rolled out across the states of Gujarat and Rajasthan, offering loan approvals within five minutes with a seamless onboarding experience for customers and merchant partners alike.

This launch marks the Companys strategic entry into the retail consumer lending space, expanding its product portfolio beyond its traditional B2B offerings. The Company intends to leverage its NBFC credentials, BSE listing, and Pan-India operational framework to scale this offering and serve the underserved retail consumer segment.

As part of its long-term digital transformation strategy, the Company is progressively digitizing its entire product suite, including both existing and newly introduced products. The objective is to deliver a fully integrated, paperless and technology-enabled lending ecosystem that enhances customer experience, improves operational efficiency and enables faster, scalable and secure loan processing.

Particulars of Loans, Guarantees and Investments

The loans made, guarantee given or security provided in the ordinary course of business by an NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. Pursuant to Regulations 34(3) of the SEBI Listing Regulations, the particulars of loans / advances have been disclosed in the notes to financial statements.

Management Discussion and Analysis Report

A detailed overview of the industry structure, opportunities, risks, outlook, and future prospects of the Company is provided in the Management Discussion and Analysis Report, which forms an integral part of the Annual Report. The Management Discussion and Analysis Report provides comprehensive insights into the macroeconomic environment, sectoral developments, operational performance, risk management framework, and strategic initiatives undertaken by the Company.

Particulars of Remuneration

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 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 II of this report.

Directors and Key Managerial Personnel

The Composition of the Board of Directors of the Company is in conformity with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. As on March 31, 2026, the Board of Directors of your Company consisted of Five (5) Directors, out of which, Three (3) Directors are Non- Executive Independent Directors and Two (2) are Executive Directors, one of whom is the Chairperson related to the Promoter. Your Companys board comprises members with diverse professional expertise, knowledge, and experience, who provide strategic guidance and oversight across all facets of the Companys operations.

Details of Directors as on March 31, 2026 are as follows:

Sr. No.	Name of Directors	DIN	Category
1.	Mr. Ankur Agrawal	06408167	Chairperson and Executive Director
2.	Mrs. Nirmala Kanjar	11457740	Executive Director
3.	Mr. Milin Ramani	07697636	Non-Executive Independent Director
4.	Mr. Sanjeev Kumar Pandey	10718409	Non-Executive Independent Director
5.	Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director

Change in Directors

Cessation/Resignation: Mr. Devendra Lal Thakur resigned from the office of Non-Executive Independent Director of the Company with effect from October 28, 2025, before the completion of his tenure. His resignation was tendered on account of pre-occupation and other personal commitments. Mr. Thakur has also confirmed that there were no material reasons for his resignation as disclosed in his resignation letter.

Further, Mrs. Apeksha Kadam has resigned from the office of Non-Executive Non-Independent Director of the Company, with effect from the close of business hours on December 30, 2025. Her resignation was tendered on account of preoccupation and other personal commitments.

Appointment/Redesignation: During the year under review, the Shareholders approved the appointment of Mr. Sanjeev Kumar Pandey (DIN: 10718409) as Non-Executive Independent Director of the Company for a term of five (5) consecutive years, with effect from December 30, 2025.

Further, the Shareholders approved the appointment of Mr. Sanjiv Swarup (DIN: 00132716) as Non-Executive Independent Director of the Company for a term of five (5) consecutive years, with effect from January 15, 2026.The Company has received the requisite declarations from the aforesaid Directors confirming that they meet the criteria of independence as prescribed under the Act and the SEBI Listing Regulations.

During the year under review, the Board of Directors, at its meeting held on December 30, 2025, appointed Mrs. Nirmala Kanjar, Chief Financial Officerof the Company, as an Additional Director in the category of Non-Executive Non-Independent Director with effect from the same date. Thereafter, the Board, at its meeting held on January 15, 2026, approved the change in her designation and elevated her to the position of Executive Director with effect from January 16, 2026, in view of her proposed involvement in the day-to-day management and operational activities of the Company. Her appointment as an Executive Director was duly approved by the Shareholders of the Company through a Postal Ballot on March 26, 2026, and she shall be liable to retire by rotation in accordance with the provisions of the Act.

Director liable to retire by rotation: Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Executive Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Ankur Agrawal. Resolution for the said appointment and brief profileof Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetings are provided separately in the notice of the ensuing AGM which forms 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, the 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 www.comfortfincap.com. The detailed policy aspects are also mentioned in the Corporate Governance Report forming part of this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with the Rules made thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have further confirmed that there has been no change in the circumstances affecting their status as Independent Directors during the financial year under review.

The Independent Directors have confirmed that they are not aware of any circumstances or situations that exist or may reasonably be anticipated to impair or affect their ability to discharge their duties with objective and independent judgment, free from any external influence. They have further confirmed that they have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who are required to undergo the test have also successfully qualified the online proficiency self-assessment test.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors of the Company.

Non-Disqualification of Directors

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 year, two 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.

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 Companys website at www.comfortfincap.com.

Change in KMP: During the year under review, there were no appointment/resignation of KMP in the Company.

Following were the Key Managerial Personnel as on March 31, 2026 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 individual	Designation
1.	Mr. Bharat Shiroya	Chief Executive Officer
2.	Mrs. Nirmala Kanjar	Chief Financial Officer
3.	Ms. Sneha Mandelia	Company Secretary and Compliance Officer

Performance Evaluation

During the year under review, pursuant to the provisions of Act and SEBI Listing Regulations, the Annual Performance Evaluation of the Board, its Committees, Chairman and individual Directors was carried out through circulation of questionnaires. The evaluation framework covers key aspects such as composition, effectiveness, governance practices and contribution of Directors, and is periodically reviewed to align with regulatory expectations and evolving best practices.

The performance of the Board as a whole was assessed on parameters such as Board Composition & Quality, Board Meetings and Procedures, Board and Management Relations, and Stakeholder Value and Responsibility. The evaluation of individual Directors was based on their Knowledge, Diligence & Participation, Leadership, and Personal Attributes, among other criteria. The Committees were evaluated on their Functions and Duties, Management Relations, and Meeting Procedures. The evaluation of the Chairman, in addition to the general criteria applicable to all Directors, included Participation at Board/Committee Meetings, Managing Relationships, Knowledge and Skill, Personal Attributes, Independence, and Leadership.

Corporate Governance

Your Company remains committed to upholding the highest standards of transparency, accountability and ethical conduct in all its operations and adheres to the Corporate Governance requirements prescribed by SEBI. The Report on Corporate Governance for FY 2025-26, along with the Certificate issued by the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, is annexed in Corporate Governance report forms part of this Annual Report.

Meeting of the Board and its Committees

During the financial year 2025-26, Six (6) Board Meetings and Twelve (12) Committee Meetings were held. The Board has established following three mandatory Committees in compliance with the relevant provisions of Act and SEBI Listing

Regulations:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

Further, the Company also has constituted Risk Management Committee pursuant to the requirements of RBI Master Direction and a 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 Meetings and all of its Committees Meetings along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

committees were constituted, namely the Those Charged with Governance Postthefinancial

(TCWG) Committee, pursuant to the NFRA Circular, and the Asset Liability Management Committee (ALCO), pursuant to the RBI Master Directions. The details of these committees are provided in the Corporate Governance Report forming part of this Annual Report.

Code of Conduct for Prevention of Insider Trading

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”). The Company has also adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading.

Pursuant to the above, the Company has put in place adequate and effective system of internal controls including maintenance of a Structured Digital Database, to ensure compliance with the requirements of Insider Trading Regulations. Both the Codes are available on website of the Company at www.comfortfincap.com.

Corporate Policies

The Company is committed to upholding the highest ethical standards in all its business dealings. In compliance with the requirements of the SEBI Listing Regulations, it has adopted various policies applicable to listed entities. These policies are available on the Companys website at www.comfortfincap.com.

The Board periodically reviews and updates these policies to ensure alignment with regulatory changes and evolving compliance requirements.

The Key Policies are as follows:

Nomination and Remuneration Policy: Pursuant to the provisions of Section 134(3)(e) of the Act, read with Section 178(3) and 178(4) thereof, and Regulation 19 of the SEBI Listing Regulations, your Company has adopted a Policy on Appointment of Directors and Senior Management, and Succession Planning, to ensure orderly succession to the Board and Senior Management positions. The Policy, inter alia, lays down the criteria for determiningthequalifications,positive attributes, and independence of Directors.

Your Company has also adopted the policy on remuneration of Directors, Key Managerial Personnel and Employees in accordance with the provisions of section 178(3) and 178(4) of the Act.

The policy is available on the website of the Company at www.comfortfincap.com.

Risk Management Policy: The Company has adopted a Risk Management Policy in compliance with Section 134 of the Act, providing a framework for identifying, assessing, monitoring, and mitigating risks across its operations. Key risks are regularly reviewed and addressed through appropriate mitigation measures, with oversight from the Risk Management Committee and the Board. The Board periodically reviews the effectiveness of the risk management framework and strategies to manage operational, financial, business, and other significant risks.

The policy is available on the website of the Company at www.comfortfincap.com.

Whistle Blower Policy – Vigil Mechanism: Pursuant to Section 177(9) of Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a Whistle Blower Policy - Vigil Mechanism to provide a secure platform for reporting unethical practices, fraud, misconduct, or violations of the Companys policies and applicable laws. The Audit Committee oversees the implementation of the mechanism, and employees have direct access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at www.comfortfincap.com.

During the financial year 2025-26, no cases under the mechanism were reported and no personnel of the company have been denied access to the Chairperson of the Audit Committee.

Corporate Social Responsibility Policy: In compliance with the said provisions, the Board has adopted a Corporate Social Responsibility (CSR) Policy, which lays down the framework for undertaking CSR activities in the areas specified under Schedule VII of the Act.

The CSR Policy reaffirms the Companys commitment towards sustainable and inclusive growth and its endeavour to contribute meaningfully to the social and economic upliftment of the communities in which it operates. The policy is available on the website of the Company at www.comfortfincap.com.

During the financial year under review, the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company.

Auditors and Auditors Report

Statutory Auditor

Pursuant to the provisions of Section 139 of Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, the Members of the Company at the 40th AGM held on September 21, 2022 had approved the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants (FRN 110324W) as the Statutory Auditors of the Company for a further period of 5 consecutive years to hold office from the conclusion of the 40 th AGM till the conclusion of the 45th 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, 2026 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 Auditors Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer. Further, the Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Act.

Secretarial Auditor

The members of the Company in the 43rd Annual General Meeting held on September 12, 2025 had 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 the Secretarial Auditor of the Company to hold office for the term of consecutive years with effect from April 1, 2025 to March 31, 2030.

The said Secretarial Auditor Report in the Form MR-3 for the financial year 2025-26 is annexed as‘Annexure III to this Report and is self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in its Report for the year under review.

Internal Auditor

The Internal Auditor conducts periodic audits of the Companys operations, financial processes, and internal control systems to assess their adequacy and effectiveness. 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 2025-26 and their report is reviewed by the Audit committee from time to time.

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 are not applicable to the Company.

Compliance

The Company is registered with the Reserve Bank of India (“RBI”) as a NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. The Company conducts its business in compliance with the applicable provisions of the RBI Act, 1934 and the directions, guidelines, circulars and notifications issued by the RBI from time to time.

During the financialyear under review, the Company has complied with all applicable regulatory requirements and continues to adhere to the prudential norms, governance standards and compliance framework prescribed by the

Reserve Bank of India and other regulatory authorities. The Company remains committed to maintaining the highest standards of regulatory compliance and corporate governance in the conduct of its business operations.

Further, the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) compliance by the Company with the requirements of Regulation 17(8) read with Part B of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year ended March 31, 2026. The said certificate is annexed to the Corporate Governance Report and forms part of this Annual Report.

Compliance with Secretarial Standards of the Institute of Company Secretaries of India (“ICSI”)

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”) and approved by the Central Government under Section 118(10) of the Act. During the financial year under review, the Company has adhered to the requirements of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, to the extent applicable.

Compliance with Code of Conduct

Pursuant to the requirements of the SEBI Listing Regulations, the Company has adopted a Code of Conduct applicable to all members of the Board of Directors and Senior Management Personnel. The Code of Conduct is available on the Companys website at www.comfortfincap.com.

The Company has received annual affirmations from all the Directors and Senior Management Personnel confirming compliance with the provisions of the Code of Conduct for the financial year ended March 31, 2026.

A declaration to this effect, signed by Bharat Shiroya, Chief Executive Officer of the Governance Report and confirms that all members of the Board of Directors and Senior Management Personnel have complied with the Code of Conduct during the year under review.

Conservation of Energy and Technology Absorption

Being a Non-Banking Financial Company and not involved in any industrial or manufacturing activities, 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.

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	FY 25-26
Foreign Exchange Earnings	Nil
Foreign Exchange Outgo	Nil

During the financial year under review, the Company did not have any foreign exchange earnings or expenditure.

Internal Control Systems and their Adequacy

The Company has established a robust system of internal controls designed to safeguard its assets against loss, unauthorized use, or disposition. These internal control mechanisms ensure that all transactions are duly authorized, accurately recorded, and appropriately reported to the Management. Thefinancialcontrol framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls, and document filing and storage procedures. During the year under review, no material or significant deficiencies or inadequacies were observed in the effectiveness of such controls. The Internal Auditor ensures the continued effectiveness of the Companys internal control system.

Particulars of Contract or arrangements with Related Parties

During the financial year under review, all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arms length basis. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions of a repetitive nature, which are entered into in the ordinary course of business and on an arms length basis. All Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review.

There were no materially significant Related Party Transactions entered into by the Company during the year which could have had a potential conflict with the interests of the Company at large. Further, there were no contracts or arrangements with related parties requiring disclosure in Form AOC-2 pursuant to Section 188(1) of the Act. Accordingly, Form AOC-2 does not form part of this Report.

Details of Related Party Transactions as required under the applicable accounting standards are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The Company has adopted a Policy on Related Party Transactions which has been approved by the Audit Committee and the Board of Directors. The Policy provides a framework for identification of related parties and related party transactions, determination of materiality thresholds, approval mechanisms, reporting and disclosure requirements in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy is reviewed from time to time and at least once every three years and is available on the website of the Company.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted the half-yearly disclosures of Related Party Transactions to the Stock Exchange within the prescribed timelines.

Orders Passed by the Regulators or Courts

During the financial year under review, there were no significant or material orders passed by any Regulators, Courts or Tribunals which could impact the going concern status of the Company or its future operations.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act with respect to Directors responsibility statement, the Directors of the Company hereby confirm that:

i. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors 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 the profits of the Company for the financial year under review;

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

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

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

Disclosure as per the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe, secure and conducive work environment to all its employees and has zero tolerance towards sexual harassment at the workplace. The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and has adopted a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the said POSH Act.

An Internal Committee has been constituted in accordance with the provisions of the POSH Act to redress complaints relating to sexual harassment and to ensure effective implementation of the policy across the organization. The details relating to complaints received and disposed of during the financial year ended March 31, 2026 are as under:

Particulars	FY 25-26
Complaints received	Nil
Complaints disposed	Nil
Complaints pending as on March 31, 2026	Nil
Cases pending for more than 90 days	Nil

Other Disclosure

In terms of applicable provisions of the act, the Company:

i. 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.

ii. The Company has not issued any sweat equity shares and hence disclosure 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 not provided.

iii. The Company is complying with the provisions relating to the Maternity Benefit Act 1961.

iv. Neither any application was made, nor are any proceedings pending under the insolvency and bankruptcy code, 2016 against the Company.

v. There were no instances of one-time settlement for any loans taken from the banks or financial institutions.

vi. Your Companys equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the financial year 2025-26 and 2026-27 has been paid to the Stock Exchange.

Acknowledgement

Your Directors place on record their sincere appreciation for the continued support, trust and confidence reposed by the Companys customers, shareholders, lenders, bankers, business associates, vendors, service providers and various regulatory and government authorities.

The Board also expresses its gratitude to all employees for their dedication, commitment and valuable contribution towards the growth and success of the Company. The Directors acknowledge the collective efforts of all stakeholders and look forward to their continued support and cooperation in the years ahead.

By Order of the Board of Directors of

Comfort Fincap Limited,

Sd/-

Ankur Agrawal

Chairperson & Director

DIN: 06408167

Date: August 12, 2026

Place: Mumbai