Comfort Fincap Ltd Directors Report

To the Members of the Company,

Your directors are delighted to present the 42^nd (Forty Second) Annual Report of Comfort Fincap Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024.

The consolidated performance of the Company and its associate has been referred to whenever required.

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:

PARTICULARS	STANDALONE		CONSOLIDATED
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	1,390.09	1,466.10	1,390.09	1,466.10
Operating Income	5.86	7.19	5.86	7.19
Total Revenue	1,395.95	1,473.28	1,395.95	1,473.28
Less: Total Expenditure	669.97	818.92	669.97	818.92
Profit before Tax	725.98	654.36	725.98	654.36
Less: Current Tax Expenses	153.15	168.75	153.15	168.75
Less: Deferred Tax	58.26	-0.82	58.26	-0.82
Less: Tax of earlier years	-0.05	0.81	-0.05	0.81
Add: Share of Profit/(Loss) of Associate	-	-	0.01	(0.00)
Profit for the year	514.62	485.62	514.63	485.62
Earnings Per Share (EPS) (Basic & Diluted)*	0.95	0.90	0.95	0.90

*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 five (5) equity shares having face value of Rs. 2/- (Rupees Two only) each, fully paid-up with effect from May 05, 2023 (Record Date). Therefore, the Earnings Per Share (EPS) for the financial year ended March 31, 2023 have been restated to give effect of the share split.

2) FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Your Company is a Non-Banking Finance Company (NBFC) with a core emphasis focused on offering various financial services such as inter corporate loans, personal loans, loans against shares & securities, loans against properties, Mortgage Loans, Home Loans, trade financing, bills discounting and trading in shares and securities.

The consolidated and standalone financial statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), 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 consolidated basis has been decreased to Rs. 1,390.09 lakh as compared to Rs. 1,466.10 lakh in the previous financial year. While, the net profit increased to Rs. 514.63 lakh as compared to Rs. 485.62 lakh in the previous financial year.

During the year under review, your Companys total revenue from operations on standalone basis has been decreased to Rs. 1,390.09 lakh as compared to Rs. 1,466.10 lakh in the previous financial year. While, the net profit increased to Rs. 514.62 lakh as compared to Rs. 485.62 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, Standalone and Consolidated Cash Flow Statement, Report of the Auditors, Directors Report, Corporate Governance Report "together with Notes and Annexures" thereto are available on the website of the Company at http://www.comfortfincap.com/. 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 Rs. 0.10/- per equity share of Rs. 02/- each, i.e. equivalent to 5% on the paid up equity share capital of the Company for the financial year ended March 31, 2024 at their Meeting held on August 02, 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 Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") (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 Unclaimed 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") as on November 14, 2023. Further, all the shares in respect of which dividend remaining unpaid/unclaimed were 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 corresponding equity shares transferred to the IEPF and the same including all benefits accruing on such shares, if any, can be claimed from the IEPF Authority by making an application in Form No. I EPF-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

During the year under review, there has been no change in share capital of the Company. The issued, subscribed and paid-Sup Equity Share Capital of the Company as on March 31, 2024 was Rs. 10,85,13,000/- (Rupees Ten Crore Eighty-Five Lakh Thirteen Thousand only) divided into 5,42,56,500 Equity Shares of Rs. 02/- each.

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 Board of Directors has decided reinvest the entirety of the profit back into the business. Accordingly, the Company has not transferred any amount to the general reserves during the financial year ended March 31, 2024.The closing balance of the retained earnings of the Company for financial year 2023-24, after all appropriation and adjustments was Rs. 4415.91 lakhs.

7) LISTING WITH THE STOCK EXCHANGE(S)

The Companys 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 stock exchange.

Pursuant to sub-division/split of equity shares, the Company has been allotted new ISIN: INE274M01026 on May 04, 2023.

Furthermore, the Company has diligently adhered to and executed all necessary procedures to give effect to the Voluntary Delisting of its Equity Shares from Calcutta Stock Exchange Limited. The CSE Limited Approved Comfort Fincap Limiteds application for aforesaid action and equity shares were accordingly delisted with effect from February 01, 2024.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has one Associate Company namely, Lemonade Shares & Securities Private Limited [CIN: U67100MH2010PTC205455] 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, 2024. During the year, there has been no material change in the nature of the business of the Associate Company 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 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 Report.

9) DEPOSITS

The Company has not accepted any deposits from public 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.

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. We also confirm that there have been no other changes in the nature of the Companys business.

11) CORPORATE GOVERNANCE

From its inception, maintaining robust Corporate Governance has been central to the Companys operations. The Company has implemented comprehensive systems to ensure compliance with all relevant provisions, ensuring these systems are both adequate and operational. Effective Corporate Governance plays a critical role in enabling the organization to function efficiently and ethically, thereby generating long-term wealth and delivering value to all stakeholders. Through the establishment of systems and procedures, the Company ensures that its Board of Directors remain well-informed and equipped to fulfill their responsibilities, thereby achieving performance objectives consistently. This strategic approach is crucial for fostering sustainable shareholder value in the long run.

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.

Additionally, a certificate from the CEO and CFO of the Company, as per SEBI Listing Regulations, confirming, among other things, the accuracy of the financial statements and cash flow statements, adequacy of internal controls, and reporting to the Audit Committee, is also attached.

12) board of directors and key managerial personnel

I. Board of Directors

The Board of Directors is an apex body constituted by the shareholders for overseeing the Companys overall functioning. The Board provides strategic direction and leadership and oversees the management policies 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 read with regulation 17 of the SEBI Listing Regulations.

Following were the Directors as on March 31, 2024:

Sr. No. Name of Directors	DIN	Category
1 Mr. Ankur Agrawal	06408167	Executive 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	Non-Executive - Non-Independent Woman Director

a. Changes in Directors:

i. Cessation/ Resignation:

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

ii. Director liable to appointment/ re-appointment :

• Re-appointment of Mr. Milin Ramani as a Non-Executive - Independent Director.

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 re-appointment of Mr. Milin Ramani as an Independent Director of the Company for a second term of five consecutive years is included in the Notice convening the 42^nd AGM of the Company along with the Explanatory Statement as required under Section 102 of the Act. Mr. Milin Ramani complies with the requirements of Stock Exchange circulars BSE/LIST /COMP /14/2018-19, dated June 20, 2018.None of the Directors are disqualified for being accounted as Director of the Company in terms of section 164 of the Act.

iii. Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mrs. Apeksha Kadam (DIN: 08878724), Non-Executive - NonIndependent Director, retires by rotation at the ensuing Annual General Meeting 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 Mrs. Apeksha Kadam 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 42^nd 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.

II. Key Managerial Personnel (KMP)

Following were the Key Managerial Personnel 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. Bharat Shiroya	Chief Executive Officer
2 Mrs. Nirmala Kanjar	Chief Financial Officer
3 Ms. Sneha Mandelia	Company Secretary & Compliance Officer

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

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, Board committees, individual directors 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.

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 January 20, 2024, excluding the independent director being evaluated.

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 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 Directors 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 read with 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 and 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.comfortfincap.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 perspective 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 http://www.comfortfincap. com/Investorrelation. 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 one program during the financial year 202324 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date are 7 and the time spent by Independent Directors is in the range of 12 hours. The policy on Companys familiarization program for independent directors is hosted on the Companys website at http://www.comfortfincap.com/Investorrelation.

VI. Board and Committee Meetings

During the financial year 2023-24, Four (4) Board Meetings and Ten (10) 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.

13) Auditors

a. Statutory Auditor

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the Members of the Company at the 40^th 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 45^th 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 of 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 have not reported any fraud as specified under Section 143(12) of the Act.

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. The report of the Secretarial Auditor for the financial year 2023-24 is annexed as Annexure II to this Report. The report is self-explanatory and contains no qualification, reservation and adverse remarks for the financial year ended March 31, 2024.

c. Internal Auditor

M/s. ASHP & Co., Chartered Accountants, Mumbai performed the duties of internal auditors of the Company for the financial year 2023-24 and 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 and as approved by the Nomination and Remuneration Committee and the Board.

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

15) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are at 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 and entered into in the ordinary course of business and at arms length. 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 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. comfortfincap.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, the Company has adopted a 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.

During the financial year 2023-24, no cases under this mechanism were reported to the Company.

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 http://www.comfortfincap.com/ Investorrelation.

17) 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. Internal Complain Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Number of complaints received by the Committee during the Financial year 2023-24 : Nil

18) ANNUAL RETURN

Pursuant to Sections 92(3) and 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 Companys website at www.comfortfincap.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 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.

20) 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 2023-24.

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

Your Company had 9 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 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 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 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.

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 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.

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:

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

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

25) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Corporate Social Responsibility ("CSR") initiatives and activities of the Company are aligning with requirements of Section 135 of the Act and Rules, 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 Companys website at http://www. comfortfincap.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 IV.

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. An enterprise-wide risk management framework is implemented to ensure effective risk management throughout the organization.

Risk management is considered an integral part of every employees role, emphasizing proactive identification and mitigation of risks. Both the Audit Committee and Risk Management Committee play crucial roles in evaluating the effectiveness of the risk management systems.

The Policy is designed to identify elements of risk and establish procedures for reporting these risks to the Board. The Board periodically reviews the business plan and develops a comprehensive Risk Management Strategy. 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) LOANS, GUARANTEE OR INVESTMENTS IN SECURITIES

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the SEBI Listing Regulations, the particulars of loans / advances have been disclosed in the notes to financial statements.

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;

• 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.

• The Company has complied with relevant guidelines as prescribed by Reserve Bank of India from time to time and filed necessary forms as required by the NBFCs.

• 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 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.

For and on behalf of the Board of directors of

Comfort Fincap Limited

Sd/-

Ankur Agrawal

Chairperson and Director

Din: 06408167

Date: August 02, 2024.

Place: Mumbai