Comfort Fincap Ltd Directors Report

To the Members of the Company,

Your Board of Directors present the 43^rd (Forty Third) Annual Report of Comfort Fincap Limited ("the Company"), detailing the business operations and performance of your Company, together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.

The consolidated performance of the Company and its subsidiaries 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, 2025 is summarized as under:

(Rs. In lakh, except EPS)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	1331.09	1173.23	1331.09	1173.23
Other Income	-18.27	222.72	-18.27	222.72
Total Revenue	1312.82	1395.95	1312.82	1395.95
Less: Total Expenditure	624.62	669.97	624.62	669.97
Profit before Tax	688.20	725.98	688.20	725.98
Les: Current Tax Expenses	217.92	153.15	217.92	153.15
Less: Deferred Tax	-23.66	58.26	-23.66	58.26
Less: Tax of earlier years	-15.91	-0.05	-15.91	-0.05
Profit for the year	509.85	514.62	509.85	514.62
Earnings Per Share (EPS)* - Basic	0.88	0.95	0.88	0.95
Earnings Per Share (EPS)* - Diluted	0.86	0.95	0.86	0.95

Closing balances in reserve/other equity:

(Rs. in lakh)

PARTICULARS	FY 2024-25	FY 2023-24
Special Reserve	806.65	704.68
Securities premium account	2,599.38	809.20
Retained Earnings	3,270.84	2,917.22
Other Comprehensive Income	(22.33)	(18.20)
Money received against Share Warrants	410.09	-
Total Reserves/ Other Equity	7,064.62	4,412.90

2) FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

The consolidated and standalone financial statements of the Company for the year ended March 31, 2025 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 increased to Rs. 1,331.09 lakh as compared to Rs. 1,173.23 lakh in the previous financial year. The net profit changed to Rs. 509.85 lakh as compared to Rs. 514.62 lakh in the previous financial year.

During the year under review, your Companys total revenue from operations on standalone basis has been increased to Rs. 1331.09 lakh as compared to Rs. 1,173.23 lakh in the previous financial year. The net profit changed to Rs. 509.85 lakh as compared to Rs. 514.62 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 https://www.comfortfincap.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

We remain firmly committed to ensuring that the benefits of our business progress contribute meaningfully to broader socioeconomic welfare. Our focus on equitable value distribution reflects this commitment. Steady operational performance, supported by a stable market environment has enabled us to deliver consistent financial results.

Also, RBI vide its circular dated 24 June 2021 (including any amendment thereof) has laid down a framework for declaration of dividend by NBFCs. Accordingly, the Board after taking into account various aspects and in compliance with the said circular, based on the Companys financial performance for the fiscal year 2024-25 recommended Final Dividend of Rs. 0.10/- (Ten Paise Only) per equity share of face value of Rs. 02/- (Rupees Two Only) each equivalent to 5% on paid-up equity share capital of the Company for the financial year ended March 31, 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The Company has not paid any Interim Dividend during the financial year under review.

Pursuant to the Finance Act, 2020, with effect from April 1, 2020, dividends are taxable in the hands of the shareholders. In compliance with the applicable provisions, the Company shall deduct tax at source on the dividend amount at the prescribed rates, inclusive of surcharge and cess.

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 Unpaid Dividend Account to the Investor Education and Protection Fund ("IEPF") Authority. Further, pursuant to section 124(6) of the Act read with the Rules requires that all shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF Authority along with statement containing such details as may be prescribed.

During the year under review, the Company has transferred the unclaimed dividend of Rs. 3,91,518.80 (Rupees Three Lakh Ninety One Thousand Five Hundred Eighteen and Eighty paise) held in unpaid dividend account for the financial year 2016-17 and transferred 125 Equity Shares of Rs. 02/- each in respect of which dividend remaining unpaid/unclaimed for seven consecutive years to IEPF Authority.

Members who have not yet en-cashed their final dividends from financial year 2017-18 and thereafter are requested to make their claims to the Company/ Register and Share Transfer Agent ("RTA") of the Company. Members are requested to quote their folio numbers / DP ID - Client ID and PAN in all their correspondence.

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. IEPF-5 on the website www.mca.gov.in. 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 and following the procedure prescribed in the Rules, details of which are available on the website of the IEPF Authority and Ministry of Corporate Affairs.

5) SHARE CAPITAL

AUTHORIZED, ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the year under review, the Company has increase the Authorized Share Capital of the Company from Rs. 15,00,00,000 to Rs. 25,00,00,000. Consequently, the Capital Clause of the Memorandum of Association has altered after due approval of shareholders at the Annual General Meeting.

As on March 31, 2025, the issued, subscribed and paid-up share capital of the Company has increased from Rs. 10,85,13,000, divided into 5,42,56,500 equity shares of Rs. 2/- each to Rs. 15,96,61,000, divided into 7,98,30,500 equity shares of Rs. 2/- each, fully paid-up.

ISSUE AND ALLOTMENT OF SHARE WARRANTS

During the financial year under review, the Company has issued and allotted 4,38,00,000 share warrants, each convertible into one equity share of face value Rs. 2/- at an issue price of Rs. 9/- (including a premium of Rs. 7/-) to certain promoters and non-promoter investors on a preferential basis in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The total amount to be raised assuming full conversion of these warrants is Rs. 39.42 Cr.

The Company also received a request from some of the warrant holders for conversion of the warrants into equity shares in multiple tranches during the year, which resulted in an increase in the paid-up share capital of the Company. Amongst 4,38,00,000 share warrants, the Company has converted 2,55,74,000 warrants into equal number of equity shares.

Further, post the completion of financial year under review, the Company has further converted 76,76,000 warrants into equal number of equity shares. Accordingly, the paid-up share capital has increased from Rs. 15,96,61,000 to Rs. 17,50,13,000 as on date of this report.

Except as stated above, there was no other issue of shares by way of public issue, bonus issue or any other mode during the year under review.

6) TRANSFER TO RESERVES

In compliance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a minimum of 20% of their net profit to a Special Reserve. Accordingly, during the year under review, the Company has transferred an amount of Rs. 101.97 lakhs to the special Reserve Account. No amount has been proposed to be transferred to the General Reserve during the financial year.

7) LISTING WITH THE STOCK EXCHANGE(s)

The Companys equity shares continue to be listed on BSE Limited (BSE). The Annual Listing Fees for the financial years 2024-25 and 2025-26 have been duly paid to the Stock Exchange.

The Company is in compliance with all applicable provisions of the SEBI Listing Regulations, 2015, and adheres to the prescribed corporate governance standards. Timely disclosures and compliances with respect to listing obligations are regularly monitored and reviewed by the management and the Board.

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, 2025. 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

Your 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) MATERIAL DEVELOPMENTS IN THE COMPANY

The Company aims to strengthen its presence in the retail lending segment by extending its financial services to underserved and emerging customer segments. In line with this strategic objective, the Company has entered into a collaboration with Jetfinx Services LLP. This partnership is expected to significantly enhance the Companys capability to serve a broader and more diverse customer base, with a particular focus on consumer durable financing.

By leveraging Jetfinx Services LLPs domain expertise, digital infrastructure, and established distribution network, the Company seeks to deliver more inclusive, scalable, and accessible lending solutions. This initiative is aligned with

the Companys vision of driving sustainable growth while deepening its footprint in the high-potential retail lending market, thereby creating long-term value for its stakeholders.

12) CORPORATE GOVERNANCE

Since its inception, the Company has placed strong emphasis on maintaining robust Corporate Governance as a core element of its business philosophy. It has established comprehensive systems and processes to ensure full compliance with applicable laws and regulatory requirements. These systems are not only adequate in scope but also effective in practice, supporting the Companys commitment to transparency, accountability, and ethical conduct.

Effective Corporate Governance is integral to the Companys ability to operate efficiently, manage risk prudently, and create long-term value for all stakeholders. Through the implementation of well-structured policies and procedures, the Board of Directors remains well-informed and empowered to discharge its responsibilities effectively. This strategic governance framework enables the Company to consistently meet its performance objectives while promoting sustainable growth and enhancing shareholder value.

In compliance with Regulation 34(3) read with Schedule V (e) of the SEBI Listing Regulations, 2015, a separate section detailing the Corporate Governance practices followed by the Company, along with a certificate from a Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

Furthermore, a certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company, as required under the SEBI Listing Regulations, is also annexed. This certificate confirms, among other things, the accuracy and integrity of the financial statements and cash flow statements, the adequacy of internal control systems, and appropriate disclosures to the Audit Committee.

13) 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.

Details of Directors as on March 31, 2025:

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

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:

During the year under review, Mr. Milin Ramani, Non-Executive - Independent Director of the Company had completed the first term of 5 years and on the recommendation of the Nomination and Remuneration committee, the Board at its meeting held on April 25, 2024 had approved the re-appointment 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. Further, the shareholders of the Company at the 42^nd AGM of the Company had approved the appointment of Mr. Milin Ramani as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for the said term.

Further, there were no new appointments of Directors on the Board of the Company. The composition of the Board remained unchanged throughout the year.

The Company continues to comply with the provisions of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations, 2015, with respect to the Board composition, including the presence of Independent Directors and Women Director.

iii. Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal (DIN: 06408167), Executive Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended reappointment of Mr. Ankur Agrawal. Brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 43^rd 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.

II. Key Managerial Personnel (KMP)

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 are as follows:

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 22, 2025, excluding the independent director being evaluated.

Further, in a separate meeting of Independent Directors held on January 22, 2025, 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 other 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 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/ 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.comfortfincap.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 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 www.comfortfincap.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.comfortfincap.com/investor- relations.

VI. Board and Committee Meetings

During the financial year 2024-25, Six (6) Board Meetings and Fourteen (14) Committee Meetings were held. The Board has established following three Committees in compliance with the requirements of 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 Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("RBI Master Directions") and one (1) non-mandatory Committee, i.e. Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board and all of its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

VII. Succession Plan

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

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, 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 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

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.

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the applicable rules made thereunder, the Company had appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891) to conduct the Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report in Form MR-3 for the said financial year is annexed herewith as Annexure -II which forms an integral part of this Report. The said report does not contain any qualification, reservation, or adverse remark.

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.

Pursuant to the amendment to Regulation 24A of SEBI Listing Regulations, vide notification dated December 12, 2024, every listed entity is mandated to appoint:

• An individual as Secretarial Auditor for not more than one term of five consecutive years, or

• A firm of Secretarial Auditors for not more than two terms of five consecutive years,

only if such auditor is a Peer Reviewed Company Secretary and has not incurred any disqualifications as specified by the Securities and Exchange Board of India.

Further, the said regulation mandates that such appointment from the Financial Year 2025-26 onwards shall be subject to approval of the Members by way of an Ordinary Resolution at the AGM.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 06, 2025, has approved the appointment of M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 to Financial Year 2029-30, at such remuneration as may be mutually agreed between the Board of Directors and the said Secretarial Auditor from time to time, subject to the approval of shareholders at the ensuing AGM for issuing Secretarial Audit Report and Annual Secretarial Compliance Report.

M/s. Mitesh J. Shah & Associates have consented to the said appointment, confirmed that they are a Peer Reviewed Firm of Practicing Company Secretaries, and further confirmed that they have not incurred any disqualification under the Companies Act, 2013 and the SEBI Listing Regulations for being appointed as Secretarial Auditors.

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 to perform 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 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.

15) NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel, in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations which is as approved and duly governed by the Nomination and Remuneration Committee and the Board of Directors.

The Committee periodically reviews the composition of the Board to ensure an optimum balance in terms of size, skills, independence, knowledge, age, gender, and experience.

The Policy is available on the Companys website at www.comfortfincap.com/investor-relations. Further, the details of the Policy are also provided in the Corporate Governance Report, forming part of this Annual Report.

16) 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 https://www.comfortfincap.com/investor- relations.

17) 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 member of Audit Committee who are Independent Directors 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 for review and approval on quarterly basis.

There were no material contracts or arrangements or transactions with related parties which falls under the scope of Section 188 (1) of the Act, 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 approved by the Audit Committee and Board of Directors respectively and is also reviewed and amended from time to time, subject to at least once in three years. 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 provisions of the Act and the SEBI Listing Regulations. The RPT policy has been uploaded on the website of the Company and can be accessed at the following link https://www. comfortfincap.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 Exchanges.

18) 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 the SEBI Listing Regulations, the 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.

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 https://www.comfortfincap. com/investor-relations.

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

19) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to upheld and maintain the dignity of women 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 Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, an Internal Complaints Committee ("ICC") has been set up under the said Act to redress complaints received regarding sexual harassment.

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.

20) 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 2024-25 is available on Companys website at https://www.comfortfincap.com/investor-relations.

21) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of its 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. The directors have selected and applied the accounting policies consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

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

v. The Company had followed the internal financial controls laid down by the directors and that such cost controls are adequate and were operating effectively;

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

22) 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.

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

Your Company had 11 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 none of the employees

were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median 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.

24) 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.

The Company adheres to all applicable Accounting Standards for the maintenance of its books of accounts and the preparation of financial statements. The internal audit function independently reviews and evaluates the adequacy and effectiveness of the internal control systems, in accordance with the policies and procedures approved by the Board.

The Company remains committed to continuously strengthening its internal control framework to ensure it remains appropriate and adequate, commensurate with the size and nature of its business operations.

25) 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.

26) 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, 2025	Year Ended March 31, 2024
Foreign Exchange Used	Nil	Nil
Foreign Exchange Earned	Nil	Nil

27) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Companys Corporate Social Responsibility ("CSR") initiatives are in full compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and all applicable circulars and notifications issued thereunder.

For the financial year 2024-25, the amount required to be spent on CSR activities does not exceed 550.00 lakh. Accordingly, as permitted under the applicable regulatory framework, the responsibilities of the CSR Committee have been duly discharged and approved directly by the Board of Directors of the Company.

During the year, the Company identified rural development projects as its key focus area for CSR initiatives, with an objective to contribute meaningfully towards sustainable and inclusive community development. The implementation of these projects reflects the Companys commitment to social responsibility and its belief in creating a positive societal impact.

The Company has formulated a comprehensive CSR Policy, which has been approved by the Board of Directors and is available on the Companys website at: https://www.comfortfincap.com/investor-relations.

Further, the Chief Financial Officer has certified that the CSR funds disbursed during the financial year 2024-25 have been utilized solely for the purposes intended, and in strict accordance with the approvals granted by the Board.

The detailed report on CSR activities undertaken during the year, in the prescribed format, is annexed to this Report as Annexure IV.

28) BUSINESS RISK MANAGEMENT

Business risk management involves identifying, assessing, and mitigating potential threats and uncertainties that could impact the achievement of the companys objectives and overall performance.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the Company on risk management is provided in this annual report in Management Discussion and Analysis.

Further, the Company has adopted a Risk Management Policy pursuant to Section 134(3)(n) of the Act and other applicable laws. The Policy, governed by the Risk Management Committee and the Board of Directors, outlines the structured framework of accountability and oversight, assigning responsibility for managing specific significant risks to designated managers across the organization. The Risk Management 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.

29) LOANS, GUARANTEE OR INVESTMENTS IN SECURITIES

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act with respect to loans, guarantees and investments. 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.

30) 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, 2025 and the same forms part of this Annual Report.

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

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

32) SECRETARIAL STANDARDS

During the financial year under review, the Company has duly complied with the Secretarial Standard i.e. Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as mandated under Section 118(10) of the Act. These standards have been followed in both letter and spirit to ensure proper governance, transparency, and consistency in the conduct of Board and General Meetings.

33) CODE OF CONDUCT

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

The Company has formulated and adopted Code of Conduct for all members of the board of directors and senior management personnel which is available on the Companys website at https://www.comfortfincap.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 Bharat Shiroya, Chief Executive Officer of the Company stating that the members of board of directors and senior management personnel have affirmed compliance with the Code of Conduct of board of directors and senior management personnel is annexed to the Corporate Governance Report which forms part of this Annual Report.

34) GENERAL DISCLOSURE

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

• There was no revision in the financial statements;

• 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, the Company has not raised funds through 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.

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

35) ACKNOWLEDGEMENTS

The Board of Directors extends its sincere appreciation to all stakeholders, including financial institutions, banks,

government authorities, and business partners, for their continued support and cooperation during the year.

The Board also places on record its gratitude to the Companys employees at all levels for their dedicated efforts

and valuable contributions to the Companys overall performance and growth.

The Directors further acknowledge with appreciation the unwavering support and trust of the Companys valued

shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF COMFORT FINCAP LIMITED

Sd/-

ANKUR AGRAWAL

CHAIRPERSON AND DIRECTOR

DIN: 06408167

DATE: JULY 29, 2025

PLACE: MUMBAI