Comfort Intech Ltd Directors Report

DEAR MEMBERS,

Your Directors have pleasure in presenting the 32 nd (Thirty Second) Annual Report of Comfort Intech Limited (the Company) together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

Financial Highlights

The summary of the Audited Financial Statements (Standalone and Consolidated) of the Company, for the financial year ended March 31, 2026, is presented below:

(Rs. in lakh, except EPS)

STANDALONE CONSOLIDATED

PARTICULARS

	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from Operations	16,916.36	17,592.00	17,578.13	18,233.71
Other Income	(454.55)	379.45	(442.50)	388.07
Total Income	16,461.81	17,971.45	17,135.63	18,621.78
Less: Total Expenditure	16,169.26	16,983.11	16,784.47	17,601.10
Profit before Tax	292.55	988.34	351.16	1,020.68
Less: Current Tax Expenses	212.83	215.39	212.83	215.40
Deferred Tax	(72.28)	(17.46)	(52.10)	(5.25)
Tax of earlier years	(27.40)	0.22	(27.40)	0.22
Share of Profit/ (Loss) of Associate	-	-	(510.58)	340.37
Profit for the Year	179.40	790.19	(292.75)	1,150.68
Other comprehensive income/(loss)	(146.57)	414.43	(111.80)	413.65
Total comprehensive income/(loss) for the year	32.83	1,204.62	(404.55)	1,564.33
Earnings Per Share (EPS) (Basic & Diluted)	0.06	0.25	-0.10	0.35

Financial Performance

During the financial year under review, the Company recorded a decline in revenue and profitability compared to the previous year. The decrease was primarily attributable to subdued business activity and challenging market conditions in the liquor and goods trading segment, resulting in lower trading volumes and compressed margins. The Company continues to focus on improving operational efficiency, optimizing its product mix, and identifying growth opportunities to enhance its financial performance in the coming periods.

The financial statements of the Company (Standalone and Consolidated) for the financial year ended March 31, 2026 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as the Act), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations). The financial statements have been reviewed by the Statutory Auditors of the Company.

During the year under review, your Companys total revenue from operations on a standalone basis has changed to Rs. 16,916.36 lakh as compared to Rs. 17,592.00 lakh in the previous financial year. The Net profit has changed to Rs. 179.40 lakh as compared to Rs. 790.19 lakh in the previous financial year.

During the year under review, your Companys total revenue from operations on a consolidated basis has changed to Rs. 17,578.13 lakh as compared to Rs. 18,233.71 lakh in the previous financial year. Further, the Company has incurred a Net loss (along with share of loss of associate companies) of Rs. 292.75 lakh as compared to a Net profit of Rs. 1,150.68 lakh in the previous financial year.

In accordance with Ind AS 108, the Company has disclosed the segment information in the statement of Audited Financial Statements (Standalone and Consolidated).

Dividend

The Board of Directors has recommended a final dividend of Rs. 0.05/- (Rupees Five Paise only) per equity share of Rs. 1/- each, i.e., equivalent to 5% on the paid-up equity share capital of the Company for the financial year ended March 31, 2026, at its Meeting held on May 14, 2026. The dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to the members whose names appear in the Register of Members as on the record date fixed for this purpose.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for the financial year 2025-26 shall be made available on the Companys website at .

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

Pursuant to the Section 124(5) and other applicable provisions, if any, of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all the unclaimed and unpaid dividend amounts are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, pursuant to Section 124(6) of the Act read with IEPF Rules, the shares in respect of which dividend amounts has not been claimed and unpaid for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company accordingly transferred the unclaimed and unpaid dividend amount of Rs. 2,07,698.79/- for the financial year 2017-18 from its Unclaimed Dividend Account to Investor Education and Protection Fund (hereinafter referred to as IEPF) on October 24, 2025. Further, 19,580 equity shares which were underlying such dividend amounts remaining unclaimed and unpaid were also transferred to IEPF Authority.

The 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 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

The Share Capital of the Company as on March 31, 2026 stood as below:

Share Capital	Amount in Rs.
Authorized Share Capital (45,00,00,000 Equity Shares of Re. 10/- each)	45,00,00,000
Issued & Subscribed Share Capital (31,99,71,540 Equity Shares of Re. 10/- each)	31,99,71,540
Paid-up Share Capital (31,99,38,080 Equity Shares of Re. 10/- each)	31,99,38,080

During the financial year under review, there was no change in the Share Capital of the Company.

Transfer to Reserves

In view of the financial performance during the year under review, the Board of Directors has decided to retain the available profits in the business to support the Companys operations and future growth.

Accordingly, no amount has been transferred to the General Reserve during the Financial Year. The closing balance of the retained earnings of the Company for the Financial Year 2025-2026, after all appropriations and adjustments, stood atRs.4,164.43 lakh.

Listing with the Stock Exchange

Your Companys equity shares are currently listed on BSE Limited. Accordingly, the Annual listing fee for the financial year 2026-27 has been paid to the said stock exchange.

During the financial year 2024-25, the Board of Directors of your Company, at their meeting held on January 22, 2025 inter-alia approved the listing of its existing equity shares on the National Stock Exchange. Your Company had made an application for the same which is still under process.

Subsidiaries, Associates and Joint Ventures

As on March 31, 2026, The Company has One (l) subsidiary company, Liquors India Limited, and Two (2) associate companies, Lemonade Shares & Securities Private Limited and Comfort Securities Limited.

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

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

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

Public Deposits

Your Company has not accepted any public deposits falling within the ambit of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014 and no amount in respect of the principal or interest on deposits was outstanding as on the end of the financial year.

Accordingly, disclosing the details of deposits which are not in compliance with the requirements of Chapter V of the Act is not applicable.

Material changes affecting the Company

During the year under review, there were no material changes affecting the Company.

Plowever, after the end of the Financial Year 2025-26, the equity shares of your Company were permitted to trade and admitted to dealings on the National Stock Exchange (Capital Market segment) with effect from April 20, 2026, in accordance with NSE Circular No. 0645/2026 dated April 17,2026.

Board of Directors and Key Managerial Personnel

• Board of Directors

As of March 31, 2026, the Companys Board consisted of Six (6) Directors, including Two (2) Non - Executive Non- Independent Directors, one of whom also serves as the Chairperson of the Company, Three (3) Independent Directors and One (l) Executive Woman Director.

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

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

In accordance with the requirements of the SEBI Listing Regulations, the Board has determined the essential skills, expertise, and competencies required for its effective functioning, taking into consideration the nature and scope of the Companys business. The details of such skills and competencies possessed by the Directors are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

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

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

• Changes in Directors

(l) Cessation/ Resignation/change in designation

During the year under review, Mr. Devendra Lai Thakur (DIN: 00392511) ceased to be an Independent Director of the Company on account of completion of the second consecutive term of his tenure.

Thereafter, he was appointed as a Non-Executive, Non-Independent Director of the Company by the Board with effect from November 24, 2025 based on the recommendation of the Nomination and Remuneration Committee. Elis appointment was subsequently regularized by the Shareholders by an Ordinary Resolution passed through Postal Ballot on February 19, 2026.

(2) Director liable to retire by rotation

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

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee memberships held in other companies of the Director proposed to be re-appointed, along with her shareholding in the company, as stipulated under Regulation 36 (3) of the SEBI Listing Regulations, read with Secretarial Standard - 2 (SS-2) on General Meetings, is appended to the Notice of the ensuing AGM.

• Non-Disqualification of Directors

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

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

• Key Managerial Personnel

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

of the Company:

During the year, Mrs. Rachana Hingar tendered her resignation from the position of Company Secretary and Compliance Officer of the Company with effect from the closure of business hours on May 20, 2025. Subsequently, Mr. Omkar Mistry was appointed as the Company Secretary and Compliance Officer of the Company, with effect from May 21, 2025.

Following were the Key Managerial Personnel as on March 31,2026 pursuant to Sections 2(5l) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

After the end of the financial year under review, Mr. Omkar Mistry resigned from the position of Company Secretary and Compliance Officer of the Company, with effect from the closure of business hours on May 14, 2026.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Sujay Gokhale as the Company Secretary and Compliance Officer of the Company, with effect from August 12, 2026.

• Directors Evaluation

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

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

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

A separate meeting of the Independent Directors as prescribed by Regulation 25(3) of the SEBI Listing Regulations was held on January 15, 2026, wherein the performance of the Board as a whole, the Chairperson of the Company, and the Non-Independent Directors was evaluated. The Independent Directors also assessed the quality, quantity, and timeliness of the flow of information between the Companys Management and the Board.

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

The outcomes of the evaluation, including key insights and recommendations for improvement, were deliberated upon during meetings of the Independent Directors, the NRC, and the Board. The discussions focused on enhancing director engagement, strengthening Board processes, and further improving the overall governance framework of the Company. The Independent Directors expressed their satisfaction with the overall performance of the Board, its Committees, and the internal processes established by the Company.

• Declaration by Independent Directors

The Company has received declaration of Independence as stipulated under section 149(7) of the Act, and Regulation 25(8) of SEBI Listing Regulations, from the Independent Directors confirming that they are not disqualified from being appointed/re-appointed/ continue as an Independent Director of the Company as per the criteria laid down in Section 149(6) of the Act, and Regulation 16(l)(b) of the SEBI Listing Regulations. The same are hosted on the website of the Company at .

The Independent Directors have also confirmed that they are not aware of any circumstances or situations which exist or may reasonably be anticipated that could impair or impact their ability to discharge their duties with objective and independent judgment and without any external influence.

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

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.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at .

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

• Familiarization program for Independent Directors

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has implemented a system to familiarize its Independent Directors. This system is designed to ensure that the Independent Directors develop a deep understanding of the Companys operations, business model, core values, culture, and the broader industry landscape.

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

During the Financial Year 2025-26, the Company conducted one Familiarization Programme for Independent Directors wherein they have spent approximately 2 hours. As of March 31, 2026, the Company has conducted a total of 10 familiarization programmes/meetings, and the cumulative time spent by Independent Directors on these initiatives is 18 hours.

The Familiarization Programme Policy for Independent Directors is available on the Companys website at .

• Board and Committee Meetings

During the financial year 2025-26, Four (4) Board Meetings and Ten (10) Committee Meetings were held. The Board has established following Three (3) mandatory Committees in compliance with the requirements of the business and relevant provisions of Act and the SEBI Listing Regulations:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

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

Furthermore, after the closure of the financial year ended March 31, 2026, the auditor has identified Those Charged with Governance (TCWG) Committee pursuant to the National Financial Reporting Authority guidelines. The details of the same are given under the Corporate Governance Report forming part of this Annual Report.

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

• Code of Conduct

Pursuant to the requirements of the SEBI Listing Regulations, the Company has laid down 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 .

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 Mr. Anil Agrawal, Chief Executive Officer of the Company, forms part of the Corporate 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.

• 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 . The detailed policy aspects are also mentioned in the Corporate Governance Report forming part of this Annual Report.

Auditors

• Statutory Auditors

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

M/s. A. R. Sodha & Co., Chartered Accountants have 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 Auditors along with notes is enclosed with the Financial Statements and is self-explanatory. There are no Qualifications, Reservations or Adverse Remarks in the Auditors Report for the financial year ended March 31, 2026, which require any explanation from the Board of Directors.

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

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations, the shareholders approved the appointment of M/s. Mitesh J. Shah & Associates (Membership No.: F10070; Certificate of Practice No.: 12891), Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive years with effect from April 01, 2025 to March 31, 2030, at the Thirty First AGM held in 2025, to conduct Secretarial Audit and issue the Secretarial Audit Report in Form MR-3.

The report of the Secretarial Auditors for the financial year 2025-26 does not contain any qualifications, reservations or adverse remarks or disclaimers. The said Secretarial Audit Report of the Secretarial Auditors is annexed as Annexure II to this Report and is self-explanatory.

• Internal Auditors

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Chartered Accountants, Mumbai as the Internal Auditors of the Company for the financial year 2025-26. The Internal Audit Report issued by the Internal Auditors is periodically reviewed by the Audit Committee, which provides guidance and recommendations for strengthening internal controls and improving operational efficiency.

• Cost Auditor

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

Particulars of Contracts or Arrangements with Related Parties

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

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

The Company has adopted a Policy on Related Party Transactions to ensure that all such transactions are undertaken in a transparent manner and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. The Policy, as approved by the Audit Committee and the Board of Directors, is reviewed periodically and revised, wherever considered necessary, subject to at least once every three years. It lays down the framework for identifying related parties and related party transactions, determining materiality thresholds, obtaining the requisite approvals from the Audit Committee, the Board of Directors and/or the shareholders, as applicable, addressing material modifications, and ensuring appropriate reporting and disclosure of such transactions. The said RPT policy and Report has also been uploaded on the website of the Company at .

Moreover, the Company may have to enter into material related party transactions in future for carrying out its business effectively. Accordingly, the Company seeks the approval of the shareholders for entering into such transactions by way of a Special Resolution. The details of the proposed transactions along with the explanatory statement as required under Section 102 of the Act have been furnished in the Notice convening the Annual General Meeting for the consideration and approval of the shareholders.

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

Particulars of Loans, Guarantees or Investments

The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year, as required under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI Listing Regulations, in notes forming part of the financial statements.

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 it, the Company has put in place an 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 .

Prevention of Sexual Harassment of Women at Workplace

The Company follows a zero-tolerance approach towards sexual harassment and remains firmly committed to ensuring the safety, dignity and well-being of women employees. It strives to foster a safe, inclusive and respectful workplace for women across all its operations.

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

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

Particulars	No. of Complaints
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of cases pending at the end of the year, i.e. March 31,2026	Nil
Number of Cases pending for more than 90 days	Nil

Directors Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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, 2026 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care 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;

d) the Directors have prepared the annual accounts on a going concern basis;

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance practices followed by the Company, together with a declaration with respect to the compliance with the Code of Conduct duly signed by the Chief Executive Officer and a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the Regulation 34(2)(e) read with Schedule-V of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. The Management Discussion and Analysis Report provides a comprehensive assessment of the industry landscape, global and domestic economic environment, business operations, and performance of the Company during the Financial Year 2025-26. It also highlights the adequacy of internal control systems, risk management framework, human resource initiatives, and other significant developments impacting the Company during the year under review.

Remuneration to Directors, Particulars of Employees and Human Resources (HR)

Details of Directors remuneration are included in the Corporate Governance Report forming part of this Annual Report and financial statements. 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(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV of this report.

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 financial control 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.

Conservation of Energy and Technology Absorption

Being a liquor manufacturing and goods trading 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.

The Companys operations do not require significant import of technology.

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	FY 24-25
Foreign Exchange Used	1,260.92	99.22
Foreign Exchange Earned	-	-

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 .

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

In accordance with the provisions of section 134 (3)(e) of the Act read with the provisions of Section 178(3) and 178(4) and Regulation 19 of the SEBI Listing Regulations, your Company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter-alia includes the criteria for determining qualifications, 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).

The policy is available on the website of the Company at .

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

• Whistle Blower Policy / Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a Whistle Blower Policy and an effective Vigil Mechanism. The Policy provides a framework for Directors, employees, and other stakeholders to report genuine concerns, including actual or suspected violations of the Code of Conduct or any matter that may have an adverse impact on the Companys operations, reputation, or interests.

The Company has established appropriate channels to facilitate the reporting of concerns and encourages stakeholders to raise such matters internally for timely review and resolution. The Company is committed to protecting whistle blowers from any form of retaliation, victimisation, or intimidation. Any act of reprisal against a whistle blower shall be considered a violation of the Code of Conduct and shall invite appropriate action in accordance with the Companys policies.

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and the SEBI Listing Regulations. The said policy is available on the website of the Company at .

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

• Corporate Social Responsibility Policy

Corporate Social Responsibility (CSR) forms a fundamental element of the Companys values, reflecting its commitment to balancing business growth with social and environmental responsibility. The Company continues to undertake meaningful sustainability initiatives across its designated focus areas. In accordance with the requirements of Section 135 of the Act, the Company has established and implemented a CSR Policy.

During the Financial Year 2025-26, the Company was not covered under the provisions of Section 135 of the Act Elowever, the Company voluntarily undertook CSR activities and has identified eradication of hunger and promoting education as the focus areas for its CSR activity(ies). The CSR Policy as approved by the Board is available on the Companys website .

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 2025-26. The detailed CSR Report in prescribed form is annexed to this Report as Annexure V.

• Risk Management Policy

The Company has formulated a Risk Management Policy, duly approved by the Board of Directors, in line with the applicable provisions of the Act and the SEBI Listing Regulations. The Company has established appropriate mechanisms for risk identification, assessment, monitoring, mitigation, and reporting, with periodic updates being provided to the Audit Committee and the Board of Directors.

The Board and the Audit Committee regularly review the effectiveness of the risk management framework, assess emerging risks, and evaluate mitigation measures to ensure that the Company remains responsive to changing business conditions and continues to align its risk management approach with its strategic priorities.

Significant and Material Orders Passed by the Regulators or Courts

During the year under review, there were no material and significant orders passed by the regulators or court or tribunals impacting the going concern status and the Companys operations in future.

Compliance with Secretarial Standards Issued by the Institute of Company Secretaries of India

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-l) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, to the extent applicable.

General Disclosure

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

• There was no revision in the financial statements;

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

• During the year under review, the Company hos not made any application under Insolvency and Bankruptcy Code, 2016 ond 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;

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(l) (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 (shore Capital and Debenture) Rules, 2014 is furnished;

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

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

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

• The Company was in compliance with the Maternity Benefit Act, 1961, and applicable amendments during the year under review.

Acknowledgements

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

By order of the Board of Directors of
Comfort Intech Limited

Sd 1-
Ankur Agrawal
Chairperson & Director
DIN: 06408167

Date: August 12,2026
Place: Mumbai