Commercial Syn Bags Ltd Directors Report

To,

The Members of,

Commercial Syn Bags Limited

Your directors take pleasure is presenting the 41st Annual Report alongwith the Audited Standalone and Consolidated Financial

Statements for the year ended 31st March, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE ON STANDALONE BASIS

Total Income for the year was Rs.34,560.39 Lakhs as compared to Rs.28,875.73 Lakhs in the previous year.

Revenue from operations for the year was Rs. 34,161.10 Lakhs as compared to Rs.28,555.64 Lakhs in the previous year.

Profit before tax for the year was Rs.1,758.67 Lakhs as compared to Rs.988.15 Lakhs in the previous year.

Profit after tax for the year was Rs.1,389.78 Lakhs as compared to Rs. 724.61 Lakhs in previous year.

SUMMARISED PROFIT AND LOSS STATEMENT

(Rs. In Lakhs except EPS)

Particulars	STANDALONE		CONSOLIDATED
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations (Net)	34,161.10	28,555.64	34,781.95	28,843.47
Other Income	399.29	320.09	402.87	334.08
Total Income	34,560.39	28,875.73	35,184.82	29,177.55
Profit before Interest, Depreciation & Tax (EBIDTA)	3,416.29	2,634.16	3959.13	3,007.72
Less: Interest	876.16	680.37	936.05	840.85
Less: Depreciation	781.46	965.64	881.77	1,093.25
Profit before Tax	1,758.67	988.15	2,141.31	1,073.62
Less: (a) Current Tax	311.88	163.28	368.67	190.72
(b) PY Taxation Adjustment	14.40	0.00	18.40	0.00
(c) Deferred Tax	42.16	100.26	42.17	97.08
Net Profit for the Year	1389.74	724.61	1,712.07	785.82
EPS (Equity Shares of Rs. 10/- each)	3.48	1.81	4.29	1.97
Basic & Diluted

COMPANYS AFFAIRS& REVIEW OF OPERATIONS

Your company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and sellers of FIBC, HDPE/PP Bags, HDPE/PP Fabric, Tarpaulin, Ground Cover, Pond Liners, Mulch Films, Laminates, Vermi Beds, Flexible Pipes, Geotextiles, Ground Cover, Nets and other technical textiles products. from its various Plants located at Pithampur, District Dhar,

(M.P). Your company is also having Solar Power Plant at Sitamau, District Mandsaur (M.P.) for its captive consumption. The company is working in 2 (Two) Segments i.e., Manufacturing Segment and Trading Segment.

Alteration in the Memorandum of Association:

(1) Members of the company at their 1/2024-25 Extra-Ordinary General Meeting held on 10th January, 2025 altered the Clause V related to Capital Clause for increasing the Authorised Share Capital from Rs. 4000.00 Lakhs to Rs. 4250.00 Lakhs by creation of 25.00 Lakhs equity shares of Rs. 10/- each;

(2) Members of the company at their 1/2025-26 Extra Ordinary General Meeting held on 14th July, 2025 have altered in the Clause III(B) of Memorandum of Association related to the Ancillary Objects to the attainment of the Main Objects which is related to the generation and utilization of solar energy, primarily for captive consumption or otherwise. The company has complied with all the provisions as required for alteration of the object clause and the Registrar of Companies CRC has also issued Certificate for change in Object with this regard on 4th August, 2025.

Altered copy of the Memorandum of Association is available on the website of the company.

Alteration in the Articles of Association:

Company has received a communication from Madhya Pradesh Power Transmission Company Limited (MPPTCL), Jabalpur, regarding certain new requirements to be incorporated in the Articles of Association (AOA) of all Captive User Companies operating in the State of Madhya Pradesh such as incorporation of specific definitions relating to Power Purchase Agreement (PPA), Wheeling Agreement (WA), and Projects in the Interpretation Clause (Article 2) and the company has altered the Articles of Association of the company by taking approval of members in the Extra-Ordinary General Meeting held on 14th July, 2025 in order to ensure compliance with the regulatory framework applicable to captive power consumption and its associated benefits.

Altered copy of the Articles of Association is available on the website of the company.

CREDIT RATING

ICRA Limited has revised our credit rating dated 8th October, 2024 for Rs.141.00 crore Bank Lines availed by the Company. The comparative analysis of the credit rating of the company is as follows

Total Bank Loan Facilities Rated	Rs.141.00 Crores (Rs. One Hundred Forty-One Crores)
Long Term Term Loan	ICRA [BBB/Stable]
Short-Term - Non-Fund-based Working Capital limits	ICRA [A3+]

DIVIDEND

Your Board of directors are pleased to recommend a dividend Rs.0.40 per equity shares of Rs. 10/- [@ 4%] each on the 3,99,52,200 Equity Shares) for the Financial Year 2024-25 aggregating to Rs.159.81 Lakhs (Previous year: Rs. Nil).

Any Member of the company who wishes to relinquish their dividend rights to participate in the final dividend Rs.0.40 (@ 4%) per share are requested to fill up the form as available on the website of the company www.comsyn.com and send it to the Company Secretary of the company by way of email at cs@comsyn.com /investors@comsyn.com or investor@bigshareonline.com or by the Registered Post or by hand as the case may be.

The aforesaid final dividend if subject to the approval by the members and shall be payable to those members whose names appears in the records (subject to the consideration of the request for relinquishment of the rights for participate in the final dividend if any) of the depositories as on the cut off date 22nd Sept., 2025.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. In the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed;

b. Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made 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, 2025 and of the profit of the company for the year ended on that date; c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual financial statements have been prepared on a going concern basis;

e. Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CAPITAL STRUCTURE AND LISTING OF SHARES AT STOCK EXCHANGES

The Authorized Equity Share Capital of the Company as on 31st March 2025 was Rs. 4,250.00 Lakhs divided into 425.00 Lakhs equity shares of Rs. 10/- each. The paid-up Equity Share Capital of the Company as on 31st March,2025 was Rs.3995.22 Lakhs divided into 39.9522 Lakhs Equity shares of Rs.10/- each and the entire equity shares of the company are listed and frequently traded on the Main Board of BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing Fees to BSE Ltd and NSE Ltd for the year 2025-26 and the Custodian fee to the CDSL and NSDL for the financial year 2025-26 on time.

Change in Capital Structure and issuance of Warrants:-

1) During the period under review, The members of the company at their 1/2024-25 Extra-Ordinary General Meeting held on 10th January, 2025 has passed the resolutions related to increase in Authorized Share Capital of the company from Rs. 4000.00 Lakhs to Rs. 4250.00 Lakhs by creation of 25.00 Lakhs equity shares of Rs. 10/- each.

2) The company has issued 20,00,000 convertible warrants of Rs.72/- convertible into 20,00,000 equity shares of Rs. 10/- each at a premium of Rs.62/- per share within a period 18 (Eighteen) months from the date of issue of such warrants at the option of the warrant holder to the Promotor and Promoter group at the Board meeting held on 20th March, 2025 through preferential issue under the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 made thereunder and as per SEBI (ICDR) Regulations, 2018, as amended from time to time for which the in-principle approval was also obtained by the company from BSE Ltd. and National Stock Exchange of India Ltd.

CHANGES IN RESERVES

During the period under review, the company has not transferred any amount to the general reserves or any other reserves.

FINANCE

Cash and cash equivalent of the Company as at 31st March, 2025 is Rs.161.50 Lakhs (Previous year Rs.44.72 Lakhs). Your Company continues to focus on management of its working capital. Further, receivables, inventories and other working capital parameters are kept under continuous monitoring. Your company has availed the various credit facilities from the Bankers of the Company for short term and long-term financial requirements from time to time.

DEPOSITS

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31stMarch,2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

S.No.	Particulars	Amt in Rs.
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year
	At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There are no deposit which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and there rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has made an investment and provided loans and guarantees to Body Corporate (including Wholly-Owned Subsidiary) which is within the limit as prescribed under the provisions section 186 of the Companies Act, 2013. Details of the Loans and investment made by the company in other Body Corporate including subsidiary and the Associate Company which has been given in the financial statements attached with the Board Report.

CSR INITIATIVES

In view of the profits, your Company is required to undertake "Corporate Social Responsibility" (CSR) activities during the year 2024-25 as required under the provisions of section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, the Company has carried various activities, which are in accordance with CSR Policy of the Company read with the Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as "Annexure A".

OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved positive engagement of personnel on plant at every level.With regard to contractor safety, the two key focus areas identified were:

Facility Management for the contractors employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.

Equipment, Tools & Material Management.

The Equipment, Tools & Material Management program ensured that the tools used by the contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Companys objectives to ensure ‘Zero Harm.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("SHOW"). As per the requirement of the "SHOW" and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under:-

Category	No. of complaints pendi ng at the beginning of F.Y. 2024-25	No. of complaints filed during the F.Y. 2024-25	No. of complaints disposed off during the F.Y. 2024-25	No. of complaints pending as at the end of F.Y. 2024-25	Total number of Complaints pending for more than 90 days
Sexual Harassment	Nil	Nil	Nil	Nil	0

Since, no complaint is received during the year which is appreciable as the management of the company endeavor to provide safe environment for the female employees of the company.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Your Company always protect the employment of women and ensure their well-being during and after childbirth. During the period under review, there was no case of maternity benefit.

The Company affirms that it adheres to the provisions of the Maternity Benefit Act, 1961, and is committed to ensuring compliance with all applicable statutory requirements related to maternity benefits, including maternity leave, benefits during the period of absence, and protection of employment. The Company remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company operates in manufacturing and trading of FIBC, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner and Flexible Packaging etc. The major risks factors involved in the manufacturing and trading process are constantly maintaining high quality standards, fluctuations in the price of raw materials, risks from international competitors, fluctuations in currency rates, etc. Other than this, the Government Policy, local area authority, Taxation Policy may adversely affect the profitability of the Company subject to various processes and clearance etc. as may be decided by the concerning State Government. Further, general market conditions relating to the demand, supply, and price relating to the products of the company also affect the business operations of the Company.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit and process, the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as "Annexure B" and are also posted on the website of the Companyhttps://comsyn.com/wp-content/uploads/2021/12/Vigil-Mechanism-Whistle-Blower-Policy.pdf

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

As on the closure of the financial year, following are Subsidiary as an Associate of your companies:-

Name of the Company	Status	% age of Holding
Comsyn India Private Limited	Wholly Owned Subsidiary	100.00%
Smartlift Bulk Packaging Limited	Associate Concern/Company	49.00%

Report on performance of the Associate and Wholly Owned Subsidiary Company

Pursuant to the provisions of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014,

your company is attaching Form AOC-1 is annexed herewith as "Annexure-C" and forms part of this report.

BOARD OF DIRECTORS, THEIR MEETINGS & KMPS

Constitution of the Board

The Board of directors are comprising of total 6 (Six) Directors, which includes 3 (Three) Independent and 1 (One) Women director. The Chairman of the Board is a Promoter and Managing Director of the Company. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles in the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

Board Independence

Our definition of ‘Independence of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. The Company is having total 6 (Six) Directors in the Board out of them the following 3

(Three) directors are Independent Directors. During the period under review the status of Independent Directors were as follows:

1. Shri Hitesh Mehta (DIN: 00427646) ceased w.e.f. 19th June, 2025

2. Shri Milind Mahajan (DIN:00155762)

3. Shri Vijay Kumar Bansal (DIN:09002441)

4. Shri Sunil Agrawal (DIN:11160031) w.e.f. 19th June, 2025

The Independent Directors were appointed for a term of 5 (Five) consecutive years and shall not be liable to retire by rotation.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the

independent directors appointed during the year

The company has not appointed/re-appointed any Independent Director during the period under review. Board is of the opinion that all the existing Independent Directors in the Board of directors are having integrity, expertise (including proficiency) and are registered as an Independent Director under the director database maintained by IICA.

DECLARATION BY THE INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013and the SEBI (LODR) Regulations, 2015. Your Board of directors is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2024-25.

The Independent Directors have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the management.

Director is liable to retire by rotation seeking re-appointment:

Smt. Ranjana Choudhary (DIN:03349699) the Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers herself for re-appointment. Your directors recommend passing necessary resolution as set out in notice of Annual General Meeting.

Director seeking re-appointment in the ensuing Annual General Meeting:

1) On the recommendation of the Nomination and Remuneration Committee, your Board of directors proposed to re-appoint Shri Virendra Singh Pamecha (DIN: 07456367) as the Whole-time Director of the company for the further period of 3 (Three) years w.e.f. 26th March, 2026;

2) On the recommendation of the Nomination and Remuneration Committee, your Board of directors proposed to re-appoint Shri Vijay Kumar Bansal (DIN: 09002441) as the Director under the category of Non-Executive Independent Director for the second and final term of 5 (Five) consecutive year w.e.f. 14th February, 2026 as a director not liable to retire by rotation.

Executive Directors and Key Managerial Personnel and their changes

Shri Anil Choudhary, Chairman & Managing Director, Smt. Ranjana Choudhary, and Shri Virendra Singh Pamecha, are Whole-time Directors and Shri Ravindra Choudhary, CEO, Shri Abhishek Jain, CFO & Compliance Officer and Shri Sandeep Patel, Company Secretary are the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

During the reporting period, there were following changes in the Directors and Key Managerial Personnel.

1. Cessation of Ms. Pooja Choukse as Company secretary & Compliance Officer with effect from 10th September, 2024;

2. Change in designation of Shri Abhishek Jain from CFO to CFO & Compliance Officer of the company;

3. Appointment of Shri Sandeep Patel as Company Secretary with effect from 15th February, 2025.

Changes in the Board of Directors after closure of the Financial year:

1. Shri Sunil Agrawal (DIN: 11160031) was appointed as an Additional Director in category of the Non-Executive Independent Director by the Board on 19th June, 2025 for first term of 5 (five) consecutive years and was confirmed by the shareholders in 1/2025-26 Extra-Ordinary General Meeting held on 14th July, 2025.

A Statement regarding opinion of the Board with regard to integrity, expertise and experience including the proficiency of the

Shri Sunil Agrawal (DIN: 11160031) appointed.

The Board is of the opinion that, Shri Sunil Agrawal, is a seasoned professional and Fellow Member of the Institute of Chartered Accountants of India, with over 28 years of experience in the field of audit, taxation, corporate advisory, and management consultancy and is having integrity, expertise and relevant experience to be appointed as the Independent Director of the company.

2. Cessation of Shri Hitesh Mehta as Independent Director due to completion of full and final second term of his appointment as the Independent Director with effect from 19th June, 2025;

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business:

The notice of Board meetings is given well in advance to all the Directors. All the Meetings of the Board were held in Indore, at the Registered Office of the Company. The Agenda of the Board/ Committee meetings alongwith the relevant Board papers are circulated at least a week prior to the date of the meeting. However, in case of urgent business needs, notice and agenda of Board/ Committee Meetings were circulated on shorter notice period with consent and presence of Independent Directors at the Meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 7 (Seven) times in the Financial Year 2024-25. Details of the meeting and attendance are provided in Corporate

Governance Report as attached in the Annual Report of this year.

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 14th November, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content, and timeliness of the flow of information between Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under section 178(3), is uploaded on companys website,https://comsyn.com/wp-content/uploads/2021/12/RevisedNOMINATION-AND-REMUNERATION-POLICY-2-1.pdf

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii. Quality of contribution to Board deliberations. iii. Strategic perspectives or inputs regarding future growth of company and its performance. iv. Providing perspectives and feedback going beyond the information provided by the management. v. Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.

Investor Education and Protection Fund (IEPF)

The details related to dividend remains unpaid-unclaimed in the Company has been given in the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Companys website at http://comsyn.com/

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the

following Five (5) committees:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

(d) Corporate Social Responsibility Committee (CSR); and

(e) Corporate Compliance Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. Apart from the above committees, the company is also having an Internal Compliant Committee constituted as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the Financial Year 2024-25 were on Arms Length Basis and were in the Ordinary Course of business. There were certain material RPT as specified in section 188(1)(f) of the Companies Act, 2013 for which prior approval of members in the Annual General Meeting held on 30th September, 2021 was already obtained. Necessary Form AOC-2 is enclosed as "Annexure D" in this Board Report.

All the RPT were approved by the Audit Committee on omnibus basis or otherwise and by the Board and for certain items the

company has taken specific approval of members in the respective meetings.

Your Board of directors considers that there are certain transactions which may be material in the F.Y. 2025-26 for which the Board of

directors is seeking necessary approval of members as per the details specified in the Notice of 41st AGM.

The policy on RPT as approved by the Board is uploaded on the Companys website. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule8(2) of the Companies (Accounts) Rules, 2014 is hosted on the website of the Company at: https://comsyn.com/wp-content/uploads/2025/02/Amended-Material-RPT-Policy-CSBL-14.02.20225.pdf

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators/Courts during the year under review which would impact the going

concern status of the Company and its future operations.

AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT

Statutory Auditors & Their Report

M/s Ashok Kumar Agrawal & Associates., Chartered Accountants, (ICAI Firm Registration No. 022522C), the Statutory Auditors were appointed for a First term of consecutive 5 (Five) years at 40th Annual General Meeting of the Company held on 30th September, 2024 till the conclusion of 45th Annual General Meeting of the company to be held in the calendar year 2030. The auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Your Board is pleased to inform you that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

Secretarial Auditors & Their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Ishan Jain & Co., Company Secretaries (FRN: S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the year, 2024-25. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as "Annexure E" of this report.

Your Board is pleased to submit that there are no adverse comment/observation which requires management clarification.

Further, the Board of directors on the recommendation of the Audit Committee, at its meeting held on 4th Sept., 2025 has recommended the members to approve the appointment of M/s Ishan Jain & Co., Company Secretaries (FRN: S2021MP802300; FCS 9978; CP 13032) to conduct Secretarial Audit for the consecutive 5 (five) years from the conclusion of the 41st AGM till the conclusion of the 46th AGM to be held in the calendar year 2030.

Mr. Ishan Jain, Proprietor of the Ishan Jain & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

Cost Auditors and Records

Your Company was not required to appoint a Cost Auditor for the year 2024-25. As per the Rule 3(1)of Companies (Cost Records and Audit) Rules, 2014 as it was not applicable. However, the company has maintained the Cost Records as per the Companies (Cost Records and Audit) Rules, 2014.

DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS

As per the provisions of section 134(3) of the Companies Act, 2013 read with Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors to Audit Committee/Board during the year under review. Further that there were no frauds committed against the Company and persons which are reportable under section 141(12) by the Auditors to the Central Government.

Corporate Governance & Management Discussion and Analysis

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on

Corporate Governance is given and a certificate has been obtained from Auditors of the Company.

Practicing Company Secretary has also given a certificate certifying that none of the director of the Company as at 31st March, 2025

is disqualified which is also part of Corporate Governance Report.

Management and Discussion and Analysis Report is also enclosed along with this Report.

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for their directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at following link.https://comsyn.com/wp-content/uploads/2021/12/CSBL_Code-of-Conduct-for-BODKMPs-Senior-Management_.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder read with Ind(AS), specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31st March, 2025, Forms part of the Annual Report and is also available on the website of the company www.comsyn.com.

Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section

134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as

"Annexure F"

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2025 has been uploaded on the website of the Company and the web link of the same is: https://comsyn.com/investor-relation/financials/

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND

PARTICULARS OF EMPLOYEES.

Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure G."

Employees drawing remuneration in excess of Rs. 102.00 Lakhs or more per annum, or Rs. 8.50 Lakhs per month for the part

of the year

During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakhs (Rs.One Crore Two Lakhs or more per annum), or Rs. 8.50 Lakhs (Rs. Eight Lakhs Fifty Thousand per month for the part of the year), in accordance with the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

There are two employees who are drawing remuneration in excess of the remuneration of Whole-time Director of the company and

hold more than 2% of the shareholding alongwith their spouse is as follows:-

Particulars	Shri Pramal Choudhary	Shri Ravindra Choudhary
Designation	Chief Operating Officer	Chief Executive Officer
Remuneration Received	Rs. 57,00,000	Rs. 48,00,000
Nature of Employment	Permanent	Permanent
Qualification and Experience	MBA and Experience of 15 years	B.Com., Diploma in Finance and Tax Management and Diploma in Import Export Management GMCS (IIM Indore) and Experience of 14 years
Date of Commencement of	01.03.2010	01.07.2011
Employment Age	38 years	51 years
Last Employment held by such employee before joining the company	-	-
% of Equity Shares held by employee alongwith their spouse and dependent children	3.06	2.89
Relationship with Directors	Son of Shri Anil Choudhary, CMD	Relative of Smt. Ranjana Choudhary WTD

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the financial year ended on 31st March, 2025, to which the financial statements relate and the date of this report except that the Company has acquired 1% i.e. 10 shares in Smartlift Bulk Packaging Limited, U.K. by payment of agreed consideration of GBP 43,500 to Trevor William Bland on 05th May, 2025with this acquisition the Company now holds 50% of the paid-up share capital of Smartlift Bulk Packaging Limited.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of Business during the period under review.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company.

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the companys success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the companys website at https://comsyn.com/wp-content/uploads/2025/04/FAMILIARISATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE

AGM

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC /OVAM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility is given with the notice of the Meeting.

CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Companys objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to theCompanys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

GENERAL

Your Directors state that during the year under review:

a. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement. c. Neither the Managing Director nor Whole-time Directors receives any remuneration or commission from its subsidiary. d. The Company has complied with the applicable Secretarial Standards as prescribed under the Companies Act, 2013. e. Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares, de-mergers and split and has not failed to implement or complete the Corporate Action within prescribed timelines except that, the company has issued 20,00,000 warrants convertible into equity shares of Rs.10/- each at a premium of Rs. 62/- per share and the company has duly executed the Corporate Action well in time;

f. There were no revisions in the Financial Statement and Boards Report. g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme. h. The company has not issued any shares which carry differential voting rights. i. Details of unclaimed dividends have been provided as part of the Corporate Governance report.

j. There are no voting rights exercised by any employee of the Company pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014

ACKNOWLEDGEMENTS

Your directors thank the various Central and State Government Departments, Organizations and Agencies and bankers to the Company for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of all other stakeholders of the Company viz. customers, members, dealers, vendors, and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Place : Indore	For and on behalf of the Board
Date: 4th September, 2025
	Anil Choudhary
	Chairman & Managing Director
	DIN : 00017913