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Company Information

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COMFORT INTECH LTD.

19 October 2026 | 11:24

Industry >> Finance & Investments

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ISIN No INE819A01049 BSE Code / NSE Code 531216 / COMFINTE Book Value (Rs.) 5.46 Face Value 1.00
Bookclosure 14/09/2026 52Week High 9 EPS 0.00 P/E 0.00
Market Cap. 296.90 Cr. 52Week Low 5 P/BV / Div Yield (%) 1.70 / 0.54 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the 32nd (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:

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 Company's total revenue from operations on a standalone basis has changed to
' 16,916.36 lakh as compared to ' 17,592.00 lakh in the previous financial year. The Net profit has changed to ' 179.40 lakh
as compared to ' 790.19 lakh in the previous financial year.

During the year under review, your Company's total revenue from operations on a consolidated basis has changed to
' 17,578.13 lakh as compared to ' 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 ' 292.75 lakh as compared to a Net profit of ' 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 ' 0.05/- (Rupees Five Paise only) per equity share of
' 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 Company's
website at
www.comfortintech.com/investor-relations.

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
' 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
www.iepf.gov.in and
sending a physical copy of the same, duly signed by them to the Nodal Officer of the Company, along with requisite
documents enumerated in the e-Form No. IEPF-5.

Share Capital

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

Share Capital

Amount in '

Authorized Share Capital (45,00,00,000 Equity Shares of Re. 01/- each)

45,00,00,000

Issued & Subscribed Share Capital (31,99,71,540 Equity Shares of Re. 01/- each)

31,99,71,540

Paid-up Share Capital (31,99,38,080 Equity Shares of Re. 01/- 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 Company's 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
at ' 4,164.43 lakh.

Listing with the Stock Exchange

-Your Company's 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.

However, 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 Company's 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 (1) 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 Company's 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 Lal Thakur

00392511

Non-Executive Non-Independent Director

3

08878724

Executive Woman Director

IV11 0. / \ldd\ul 1 v—.L IxLJGLJ 1 1 1

4

Mr. Milin Ramani

07697636

Non-Executive Independent Director

5

Mr. Hiten Sanmukhlal Shah

02185059

Non-Executive Independent Director

6

Mr. Vibhor Kala _|

05214038

Non-Executive Independent Director_|_|_

Changes in Directors

(1) Cessation/ Resignation/Change in designation

During the year under review, Mr. Devendra Lal 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. His 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(1) 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(51) and 203 of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No. Name of the KMP

Designation

1. Mr. 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 Company's 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(1)(b) of the SEBI Listing Regulations. The same are hosted on the
website of the Company at
www.comfortintech.com/investor-relations.

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(1) 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 (IICA).

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
www.comfortintech.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.

• 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 Company's 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 Company's website at
www.comfortintech.com/investor-relations.

• 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 (1) 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 Company's website at
www.comfortintech.com/investor-relations.

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 Company's Board has adopted a policy on
succession planning for the Board and Senior Management. The policy is available on the website of the Company
at
www.comfortintech.com/investor-relations. 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 28th 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 28th AGM till the conclusion of the 33rd
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(1) 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 arm's 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 (1) of the Act, as required to be disclosed
under Form AOC-2 pursuant to Section 134 (3) of the Act is attached as
"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
www.comfortintech.com/investor-relations.

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 www.comfortintech.com/investor-relations.

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 employee's 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 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 Company's 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 Company's 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 Company's website at
www.comfortintech.com/investor-relations.

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 www.comfortintech.com/investor-relations.

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 Company's 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 Company's 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
www.comfortintech.com/investor-
relations
.

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 Company's 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.
However, 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
Company's website
www.comfortintech.com/investor-relations.

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 Company's 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-1) 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 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;

• 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;

• 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 Company's 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/-

Ankur Agrawal
Chairperson & Director
DIN: 06408167

Date : August 12, 2026
Place : Mumbai