Directors Report of Comrade Appliances Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 09^th Annual Report together with the Audited
Financial Statements for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

(Amount in lakhs)

Particulars
	FY2024-25	FY2023-24*
Revenue from Operations	5,731.42	2,898.87
Other Income	10.97	11.16
Total Revenue	5,742.39	2910.03
Total Expense	5,682.77	2,824.83
Profit before exceptional items and Tax	59.62	85.21
Exceptional Items	-	-
Profit before Tax	59.62	85.21
Current tax	20.45	-
Deferred tax liability	(13.89)	32.68
Tax adjustment of earlier Year	-	-
Net Profit After Tax	53.06	52.53

*Previous year figures have been regrouped / re-arranged wherever necessary.

2. FINANCIAL PERFORMANCE:

During the year under review, the sales and other income increased from Rs. 2,910.03 (in lakhs)
to Rs. 5,742.39 (in lakhs) as compared to previous year. The Net Profit after tax stood at Rs. 53.06
(in lakhs) as against profit of Rs. 52.52 (in lakhs) in the previous year.

3. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 which will be
filed with the Registrar of Companies/MCA, can be accessed on the website of the Company i.e.
https://comrade.net.in/

4. CAPITAL STRUCTURE:

Authorised Share Capital:

As on 1st July, 2024, the Authorized share capital of the Company is increased from Rs.
8,50,00,000/- (Rupees Eight Crore and Fifty Lakhs only) divided into 85,00,000 (Eighty Five
Lakhs) equity shares of Rs. 10 (Rupees Ten only) each to Rs. 11,00,00,000 (Rupees Eleven Crores
only) divided into 1,10,00,000 (One Crore Ten Lakhs only) equity shares of Rs. 10/ - (Rupees Ten
only).

Issued, Subscribed and Paid Up Capital:

The period under review for the financial year the issued, subscribed and paid up share capital
of the company stood at Rs. 7,77,87,950/- (Seven crore seventy seven lakh eighty seven thousand
nine hundred and fifty) divided into 77,78,795 (Seventy Seven Lakh Seventy Eight Thousand
Seven hundred and ninety Five) shares of Rs. 10/- (Rupees Ten each).

Further, the company has made the following allotment of equity shares and convertible share
warrants during the year under review:

a) Allotment of 2,00,000 (Two Lakh only) number of equity shares of face value of Rs. 10/-
(Rupees Ten Only) each at an issue price of Rs. 109/ - per share to the Allottees.

b) Allotment of 9,50,000 (Nine Lakh and fifty thousand Only) number of Convertible share
warrants of face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 109/ -
per warrant to the Allottees.

c) Allotment of 50,000 Equity Shares upon conversion of Warrants of face value of Rs. 10/-
(Rupees Ten Only) at an issue price of Rs. 109/ - on 22nd November, 2024.

5. DIVIDEND

In order to preserve funds for future business endeavors, your directors do not recommend any
dividend on equity shares.

6. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. Further the company has
complied with the annual filing as required under rule 16 and 16A of the Companies
(Acceptance of Deposits) Rules, 2014 for the financial year ended March 31, 2025.

7. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

8. SECRETARIAL STANDARD OF ICSI:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such
systems are adequate and operating effectively. During the year under review, the Company
was in compliance with the Secretarial Standards (SS) i.e., SS - 1 and SS - 2, relating to "Meetings
of the Board of Directors" and "General Meetings", respectively.

9. IMPLEMENTATION OF CORPORATE ACTION:

During the year under review, the Company has not failed to implement any Corporate Actions
within the specified time limit.

10. INDUSTRIAL RELATIONS:

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

11. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Venture and Associate Company.

12. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has a well-defined risk management framework in place. The risk management
framework works at various levels across the enterprise. These levels form the strategic defense
cover of the Company''s risk management. Though the various risks associated with the busine ss
cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the
operations of the Company.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Company''s policies, safeguarding of its assets,
prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures. The Company on
various activities also puts necessary internal control systems in place to ensure that business
operations are directed towards attaining the stated organizational objectives with optimum
utilization of the resources.

14. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board
Members and Senior Management personnel of the Company. The Board Members and the
Senior Management personnel have confirmed compliance with the code for the financial year
2024-25. The requirement of declaration by chief executive officer stating the compliance with the
code of conduct of is not applicable for the company listed on SME platform. Therefore, such
declaration does not form part of this annual report.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s
length basis and were in the ordinary course of business. There were no Materially Related Party
Transactions i.e. transactions exceeding 10% of the annual turnover as per the last audited
Financial statements. Particulars of contract or arrangements with related parties are annexed
herewith in Form AOC 2 as Annexure-A

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on
Company''s website. Further Suitable Disclosure as required by the Accounting Standards (AS18)
has been made in the notes to the Financial Statements in the Annual Report.

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying
unpaid or unclaimed for a period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund (IEPF).

17. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a
formal mechanism for all employees and the Directors of the Company to report about unethical
behavior, actual or suspected fraud or violation of the Company''s code of conduct or an event he
becomes aware of that could have a detrimental effect on the business or reputation of the
Company and provides reassurance that they will be protected from reprisals or victimization
for whistle blowing. The Policy has been posted on the Company''s website. No person was
denied access to the Chairperson of the Audit Committee to report any concern. The said Whistle
Blower Policy has been disseminated on the Company''s website.

The detailed Vigil Mechanism/Whistle Blower Policy of the Company is uploaded on the
Company''s website may be accessed on the Company''s website at www.comrade.net.in.

18. PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Inside Trading Policy in accordance with the
requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Inside Trading Policy of the company lays down guidelines and
procedure to be followed, and disclosure to be made while dealing with shares of the company
as well as consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of dealing
in the Company''s shares.

The Company had in place a "Code of Conduct for Prevention of Insider Trading and Corporate
Disclosure Practices", in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015.

Accordingly, the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other
connected persons.

The code referred above is placed on the Company''s website at www.comrade.net.in.

19. CORPORATE GOVERNANCE:

Since the Company''s Securities are listed on SME platform of BSE Limited ("BSE"), by virtue of
Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the
compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and
clause (b) to (i) and (t) of sub - regulation (2) of regulation 46 and Para C, D and E of Schedule V
are not applicable to the company. Hence corporate Governance does not form part of this
Board''s Report.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to the company since
0the company have not exceeded the limit as specified under the said section, therefore company
has not made any expenditure towards corporate social responsibility and is not required to
constitute a Corporate Social Responsibility Committee.

21. SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Board of India (SEBI), M/s. Mayank Arora & Co.,
Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total
admitted capital with National Securities Depository Limited (NSDL), Central Depository
Services (India) Limited (CDSL) and shares held physically as per the register of members and
the total issued and listed capital.

22. INVESTORS CORRESPONDENCE

Bigshare Services Pvt Ltd.

Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road,
Andheri (East) Mumbai - 400093.

Tel No: 1800 22 54 22, 022-62638338
Email-id: [email protected]
Website: https://ivote.bigshareonline.com

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Appointment/Re-appointment of Directors:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Mehboob Alam (DIN: 07620289), Director of the company is liable to retire by
rotation in the ensuing 09^th Annual General Meeting and being eligible, he offers himself for re¬
appointment.

During the year under review, the non-executive independent directors of the Company had no
material pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committee of the Company.

Details of the Directors seeking appointment/reappointment including a profile of the aforesaid
Director is given in the Notice convening the 09th Annual General Meeting of the Company.

Based on the confirmations received, the aforesaid director is not disqualified for appointment
under section 164(2) of Companies Act, 2013.

b. Key Managerial Personnel (KMP):

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Key Managerial Personnel (KMP) of the Company as on 31st March, 2025 are as follows:

• Mr. Khursheed Alam (DIN: 07349338), Managing Director of the Company

• Mr. Khursheed Alam, Chief Financial Officer (CFO) of the Company

• Ms. Malvika Jagani, Company Secretary & Compliance Officer of the Company

During the year under review, Ms. Malvika Jagani was appointed as Company Secretary w.e.f.
11^th February, 2025.

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR)
Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and
possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not
aware of any circumstances or situation which exist or may be reasonably anticipated that could
impair or impact their ability to discharge their duties. Based on the declarations received from
the independent directors, the Board has confirmed that they meet the criteria of independence
as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are
independent of the management.

d. Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual Directors pursuant to the provisions of Sections 134, 178 and
Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration
inputs received from the Directors, covering various aspects of the Board''s functioning such as
adequacy of the composition of the Board and its Committees, performance of specific duties,
independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after
seeking inputs from all the directors on the effectiveness and contribution of the Independent
Directors.

The performance of the Committees was evaluated by the Board after seeking comments from
the Committee members based on the criteria such as the composition of Committees,
effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution
of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors,
and the performance of the Chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The Independent Directors also assessed the quality,
frequency and timeliness of flow of information between the Board and the management that is
necessary for effective performance.

e. Familiarization Programme for Independent Director:

The Company, from time to time organize the Familiarization Program for its Independent
Directors. The objective of the familiarization program is to familiarize Company''s Independent
Directors inter-alia on the following:

a) Nature of the Industry in which the Company operates;

b) Business environment and operational model of various business divisions of the
Company;

c) Roles, Rights and Responsibilities of Directors;

d) Important changes in the Regulatory framework having impact on the Company;

In addition, the Company also undertakes initiatives to update the Independent Directors
about:

a) On-going events and developments relating to the Company and significant changes in
the Regulatory environment by way of presentations.

b) Operations and financial performance of the Company.

The company has conducted the familiarization programme for the FY2024-25 and the detail of
the programme is uploaded on the website of the company which can be accessed at
www.comrade.net.in.

f. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act, the Nomination & Remuneration
Committee is responsible for formulating the criteria for determining qualification, positive
attributes and independence of a Director. The Nomination & Remuneration Committee is also
responsible for recommending to the Board a policy relating to the remuneration of the
Directors, Key Managerial Personal and other employees. In line with this requirement, the
Board has formulated a policy which is uploaded on the website of the company and can be
accessed at www.comrade.net.in.

g. Non Disqualification of Directors:

None of the Directors on the Board of the Company for the Financial Year ending on March 31,
2025 have been debarred or disqualified from being appointed or continuing as Directors of
companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any
such other Statutory Authority.

24. AUDITORS

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with rules made
thereunder, M/ s. Suvarna & Katdare. (Firm Registration No. 125080W) Chartered Accountants
have been appointed as the statutory auditors of the company to hold the office till the
conclusion of the Annual General Meeting of the company to be held in the financial year 2024¬
25 in accordance with the provisions of section 141 of Companies Act, 2013.

Further, it is proposed to re-appoint M/ s. Suvarna & Katdare. (Firm Registration No. 125080W)
Chartered Accountants as the statutory auditors of the company to hold the office from the
conclusion of the ensuing Annual General Meeting of the company till the conclusion of the

Annual General Meeting to be held for FY 2029-30 in accordance with the provisions of section
141 of Companies Act, 2013.

b. Internal Auditor

The provision of Section 138 of the Companies Act, 2013 is applicable to company and company
has appointed Mr. Fahad Patel to carry out internal Audit for the financial year 2024-25 based on
the recommendation of the Audit Committee.

c. Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder,
M/s. Nidhi Bajaj & Associates, Company Secretaries has been appointed as Secretarial Auditor
of the company for the Financial Year 2024-25. A Secretarial Auditor Report in Form MR-3 given
by M/ s. Nidhi Bajaj & Associates for the Financial Year ended on 31st March, 2025 has been
provided in Annexure-B which forms parts of this report. The Secretarial Audit Report does not
contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

The Company has complied with the applicable secretarial standards issued by the Institute of
Company Secretaries of India.

d. Cost Records And Cost Audit

The provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the company.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS:

a. Statutory Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report
made for the financial year under review. The financial statements of the Company for the
financial year 2024-25 is unmodified & self-explanatory and therefore do not call for any
comments under Section 134 of the Companies Act, 2013, the declaration of unmodified opinion
as required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
has been provided by the company to the stock exchange.

b. Secretarial Audit Report by Practicing Company Secretary:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in
his report made for the financial year under review.

c. Details of fraud reported by the auditor under sub-section (12) of section 143 of the
Companies Act, 2013:

There were no frauds which are reported to have been committed by employees or officers of the
Company. The statutory auditors of the Company have vide their report of even date confirmed
that no fraud by the Company and no material fraud on the Company has been noticed or
reported during the year.

26. MEETING OF BOARD OF DIRECTORS

A. Number of Board Meetings in the year (FY 2024- 25)

The Board met 7 times during the financial year 2024-25 on 30/05/2024, 24/08/2024,
14/11/2024, 22/11/2024, 31/01/2025, 11/02/2025, 28/03/2025 the intervening gap between any
two meetings was within the period prescribed by the Companies Act, 2013.

B. Attendance of Directors at Board meetings held during the year:

Sr. No.	Name of Director	Category of Director	No. of Board Meetings attended	Attendance at the lastAGM
1.	Mr. Khursheed Alam DIN: 07349338	Managing Director	7of 7	Yes
2.	Mr. Shakir Khan DIN: 07719992	Executive Director	7 of 7	Yes
3.	Mr. Mehboob Alam DIN: 07620289	Non-Executive Non-Independent Director	7 of 7	Yes
4.	Mr. Rajan Agarwal DIN: 01282739	Independent Director	7 of 7	Yes
5.	Ms. Sonu Dhariwal DIN: 05359013	Independent Director	7 of 7	Yes

C. Separate Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI
Listing Regulations, 2015, the independent directors held their separate meeting on 20th
February 2025, without the attendance of non-independent directors and members of
Management, inter alia, to discuss the following:

i) Review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties; and

All Independent Directors were present at the meeting, deliberated on the above and expressed
their satisfaction on each of the matters.

27. COMMITTEES OF THE BOARD:

There are currently three committees of the Board which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee

The Composition of the committees and relative compliances, are in line with the applicable
provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Details of term
of reference of the Committees, Committees Membership and attendance at Meetings of the
Committees are provided as follows:

A. Audit Committee

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the
Companies Act, 2013. All members of the Audit Committee possess financial/accounting
expertise/exposure.

The Audit committee met four (4) times during the financial year 2024-25. The Committee met
on 30/05/2024, 24/08/2024, 14/11/2024 and 22/11/2024. The Necessary quorum was present
for all Meetings. The table below provides composition and attendance of the Audit Committee.

Sr No.	Name	Category	Meetings Attended
1	Mr. Rajan Agarwal	Chairman & Independent Director	4 of 4
2	Ms. Sonu Dhariwal	Member & Independent Director	4 of 4
3	Mr. Mehboob Alam	Member & Non-Executive and Non-Independent Director	4 of 4

The primary objective of the Committee is to monitor and provide an effective supervision of the
Management''s financial reporting process, to ensure accurate and timely disclosures, with the
highest level of transparency, integrity and quality of financial reporting and its Compliances
with the legal and regulatory requirements. The committee oversees the work carried out in the

financial reporting process by the Management and the Statutory Auditors and, note the process
and safeguards employed by each of them.

Term of reference:

The term of reference, role, powers, rights, authority and obligations of the Audit Committee are
in conformity with the applicable provisions of the Companies Act, 2013 and Listing Obligation
Requirements (including any statutory modification(s) or re- enactment or amendment thereof.

B. Nomination & Remuneration Committee;

The Company has duly constituted the Nomination and Remuneration Committee pursuant to
the provisions of Section 178 of the Companies Act, 2013. The committee has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. This policy also lays down criteria for
selection and appointment of Board Members. The Nomination & Remuneration committee met
one (1) time during the Financial Year 2024-25. The Committee met 11/02/2025. A brief detail of
the policy is posted on the website of the Company i.e. www.comrade.net.in. The table below
provides composition and attendance of the Nomination and Remuneration Committee.

Sr No.	Name	Category	Meetings Attended
1	Mr. Rajan Agarwal	Chairman & Independent Director	1 of 1
2	Ms. Sonu Dhariwal	Member & Independent Director	1 of 1
3	Mr. Mehboob Alam	Member & Non-Executive Director	1 of 1

The Company Secretary of the Company acts as the Secretary to the Committee.

C. Stakeholders Relationship Committee;

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the
provisions of Section 178 of the Companies Act, 2013.

The Stakeholders Relationship Committee met one (1) time during the financial year 2024-25.
The Committee met on 11/02/2025.

The necessary quorum was present for all Meetings. The table below provides composition and
attendance of the meetings of the Stakeholders Relationship Committee.

Sr No.	Name	Category	Meetings Attended
1.	Mr. Mehboob Alam	Chairman & Non-Executive Director	1 of 1

2.	Mr. Khursheed Alam	Member & Managing Director	1 of 1
3.	Mr. Rajan Agarwal	Member & Independent Director	1 of 1

No investor complaints were received during the financial year 2024-25.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO

(a) Conservation of energy

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
	(b) the year of import;
(iv)	whether the technology been fully absorbed;	Nil
	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
	the expenditure incurred on Research and Development
(i)	the effort made towards technology absorption	Nil

(b) Technology absorption

(i)	the steps taken or impact on conservation ofenergy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	The capital investment on energy conservation equipment''s	Not applicable, in view of comments in clause (i)

(c) Foreign Exchange earnings and outgo

There is no Foreign Exchange earnings and outgo during the period under review.

29. OTHER DISCLOSURE:
a. Transfer to reserves:

During the year, the profit earned during the year has been carried to the balance sheet of the
Company.

b. Material Changes And Commitments 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 the report:

There have been no material changes and commitments that have occurred after close of the
financial year till the date of this report, which affect the financial position of the Company.

c. Particulars of Loans, Guarantees or investments:

The details relating to loans or guarantees or investments covered under the provisions of
section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial
Statement.

d. Particulars of Employees:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure-C. The provisions of Rule 5(2) and 5(3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the
company as none of the employees was in receipt of remuneration in excess of the limit
prescribed in the said rule during the financial year 2024-25.

e. Listing And Depository Fee

The shares of the company got listed on the SME Platform of BSE Limited during the reporting
period and the listing fee or the FY2024-25 have been duly paid to the BSE where the shares of
the company are listed.

f. Registrar and Share Transfer Agent:

M/s Bigshare Services Private Limited is the Registrar and Share Transfer Agent of the
Company for the physical and Demat shares. The members are requested to contact directly for
any requirements.

g. Statement of Deviation or Variation

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, there is no deviation or variation in the use of funds raised through public
issue of equity shares from the objects stated in the prospectus of the Company. A statement to
that effect has also been duly filed with the Stock Exchange within the stipulated time.

h. Dematerialization Of Equity Shares:

As on March 31, 2025, all the equity shares of the company are held in dematerialization mode.

i. Depository System:

As the Members are aware, the company shall mandatorily provide the facility of
dematerialization of securities to the members of the company and your Company has
established connectivity with both National Securities Depository Limited (NSDL) and Central

Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the
depository system, the members are requested to avail the facility of dematerialization of the
Company''s shares on NSDL and CDSL. The ISIN allotted to the Company''s Equity shares is
INE0NXA01015.

j. Disclosure with respect to demat suspense accounf/unclaimed suspense account:

During the report period, no shares of the company are in demat suspense account.

30. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER
OF THE COMPANY:

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of
listing Regulations from Mr. Khursheed Alam, Chief Financial Officer and Managing Director of
the Company. The same forms a part of this Annual Report and is annexed as "Annexure D".

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal
which would impact the going concern status of the Company and its future operations.

32. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual financial statements for the year ended March 31,
2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any

(ii) That such accounting policies, as mentioned in the Financial Statements as
"Significant Accounting Policies" have been selected and applied consistently and
judgments 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;

(iii) That 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the
name of the company under Insolvency and Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

35. SEXUAL HARASSMENT

The Company is committed to uphold and maintain the dignity of women employees and it has
in place a policy which provides for protection against sexual harassment of women at work
place and for prevention and Redressal of such complaints. The Company has not received any
complaint of sexual harassment at workplace during the year.

The below table provides details of complaints received/disposed during the financial year
2024-2025:

Number of complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending for more than 90 days	Nil

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report.

37. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company,
Company''s customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution
made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board of Directors
For Comrade Appliances Limited
(Formerly known as Comrade Appliances Limited)

Place: Mumbai Sd/- Sd/-

Date: 04.09.2025 Khursheed Alam Shakir Khan

DIN: 07349338 DIN: 07719992

Managing Director Director

---

Mar 31, 2024

Your Directors have pleasure in presenting their 08^h Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE:

	(Amount in lakhs)
	Particulars	Standalone
		FY2023-24	FY2022-23*
	Revenue from Operations	2,898.87	2696.14
	Other Income	11.16	3.29
	Total Revenue	2910.03	2699.43
	Total Expense	2,824.83	2,477.41
	Profit before exceptional items and Tax	85.21	222.02
	Exceptional Items	-	-
	Profit before Tax	85.21	222.02
	Current tax	-	56.90
	Deferred tax liability	32.68	1.55
	Tax adjustment of earlier Year	-	-
	Net Profit After Tax	52.53	163.57
*Previous year figures have been regrouped / re-arranged wherever necessary.

2. FINANCIAL PERFORMANCE:

During the year under review, the sales and other income increased from Rs. 2699.43 (in lakhs) to Rs. 2910.03 (in lakhs) as compared to previous year. The Net Profit after tax stood at Rs. 52.53 (in lakhs) as against profit of Rs. 163.57 (in lakhs) in the previous year.

3. CAPITAL STRUCTURE:

Authorised Share Capital:

The Authorized share capital of the company is Rs. 8,50,00,000/- (Rupees Eight Crore and Fifty Lakhs only) divided into 85,00,000 (Eighty Five Lakhs) equity shares of Rs. 10 (Rupees Ten only) each.

However, an on 1^st July, 2024, the Authorized share capital of the Company is increased from Rs. 8,50,00,000/- (Rupees Eight Crore and Fifty Lakhs only) divided into 85,00,000 (Eighty Five

Lakhs) equity shares of Rs. 10 (Rupees Ten only) each to Rs. 11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs only) equity shares of Rs. 10/ - (Rupees Ten only).

Issued, Subscribed and Paid Up Capital:

On the commencement of the financial year the issued, subscribed and paid up share capital of the company stood at Rs. 5,25,07,950/- (Rupees Five Crore Twenty Five Lakhs Seven thousand nine hundred and fifty) divided into 52,50,795 (Fifty Two lakhs Fifty thousand Seven Hundred and Ninety Five) shares of Rs. 10/- (Rupees Ten each).

During the year under review, your company has made Initial Public Offering ("IPO") of 22,78,000 Equity Shares of face value of Rs. 10.00 each for cash at a price of Rs. 54.00/ - (Rupees Fifty Four) per equity share including a share premium of Rs. 44/- (Rupees Forty Four) per equity share aggregating to Rs. 1230.12 lakhs.

Pursuant to Initial Public Offer of equity shares and the listing agreement the securities of the company were successfully listed on SME platform of BSE Limited ("BSE") on June 13, 2023.

Subsequent to the completion of the IPO and as on March 31, 2024, the paid up share capital of the company stood at Rs. 7,52,87,950/- (Rupees Seven Crore Fifty Two lakhs Eighty Seven thousand Nine Hundred and Fifty only) divided into 75,28,795 (Seventy Five lakh twenty eight thousand seven hundred and ninety five) equity shares of Rs. 10.00/ - (Rupees Ten only) each.

Further, the company has made the following allotment of equity shares and convertible share warrants on preferential basis on 24^th August, 2024 after the end of financial year:

a) Allotment of 2,00,000 (Two Lakh only) number of equity shares of face value of Rs. 10/-(Rupees Ten Only) each at an issue price of Rs. 109/ - per share to the Allottees.

b) Allotment of 9,50,000 (Nine Lakh and fifty thousand Only) number of Convertible share warrants of face value of Rs. 10/ - (Rupees Ten Only) each at an issue price of Rs. 109/ -per warrant to the Allottees.

4. DIVIDEND

In order to preserve funds for future business endeavors, your directors do not recommend any dividend on equity shares.

5. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. Further the company has complied with the annual filing as required under rule 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014 for the financial year ended March 31, 2024.

6. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

7. SECRETARIAL STANDARD OF ICSI:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS - 1 and SS - 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

8. IMPLEMENTATION OF CORPORATE ACTION:

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

9. INDUSTRIAL RELATIONS:

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

10. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Venture and Associate Company.

11. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company''s risk management. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company.

12. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company on various activities also puts necessary internal control systems in place to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

13. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Board Members and the Senior Management personnel have confirmed compliance with the code for the financial year 2023-24. The requirement of declaration by chief executive officer stating the compliance with the code of conduct of is not applicable for the company listed on SME platform. Therefore, such declaration does not form part of this annual report.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no Materially Related Party Transactions i.e. transactions exceeding 10% of the annual turnover as per the last audited Financial statements. Particulars of contract or arrangements with related parties are annexed herewith in Form AOC 2 as Annexure-A.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website. Further Suitable Disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements in the Annual Report.

15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

16. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and the Directors of the Company to report about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company''s website. No person was denied access to the Chairperson of the Audit Committee to report any concern. The said Whistle Blower Policy has been disseminated on the Company''s website.

The detailed Vigil Mechanism/Whistle Blower Policy of the Company is uploaded on the Company''s website may be accessed on the Company''s website at www.comrade.net.in.

17. PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Inside Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Inside Trading Policy of the company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in the Company''s shares.

The Company had in place a "Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices", in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred above is placed on the Company''s website at www.comrade.net.in.

18. CORPORATE GOVERNANCE:

Since the Company''s Securities are listed on SME platform of BSE Limited ("BSE"), by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub - regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the company. Hence corporate Governance does not form part of this Board''s Report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to the company since the company have not exceeded the limit as specified under the said section, therefore company has not made any expenditure towards corporate social responsibility and is not required to constitute a Corporate Social Responsibility Committee.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Appointment/Re-appointment of Directors:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Khursheed Alam (DIN: 07349338), Director of the company is liable to retire by rotation in the ensuing 8^th Annual General Meeting and being eligible, he offers himself for reappointment.

During the year under review, the non-executive independent directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Details of the Directors seeking appointment/reappointment including a profile of the aforesaid Director is given in the Notice convening the 08th Annual General Meeting of the Company.

Based on the confirmations received, the aforesaid director is not disqualified for appointment under section 164(2) of Companies Act, 2013.

b. Key Managerial Personnel (KMP):

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel (KMP) of the Company as on 31st March, 2024 are as follows:

• Mr. Khursheed Alam (DIN: 07349338), Managing Director of the Company

• Mr. Khursheed Alam, Chief Financial Officer (CFO) of the Company

• Ms. Kiran Tilwani, Company Secretary & Compliance Officer of the Company

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

d. Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking comments from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.

e. Familiarization Programme for Independent Director:

The Company, from time to time organize the Familiarization Program for its Independent Directors. The objective of the familiarization program is to familiarize Company''s Independent Directors inter-alia on the following:

a) Nature of the Industry in which the Company operates;

b) Business environment and operational model of various business divisions of the Company;

c) Roles, Rights and Responsibilities of Directors;

d) Important changes in the Regulatory framework having impact on the Company;

In addition, the Company also undertakes initiatives to update the Independent Directors about:

a) On-going events and developments relating to the Company and significant changes in the Regulatory environment by way of presentations.

b) Operations and financial performance of the Company.

The company has conducted the familiarization programme for the FY2023-24 and the detail of the programme is uploaded on the website of the company which can be accessed at www.comrade.net.in.

f. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other employees. In line with this requirement, the Board has formulated a policy which is uploaded on the website of the company and can be accessed at www.comrade.net.in.

g. Non Disqualification of Directors:

None of the Directors on the Board of the Company for the Financial Year ending on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

21. AUDITORS

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. N B T and Co. (Firm Registration No. 140489W) Chartered Accountants have been appointed as the statutory auditors of the company to hold the office till the conclusion of the Annual General Meeting of the company to be held in the financial year 2026-27 in accordance with the provisions of section 141 of Companies Act, 2013.

b. Internal Auditor

The provision of Section 138 of the Companies Act, 2013 is applicable to company and company has appointed Mr. Fahad Patel to carry out internal Audit for the financial year 2023-24 based on the recommendation of the Audit Committee.

c. Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder, M/s. Nidhi Bajaj & Associates, Company Secretaries has been appointed as Secretarial Auditor of the company for the Financial Year 2023-24 at the meeting of Board of Directors held on 30^th May, 2024. A Secretarial Auditor Report in Form MR-3 given by M/s. Nidhi Bajaj & Associates for the Financial Year ended on 31st March, 2024 has been provided in Annexure-B which forms parts of this report. The Secretarial Audit Report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

d. Cost Records And Cost Audit

The provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the company.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a. Statutory Auditors Qualification:

There were no qualifications, reservations or adverse remarks made by the Auditor in his report made for the financial year under review. The financial statements of the Company for the financial year 2023-24 is unmodified & self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013, the declaration of unmodified opinion as required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 has been provided by the company to the stock exchange.

b. Secretarial Audit Report by Practicing Company Secretary:

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

c. Details of fraud reported by the auditor under sub-section (12) of section 143 of the Companies Act, 2013:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

23. MEETING OF BOARD OF DIRECTORS

A. Number of Board Meetings in the year (FY 2023- 24)

The Board met 9 times during the financial year 2023-24 on 18/05/2023, 01/06/2023, 08/06/2023, 20/06/2023, 30/08/2023, 09/11/2023, 14/11/2023, 18/12/2023, 25/03/2024 the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

B. Attendance of Directors at Board meetings held during the year:
	Sr. No.	Name of Director	Category of Director	No. of Board Meetings attended	Attendance at the lastAGM
	1.	Mr. Khursheed Alam DIN: 07349338	Managing Director	9 of 9	Yes
	2.	Mr. Shakir Khan DIN: 07719992	Executive Director	9 of 9	Yes
	3.	Mr. Mehboob Alam DIN: 07620289	Non-Executive N on-Independent Director	9 of 9	Yes
	4.	Mr. Rajan Agarwal DIN: 01282739	Independent Director	9 of 9	Yes
	5.	Ms. Sonu Dhariwal DIN: 05359013	Independent Director	9 of 9	Yes

C. Separate Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 20th February 2024, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) Review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

24. COMMITTEES OF THE BOARD:

There are currently three committees of the Board which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder''s Relationship Committee

The Composition of the committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Details of term of reference of the Committees, Committees Membership and attendance at Meetings of the Committees are provided as follows:

A. Audit Committee

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit committee met four (4) times during the financial year 2023-24. The Committee met on 18/05/2023, 30/08/2023, 14/11/2023 and 20/02/2024. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Audit Committee.

Sr No.	Name	Category	Meetings Attended
1	Mr. Rajan Agarwal	Chairman & Independent Director	4 of 4
2	Ms. Sonu Dhariwal	Member & Independent Director	4 of 4
3	Mr. Mehboob Alam	Member & Non-Executive and Non-Independent Director	4 of 4

The primary objective of the Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting and its Compliances with the legal and regulatory requirements. The committee oversees the work carried out in the financial reporting process by the Management and the Statutory Auditors and, note the process and safeguards employed by each of them.

Term of reference:

The term of reference, role, powers, rights, authority and obligations of the Audit Committee are in conformity with the applicable provisions of the Companies Act, 2013 and Listing Obligation Requirements (including any statutory modification(s) or re- enactment or amendment thereof.

B. Nomination & Remuneration Committee;

The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The committee has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination & Remuneration committee met

one (1) time during the Financial Year 2023-24. The Committee met 20/02/2024. A brief detail of the policy is posted on the website of the Company i.e. www.comrade.net.in. The table below provides composition and attendance of the Nomination and Remuneration Committee.

Sr No.	Name	Category	Meetings Attended
1	Mr. Rajan Agarwal	Chairman & Independent Director	1 of 1
2	Ms. Sonu Dhariwal	Member & Independent Director	1 of 1
3	Mr. Mehboob Alam	Member & Non-Executive Director	1 of 1

The Company Secretary of the Company acts as the Secretary to the Committee.

C. Stakeholders Relationship Committee;

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013.

The Stakeholders Relationship Committee met one (1) time during the financial year 2023-24. The Committee met on 20/02/2024.

The necessary quorum was present for all Meetings. The table below provides composition and attendance of the meetings of the Stakeholders Relationship Committee.

Sr	Name	Category	Meetings
No.			Attended
1.	Mr. Mehboob Alam	Chairman & Non-Executive Director	1 of 1
2.	Mr. Khursheed Alam	Member & Managing Director	1 of 1
3.	Mr. Rajan Agarwal	Member & Independent Director	1 of 1

No investor complaints were received during the financial year 2023-24.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(a) Conservation of energy

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil

(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
(iv)	(b) the year of import;	Nil
	whether the technology been fully absorbed;
	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
	the expenditure incurred on Research and Development
(i)	the effort made towards technology absorption	Nil

(b) Technology absorption

(i)	the steps taken or impact on conservation ofenergy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	The capital investment on energy conservation equipment''s	Not applicable, in view of comments in clause (i)

(c) Foreign Exchange earnings and outgo

There is no Foreign Exchange earnings and outgo during the period under review.

26. OTHER DISCLOSURE:

a. Transfer to reserves:

During the year, the profit earned during the year has been carried to the balance sheet of the Company.

b. Material Changes And Commitments 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 the report:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

c. Particulars of Loans, Guarantees or investments:

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.

d. Annual Return:

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2024 is available on the website of the Company www.comrade.net.in.

e. Particulars of Employees:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-C. The provisions of Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as none of the employees was in receipt of remuneration in excess of the limit prescribed in the said rule during the financial year 2023-24.

f. Listing And Depository Fee

The shares of the company got listed on the SME Platform of BSE Limited during the reporting period and the listing fee or the FY2024-25 have been duly paid to the BSE where the shares of the company are listed.

g. Registrar and Share Transfer Agent:

M/s Bigshare Services Private Limited is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

h. Details of Utilization of funds raised through Initial Public Offer (IPO):

During the year under review, the company raised funds aggregating to Rs. 1230.12 lakhs through public issue. The company has utilized the funds raised through public issue for the purpose as stated in the Letter of Offer. Details of utilization of funds as on March 31, 2024 are as under:

Sr. No.	Original Object	Original Allocation (Rs. in lakhs)	Funds Utilized	Amount of deviation
1.	Working Capital Requirements	720.00	720.00	NA
2.	General Corporate Purposes	231.11	231.11	NA
3.	IPO related expenses	279.01	279.01	NA

i. Statement of Deviation or Variation

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use of funds raised through public

issue of equity shares from the objects stated in the prospectus of the Company. A statement to that effect has also been duly filed with the Stock Exchange within the stipulated time.

j. Dematerialization Of Equity Shares:

As on March 31, 2024, all the equity shares of the company are held in dematerialization mode.

k. Depository System:

As the Members are aware, the company shall mandatorily provide the facility of dematerialization of securities to the members of the company and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company''s shares on NSDL and CDSL. The ISIN allotted to the Company''s Equity shares is INE0NXA01015.

l. Disclosure with respect to demat suspense account/unclaimed suspense account:

During the report period, no shares of the company are in demat suspense account.

27. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing Regulations from Mr. Khursheed Alam, Chief Financial Officer and Managing Director of the Company. The same forms a part of this Annual Report and is annexed as "Annexure D".

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal which would impact the going concern status of the Company and its future operations.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as "Significant Accounting Policies" have been selected and applied consistently and judgments 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, 2024 and of the profit of the Company for the year ended on that date;

(iii) That 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

32. SEXUAL HARASSMENT

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report.

34. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company, Company''s customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.