The Board of Directors are pleased to present the 34^th (Thirty-Fourth) Annual Report of Baid Finserv
Limited ("Company") on the business, operations and state of affairs of the Company together with
the Audited Annual Financial Statements for the Financial Year ended on 31^st March 2025.

1. FINANCIAL PERFORMANCE

The highlights of Company's financial performance for the Financial Year ended on 31^st March, 2025
are summarized below:

2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

Total Income for the FY 2024-25 under review were Rs. 8,254.58 Lakhs as against Rs. 6,635.83 Lakhs
in the previous FY 2023-24. The profit before tax for the FY 2024-25 is Rs. 1813.65 Lakhs as against
Rs. 1,809.71 Lakhs in the previous FY 2023-24. The profit after tax is Rs. 1,344.55 Lakhs for the FY
2024-25 as against Rs. 1,292.40 Lakhs in the previous FY 2023-24.

The Company has recorded an increase in revenue of 24.37 % during the year under review.

The Asset Under Management ("AUM") of Company during the year under review were Rs.
39625.93 Lakhs as against Rs. 36,571.83 Lakhs in the FY 2023-24. Sector-wise details are as follows:

The improvement in the revenues is a result of the aggressive marketing and robust collections. The
Company endeavors to continue the tremendous growth rate. The Company's overall performance
during the Financial Year 2024-25 was robust resulting in improvement in all operational and
financial parameters.

In FY 2024-25, the Gross and Net NPAs stood at 2.73% and 0.29% respectively as compared to 2.61%
and 0.36%, in FY 2023-24, respectively.

The Company reported strong financial results due to its judicious pricing decisions, increase in its
AUM, quality disbursements and better collection efficiency. Further, the Company was able to raise
the necessary resources throughout the year to match the business and operational requirements,
leveraging its relationships with banks and financial institutions, as well as forming new lender
relationships. The Company believes that each customer is a critical asset in its growth journey and
their satisfaction is primary responsibility of the company.

The Company's prudent liquidity management techniques and strategy of maintaining adequate
liquidity buffer throughout the Financial Year 2024-25 not only ensured seamless lending for our
business operations but also ensured meeting our liabilities on time, thereby further strengthening
the trust and confidence reposed on us by our creditors and security holders.

3. DIVIDEND

RBI vide Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023, has prescribed the framework for declaration of dividend by NBFCs.
Accordingly, the Board, after taking into account various aspects and in compliance with the said
regulation recommend for consideration of the members at the ensuing Annual General Meeting
('AGM'), payment of final dividend of Re. 0.10 paisa (5% of Equity Share of Rs. 2/- each ) per equity
share of face value Rs. 2/-.

The total dividend for FY 2024-25 is Rs. 1,20,06,830.

Total dividend proposed for the year does not exceed the ceilings specified in said circular/ RBI
Master Directions. The dividend, if declared, at the ensuing AGM will be taxable in the hands of the
members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please
refer Notice of AGM.

4. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY/CHANGE IN THE NATURE OF THE BUSINESS

There were no material changes and commitment that have occurred between the closure of the
Financial Year 2024-25 till the date of this Report, which would affect the financial position of your
Company.

There is no change in the nature of the business as compared to the immediately preceding Financial
Year.

5. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2025
stood at Rs. 24,01,36,600/- (Rupees Twenty Four Crore One Lakh Thirty Six Thousand Six Hundred
Only) consisting of 12,00,68,300 (Twelve Crore Sixty Eight Thousand Three Hundred ) Equity Shares
of Rs. 2/- (Rupees Two Only) each.

The authorized share capital as on March 31, 2025 stood at Rs. 40,00,00,000 (Rupees Forty Crores
Only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of Rs. 2/-(Rupees Two Only) each.

INCREASE IN AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company has increased pursuant to the approval of members
through Postal Ballot on Tuesday, April 09, 2024, from Rs. 30,00,00,000/- (Rupees Thirty Crores Only)
divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs.
40,00,00,000/- (Rupees Forty Crores Only) divided into 20,00,00,000 (Twenty Crores) Equity Shares
of Rs. 2/- (Rupees Two Only) each.

Raising of funds by issuance of Warrants convertible into Equity Shares on a private placement
basis

Pursuant to the shareholders' approval received at Extra-ordinary General Meeting held on
Wednesday, March 12, 2025, your Company has issued and allotted 1,20,06,831 (One Crore Twenty
Lakh Six Thousand Eight Hundred Thirty One) warrants on a preferential basis to promoter/
promoter group entity on April 09, 2025, each convertible into one equity share of face value Rs 2/-
(Rupees Two Only) at an issue price of Rs. 15.10/- (Rupees Fifteen and Ten Paisa Only) each
(including premium of Rs. 13.10/- (Rupees Thirteen and Ten Paisa Only) each), aggregate
consideration of up to_Rs. 18,13,03,148.10/- (Rupees Eighteen Crore Thirteen Lakh Three Thousand
One Hundred Forty Eight and Ten Paisa Only) in accordance with the provisions of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and Companies Act, 2013 ("Listing Regulations") and the
Companies Act, 2013 ("the Act").

Your Company had received minimum 25% of the funds towards warrant subscription and the
proceeds were fully utilized as per the Objects stated in the Offer Document.

The balance 75% shall be payable at the time of exercise of conversion option. The said warrants are
subject to a lock-in period of 12 months from the date of allotment, i.e., till April 08, 2026.

As on date, these warrants are outstanding and yet to be converted into equity shares. The equity
shares arising upon conversion of warrants will also be subject to lock-in as per applicable SEBI
Regulations.

6. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2024 in the Form MGT-7 in accordance
with the provisions of Section 92 (3), read with Section 134(3)(a) of Act , and the Companies (
Management and Administration) Rules 2014 is hosted on the website of the Company and can
be accessed at https://www.baidfinserv.com/annual-returns/

7. TRANSFER TO RESERVE FUND

Reserves and Surplus Account as on March 31, 2025 of your Company increased by 8.57% to Rs.
15,501.74 as against Rs. 14,276.87/- Lakhs as at March 31, 2024.

Under section 45-IC(1) of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs)
are required to transfer a sum of not less than 20% of its net profit every year to reserve fund before
declaration of any dividend. Accordingly, your Board of Directors has transferred a sum of Rs. 268.91
Lakhs to Special Reserve in compliance with the provisioning norms of the RBI.

The Board has not transferred any amount to the General Reserve for the period under review.

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not
claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the
Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive
years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF

Authority. The said requirement does not apply to shares in respect of which there is a specific order
of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

The details of unclaimed dividends and shares transferred to IEPF during FY 2024-2025 are as follows:

The details of unpaid and unclaimed dividend account is also available on the website of the

company https://www.baidfinserv.com/dividend-details/.

9. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2025.

Hence, the details of this clause are not applicable to the Company.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL APPOINTMENT/ RE-APPOINTMENT/ CESSATION

Following changes took place in the Composition of Board of Directors and Key Managerial

Personnel of the Company till the date of this report:

Board of Directors

A. Directors liable to retire by rotation: In accordance with the Section 152(6) of the Act and the
rules made there under and the Articles of Association of the Company, Mr. Aman Baid, (DIN:
03100575) Whole-Time Director of the Company is liable to retire by rotation at the ensuing
Annual General Meeting ('AGM') and being eligible, has offered himself for re-appointment.
Brief details of Mr. Aman Baid, who is seeking re-appointment, are given in the Notice of 34^th
AGM.

Mrs. Alpana Baid (DIN: 06362806) Non-Executive Director retired by rotation and was re¬
appointed in the previous AGM held on July 16, 2024.

B. Re-appointment of Executive Director: The tenure of Mr. Aman Baid as Whole Time Director
designated as Executive Director of the company will be completed on May 31, 2026. In
accordance with the Section 196, 197, 198 and 203 read with Schedule V and other applicable
provisions of the Act and the rules made there under and the Articles of Association of the
Company, and on the basis of recommendation of the Board, re-appointment of Mr. Aman
Baid, (DIN: 03100575) as the Whole-Time Director designated as Executive Director for a period
of 3 years, to be effective from June 01, 2026 till May 31, 2029, is proposed at the ensuing
AGM.

Detailed profile of Mr. Aman Baid pursuant to Schedule V to the Act, Regulation 36 (3) of the
Listing Regulations and relevant provisions of Secretarial Standard on General Meetings ("SS-2")
is furnished as Annexure-1 and 2 to the notice calling Annual General Meeting of members of
the Company.

The present Directors of the Company are as follows:

The Board Composition of the Company is available on the Company's website and can be accessed
at https://www.baidfinserv.com/board-of-directors/

None of the Directors of the Company are disqualified in accordance with Section 164 of the Act. The
changes in the composition of the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act and Listing Regulations.

Also, as per the Listing Regulations, the Company has received Certificate from M/s. V.M. &
Associates, Practicing Company Secretaries that none of the Directors on the Board of the Company
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.

Key Managerial Personnel

The present Key Managerial Personnel of the Company are as follows:

There were no changes in the KMPs during FY 2024-25.

Senior Management Personnel:

The present Senior Managerial Personnel of the Company are as follows:

There were no changes in the SMPs during FY 2024-25.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Director of the
Company that they meet the criteria of independence as provided under section 149(6) of the Act
and have complied with the Code of Conduct as prescribed in the Schedule IV of the Act, as
amended from time to time and Regulation 16 and 25 of Listing Regulations in respect of their
position as an "Independent Director" of Baid Finserv Limited.

Further, pursuant to the provisions of the Companies (Creation and Maintenance of Databank of
Independent Directors) Rules, 2019 and sub rule (1) and (2) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, the name of Independent Directors are
included in the Databank maintained by Indian Institute of Corporate Affairs (IICA). With regard to
proficiency of the Independent Directors, ascertained from the online proficiency self-assessment
test conducted by the IICA, as notified under sub section (1) of Section 150 of the Act, Mr. Anurag
Patni (DIN: 07580695) Non-Executive and Independent Director is not required to pass online
proficiency self-assessment test as per proviso to sub-rule (4) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rule, 2014 as he fulfills the criteria for exemption and
he has provided us an exemption certificate as generated by IICA.

Further Mr. Surendra Kumar Singhi (DIN: 01048397) and Mr. Chaitnya Sharma (DIN: 10253651) Non¬
Executive, Independent Directors of the company have successfully passed online proficiency self¬
assessment test as required under the provisions of rule 6(4) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, as amended conducted by the Databank of Independent
Directors.

The Board took on record the declaration and confirmation submitted by the independent directors
regarding them meeting the prescribed criteria of independence, after undertaking due assessment
of the veracity of the same in terms of the requirements of regulation 25 of "Listing Regulations".

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions
specified in the Act and Listing Regulations and have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act and are independent of the management.

12. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS

The management of the Company is immensely benefitted from the guidance, support and mature
advice from the members of the Board of Directors who are also members of the various
Committees. The Board consists of the director possessing diverse skills, rich experience to enhance
the quality performance of its Directors.

For the purpose of selection of any Director, the Nomination and Remuneration Committee
identifies persons of integrity who possess relevant expertise, experience and leadership qualities
required for the position. The Committee also ensures that the incumbent fulfils such criteria with
regard to qualifications, positive attributes, independence, age and other criteria as laid down under
the Act, Listing Regulations or other applicable laws.

The Board of Directors has, on the recommendation of the Nomination and Remuneration
Committee framed a policy on appointment and remuneration of Directors, Key Managerial
Personnel and Senior Managerial Personnel including criteria for determining qualifications, positive
attributes, independence of a Director and other matters as mandated under Section 178 (3) of the
Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors
on the Board of Directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"),
persons who may be appointed in senior management positions ("SMP"), to recommend the
remuneration to be paid to them and to evaluate their performance.

The Nomination and Remuneration Policy, approved by the Board is available on the website of the
Company and the same can be accessed at https://www.baidfinserv.com/wp-
content/uploads/2023/05/Policy/20.%20Nomination%20and%20Remuneration%20Policy.pdf? t=
1684581018

The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

(a) To review the structure, size and composition (including the skills, knowledge and experience) of
the Board at least annually and making recommendations on any proposed changes to the Board to
complement the Company's corporate strategy, with the objective to diversify the Board;

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior
management of the Company;

(c) To recommend to the Board on the selection of individuals nominated for Directorship;

(d) To make recommendations to the Board on the remuneration payable to the Directors / KMPs
/Senior Officials so appointed /reappointed;

(e) To assess the independence of independent Directors;

(f) such other key issues/matters as may be referred by the Board or as may be necessary in view of
the regulations and provision of the Act and Rules thereunder.

(g) To make recommendations to the Board concerning any matters relating to the continuation in
office of any Director at any time including the suspension or termination of service of an Executive

Director as an employee of the Company subject to the provision of the law and their service
contract;

(h) To ensure that level and composition of remuneration is reasonable and sufficient, relationship
of remuneration to performance is clear and meets appropriate performance benchmarks;

(i) Performance Evaluation of every Director, Key Managerial Personnel and Senior Management
Personnel.

13. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has
put in place a Familiarisation Programme for the Independent Directors to familiarize them with the
Company, their roles, rights, duties, responsibilities in the Company, nature of the industry in which
the Company operates, business model of the Company and other related matters. The details of
number of programmes and number of hours spent by each of the Independent Directors during the
Financial Year 2024-25 and on the cumulative basis, in terms of the requirements of Listing
Regulations are posted on the website of the Company and can be accessed at:
https://www.baidfinserv.com/wp-content/uploads/2025/05/6.-Details-of-Familiarization-
Programme-Imparted-to-Independent-Director-during-the-financial-year-2024-25.pdf

Additionally, the Executive Directors of the Company regularly provide detailed updates to the
Independent Directors regarding the Company's business plans and strategic initiatives, ensuring
transparency and informed oversight.

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies
and other matters.

During the period under review, 5 (Five) Meetings of Board of Directors were held. The requisite
quorum was present for all the Meetings. The intervening gap between the meetings was within the
period prescribed under the Act, Secretarial Standard-1 (SS-1) issued by the Institute of Company
Secretaries of India and the provisions of Listing Regulations. Details of the meeting of board and
attendance of the Directors there at forms part of the "Corporate Governance Report".

COMMITTEE OF DIRECTORS

The Company has various Committees which have been constituted as a part of good corporate
governance practices and the same are in compliance with the requirements of the relevant
provisions of applicable laws and statutes. The Board has duly constituted the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Asset Liability Management Committee

vii. Executive Committee

The above mentioned committees are formed in compliance with the provisions of the Act, Listing
regulations and other guidelines along with master circulars issued by the RBI. The Company
Secretary is the Secretary of all the aforementioned Committees.

The Board of Directors and the Committees also take decisions by Resolutions passed through
Circulation which are noted by the Board/respective Committees of the Board at their subsequent
meetings. During the year under review, only 2 (two) Resolution were passed by way of Circulation.
1 (One) by the Board of Directors of the Company and 1 (One) by Audit Committee.

The Details of Board and Committees including composition and Meetings held during the Financial
Year ended on 31^st March, 2025 and attendance thereto are set out in the Corporate Governance
Report enclosed as Annexure I which forms part of this report.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on May 27, 2024 without presence of Non¬
Independent Directors, Members of Management and employees of the Company as required under
the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements
of Listing Regulations and discussed matters specified therein. The Company Secretary and
Compliance Officer of the Company, facilitated the convening and holding of the meeting upon
instructions of the Independent Directors.

The meeting was attended by all the Independent Directors of the Company.

15. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has
benefits for individual Directors, Board and the Companies for which they work. The Securities and
Exchange Board of India ("SEBI") has issued a Guidance Note on Board Evaluation. In terms of the
requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board
is undertaken where the Board, Nomination and Remuneration Committee and Independent
Directors of the company formally assess its own Performance, with the aim to improve the
effectiveness of the Board and its Committee Members. The manner for performance evaluation of
Directors (including Independent Directors), Board as a whole and of Committees has been covered
in the Corporate Governance Report enclosed as Annexure I which forms part of this report.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 AND INTERNAL COMPLAINT COMMITTEE (ICC)

Your Company has always believed in providing safe and harassment free workplace for every
individual working in its premises through various interventions and practices. The Company
ensures that the work environment at all its locations is conducive to fair, safe and harmonious
relations between employees. It strongly believes in upholding the dignity of all its employees,
irrespective of their gender or seniority. Discrimination and harassment of any type are strictly
prohibited.

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment
of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied
with the provisions relating to constitution of internal complaints committee (ICC) under the POSH
Act. All women employees are covered under this policy. ICC has been set up to redress complaints
received regarding sexual harassment.

The details of the complaints received during the year under review were as follows:

17. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Maternity Benefit Act, 1961 was enacted to safeguard the employment and well-being of
women during maternity by providing for maternity leave, benefits, and protection against dismissal
or discrimination on account of pregnancy.

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, the Company
hereby discloses the following information for the financial year 2024-25

The Company is committed to providing a safe, inclusive, and supportive working environment for all
women employees, in line with the provisions of the Act.

In line with our commitment to employees welfare and compliance with applicable labor laws, the
company has proactively adopted relevant provisions of the Act wherever feasible.

18. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

The number of employees as on March 31, 2025 are as follows:

19. AUDITORS & AUDITOR'S REPORT
• Statutory Auditors & Audit Report

Pursuant to the provisions of section 139 of the Act, M/s. Khilnani & Associates, Chartered
Accountants (Firm Registration No. 005776C) were re-appointed as the Statutory Auditors of the
Company, for a term of five years, to hold office from the conclusion of the 29^thAGM held on
September 30, 2020 till the conclusion of the ensuing 34^thAGM.

As the current term of M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No.
005776C) will be expiring at the ensuing AGM, Board has recommended the appointment of M/s
ABSM & Associates, Chartered Accountants, (FRN: 015966C), a peer reviewed firm as Statutory
Auditors of the Company for a term of 5(five) consecutive years from the conclusion of this Annual
General Meeting until the conclusion of the 39^th Annual General Meeting to be held in the calendar
year 2030, for approval of the Members at ensuing AGM of the Company.

Brief resume and other details of proposed statutory auditors, forms part of the Notice of ensuing
AGM. M/s ABSM & Associates, Chartered Accountants (FRN: 015966C) have provided their consent
and confirmed their eligibility and willingness to accept the appointment. The Company has received
letter dated July 17, 2025 from M/s. ABSM & Associates, Chartered Accountants to the effect that
their appointment, if made, would be within the prescribed limits under Section 139 of the Act and
they are not disqualified for appointment within the meaning of Section 141 of the said Act.

The Board wishes to place on record the valuable services rendered by M/s Khilnani & Associates
during his long association with the Company.

The Statutory Auditors, M/s Khilnani & Associates have provided observation in their Audit Report
for the financial year ended on 31^st March, 2025, which are given below:

Observation(s) in Audit Report:

In accordance with the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, which
mandates the utilization of accounting software equipped with an audit trail (edit log) facility from
April 1, 2023, it is observed that company has not implemented this requisite feature in its
accounting software.

Management Reply:

With reference to the observation made by the Statutory Auditors regarding non-implementation of
the audit trail (edit log) feature in the accounting software during the financial year under review,
the Board of Directors would like to state that the Company has taken cognizance of the
requirements under the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended,
mandating the use of accounting software having an audit trail (edit log) facility from April 1, 2023.

The Company has decided to migrate its accounting operations to Graviton Software, which is fully
equipped with the mandated audit trail (edit log) functionality. The implementation of the said
software will be effective from the current financial year. This step ensures compliance with the
applicable statutory provisions and enhances transparency and accountability in the Company's
financial records.

The management remains committed to strengthening the internal control systems and ensuring full
compliance with applicable regulatory requirements.

Except this, Financial Statements and the Auditor's Report for the financial year ended on 31st
March, 2025 are free from any qualification, reservation, observation and adverse remark. Further
the notes on accounts are self-explanatory. The Auditors' Report is enclosed with the Financial
Statements in this Annual Report.

• Secretarial Auditor & Secretarial Audit Report

As per Section 204 of the Act read with rule 9 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24 A of Listing Regulations every Listed Company
is required to appoint a Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the aforementioned requirements, M/s V. M. & Associates, Company Secretaries
(Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors to conduct the secretarial
audit of the Company for the financial year 2024-25.

Secretarial Audit Report in Form MR-3 as issued by M/s V. M. & Associates, Company Secretaries, in
respect of the secretarial audit of the Company for the financial year ended on 31^st March, 2025, is
given in Annexure V to this Report.

In accordance with Regulation 24 A of the Listing Regulations, a report on secretarial compliance
issued by M/s V. M. & Associates, Company Secretaries for Financial Year 2024-25 has been
submitted with the stock exchanges. The Secretarial Auditor provided observation in Secretarial
Compliance Report which is as follows:-
Observation(s) in Secretarial Audit Report:

The Secretarial Auditor provided observation in his Secretarial Audit Report:

1. 1 (one) instance was observed where the details of inter-departmental sharing of unpublished
price sensitive information was not entered in the Structured Digital Database maintained by the
Company.

Management Reply:

The Company has captured all the UPSI events in the SDD but certain entries pertaining to inter¬
departmental communication were not recorded. The lapse was inadvertent and non-routine.
Immediate corrective steps have been taken, to ensure that all future disclosures of UPSI are
promptly and accurately recorded in the database. The Company remains committed to full
compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations").

2. The Company has not complied with Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014
as the accounting software used by the Company does not have a feature of recording audit trail of
each and every transaction.

With reference to the observation the management reply have already been addressed under point
number 19 titled Auditors & Auditor's Report, of the Board's Report.

• Appointment of Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), every listed
company is required to undertake secretarial audit and shall annex with its Board Report a

secretarial audit report given by a peer reviewed company secretary in practice in the prescribed
format.

Pursuant to the amended Regulation 24A of the Listing Regulations notified by SEBI on December 12,
2024 ('SEBI Implementation Circular') effective from April 1, 2025, a listed company on the
recommendation of the board of directors shall appoint or re-appoint, with the approval of its
Members in its Annual General Meeting:

(i) an individual as Secretarial Auditor for not more than one term of five consecutive years;
or

(ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five
consecutive years

Further, SEBI vide its circular no. SEBI/HO/CFD/ CFDPoD-2 /CIR/P/2024/185 dated December 31,
2024 read with Regulation 24A of the Listing Regulations have inter-alia, prescribed the terms and
conditions including eligibility, qualifications and disqualifications with respect to appointment/re-
appointment of Secretarial Auditor by the listed company.

Accordingly, Board has recommended the appointment of M/s V. M. & Associates (FRN:
P1984RJ039200) a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of
the Company for a term of 5(five) consecutive years i.e from FY 2025-2026 to FY 2029-2030 for
approval of the Members at ensuing AGM of the Company.

Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing
AGM. M/s. V. M. & Associates, Company Secretaries (Firm Registration Number: P1984RJ039200)
have confirmed their eligibility and willingness to accept the appointment as Secretarial Auditor of
the Company. The Company has received consent/eligibility certificates from M/s V. M. &
Associates, Company Secretaries dated April 26, 2025. They have also confirmed that they are not
disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI Listing Regulations.

• Internal Auditor

Pursuant to Section 138 of Act read with Companies (Audit and Auditors) Rules, 2014, every Listed
Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out
Internal Audit of the Company.

In consonance with the aforementioned requirements, M/s. Shiv Shankar Khandelwal & Co. (Firm
Registration No. 006852C), Chartered Accountants, were appointed as Internal Auditors to conduct
the Internal Audit of the Company for the Financial Year 2024-25.

The Internal Audit Report for the financial year ended on 31^st March, 2025 was submitted before the
audit Committee and Board of Directors.

The Internal Auditor's Report for the financial year ended on 31^st March, 2025 are free from any
qualification, reservation, observation and adverse remark.

M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants (Firm Registration No. 006852C) have
confirmed their eligibility and willingness to accept the appointment as Internal Auditor for the
Financial Year 2025-26. The Company has received consent/eligibility certificates etc. from M/s. Shiv
Shankar Khandelwal & Co., Chartered Accountants. Accordingly, Board in its meeting held on May
16, 2025 has re-appointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm
Reg. No. 006852C) as the Internal Auditor of the Company for the Financial Year 2025-26.

• Cost Audit

The provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014
are not applicable to the Company. Hence, the maintenance of the cost records as specified by the
Central Government under Section 148(1) of the Act is not required and accordingly, such accounts
and records are not made and maintained. The Company has not appointed any Cost Auditor during
the year.

• REPORTING OF FRAUDS BY AUDITORS

During the year under review, Statutory Auditor, Secretarial Auditor and Internal Auditor have not
reported to the audit committee, under Section 143 (12) of the Act, any instances of fraud
committed against the Company by its officers or employees.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to the provisions of Section 186(11) of the Act, read with Rule 11(2) of the Companies
(Meetings of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities
provided or acquisition of securities by a Non-Banking Financial Company (NBFC) registered with RBI,
in the ordinary course of its business are exempted from the applicability of Provisions of Section
186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report.
Further, particulars of Loans given and investments made by the company for the financial year
ending March 31, 2025 are given under Note no. 4 and 5 respectively of the Financial Statements of
the company forming part of this Annual Report.

21. RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2024-25 with
related parties were in compliance with section 188 of the Act, Regulation 23 of Listing regulations
and IND AS-24 and are disclosed under Note No. 6 of the Notes to Standalone Financial Statements
for the year ended March 31, 2025. Prior omnibus approval of the Audit Committee is obtained for
all related party transactions which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of transaction entered into with related parties is also
reviewed by the Audit Committee on a quarterly basis. All related party transactions entered during
Financial Year 2024-25 were in the ordinary course of business and on arm's length basis and not
material under the Act and SEBI Listing Regulations. None of the transactions required members'
prior approval under the Act or SEBI Listing Regulations.

Further, there are no materially significant related party transactions during the year under review
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large. Thus,
disclosure in Form AOC-2 is not required.

The Company has adopted a policy on materiality of related party transactions and on dealing with
Related Party Transactions and the same is disclosed on the website of the Company and can be
accessed at https://www.baidfinserv.com/wp-content/uploads/2025/08/5.-POLICY-FOR-Materility-
of-RPT.pdf

22. RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy with focus on building risk
management culture across the organization. The Company has developed and implemented a risk
management policy which encompasses practices relating to identification, assessment monitoring
and mitigation of various risks to key business objectives. The Risk management framework of the
Company seeks to minimize adverse impact of risks on our key business objectives and enables the
Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Credit Risk

The Company has a strong governance framework and it ensures that the Board of Directors and its
committees approve risk strategies and delegate appropriate credit authorities. Its robust
underwriting practices and continuous risk monitoring ensure that portfolios stay within acceptable
risk levels. Company continues to invest in increasing collections capacity.

Market Risk

To effectively manage market risk on its investment portfolio, Company continues to follow a
prudent investment policy.

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, systems or
human factors, or from external events. Operational risk is inherent in business activities, as well as
related support functions. The goal is to keep operational risk at an appropriate level relative to the
characteristics of its businesses, the markets in which it operates and the regulatory environment.
The Company's Risk Management Policy is put up on the Company's website and can be accessed
through web link: https://www.baidfinserv.com/wp

content/uploads/2023/05/Policy/9.%20Risk%20Mangement%20Policy.pdf? t=1684581018

Risk Treatment

To prioritize risk control actions in terms of their potential to benefit the organization. Risk
treatment includes risk control/ mitigation and extends to risk avoidance, risk transfer (insurance),
risk financing, risk absorption etc. for¬

a) Effective and efficient operations

b) Effective Internal Controls

c) Compliance with laws and regulations

Risk Treatment shall be applied at all levels through carefully selected validations at each stage to
ensure smooth achievement of the objective.

23. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company believes that internal control is a necessary prerequisite of Governance and that
freedom should be exercised within a framework of checks and balances. The Company has a well-
established internal control framework, which is designed to continuously assess the adequacy,
effectiveness and efficiency of financial and operational controls. The financial control framework
includes internal controls, delegation of authority procedures, segregation of duties, system access

controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate
with the size, scale and complexity of the business, which provides an assurance on compliance with
internal policies, applicable laws, regulations and protection of resources and assets. The control
system ensures that the Company's assets are safeguarded and protected and also takes care to see
that revenue leakages and losses to the Company are prevented and our income streams are
protected. The control system enables reliable financial reporting. The Audit Committee reviews
adherence to internal control systems and internal audit reports.

The Company has received report on Internal Financial Controls from statutory auditors of the
company.

24. DETAILS RELATING TO DEPOSITS

Being a non-deposit taking NBFC, the Company has not accepted any deposit within the meaning of
the Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act, and guidelines and
directions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank)
Directions, 2016 as prescribed by RBI in this regard and as such no details are required to be
furnished.

Disclosure under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

During the financial year [FY 2024-25], the Company has accepted money from the following
Director(s)/relative(s) of Director(s):

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Section on Management's Discussion and Analysis Report is included as Annexure VI of
the Annual Report, pursuant to Regulation 34(2) (e) of Listing Regulations.

26. CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices. The
Company is committed to maintain the highest standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by the Securities and Exchange Board of India
("SEBI"). The Company has also implemented several best governance practices. The report on
Corporate Governance for the Financial Year ended on March 31, 2025 along with Certificate issued
by the M/s V.M. & Associates, Company Secretaries confirming the compliance to applicable

requirements related to corporate governance as stipulated under Schedule V of the Listing
Regulations forms part of this Annual Report as Annexure I.

Compliance reports in respect of all laws applicable to the Company have been reviewed by the
Board of Directors of the Company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Particulars with respect of conservation of energy, technology absorption, foreign exchange
earnings and outgo:

The information required under Section 134(3) (m) of the Act, read with the Companies (Accounts)
Rules, 2014 relating to the conservation of energy and technology absorption, foreign exchange
earnings and outgo are given below:

(a) Conservation of energy:

(b) Technology absorption:

(c) Foreign Exchange earnings and Outgo:

Foreign exchange earnings and outgo is reported to be NIL during the financial year under review.

28. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an Integral part of our culture. The Company's CSR policy is
committed towards CSR Activities in compliance with the requirements of Section 135 of the Act
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and as per the
Schedule VII of the Act. The Board of Directors have constituted a Corporate Social Responsibility
(CSR) Committee. The details of membership of the Committee and the meetings held are detailed
in the Corporate Governance Report, forming part of this Report.

As per the provisions of Section 135 and rules made thereunder, if the company spends an amount
in excess of the requirements then it may set off such excess amount during succeeding financial
years after passing Board Resolution and any short fall in spending the CSR amount unless such
amount relates to any outgoing project -needs to be transferred to the fund specified in the
Schedule VII of the Act within six months from the end of Financial Year.

Also, Company is required to take certificate from Chief Financial officer of the Company certifying
that funds so disbursed have been utilized for the purposes and in the manner as approved in
accordance with the Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. In
compliance with the same, company has received certificate from Mr. Aditya Baid, Chief Financial
Officer of the Company certifying that funds so disbursed are utilized for the purposes and in the
manner as approved by the Board of Directors.

A detailed breakup of expenditure carried out and other details related to CSR activities has been
disclosed in the Annual Report on Corporate Social Responsibility annexed with Board's Report as
Annexure II.

The CSR Policy, approved by the Board, is available on the website of the Company, the same can be
accessed through web link https://www.baidfinserv.com/wp-

content/uploads/2023/05/Policv/18.%20Corporate-Social-Responsibilitv-
Policv.pdf? t=1684581018

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during
the year impacting the going concern status and the operations of the Company in future pursuant
to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014 .

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In line with the Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, and the
principles of good governance, the Company has devised and implemented a vigil mechanism, for
directors and employees in the form of 'Whistle-Blower Policy' to report concerns regarding the
unethical behavior, suspect or actual fraud, violation of code of conduct of the company. Detailed
information on the Vigil Mechanism of the Company is provided in the Report on the Corporate
Governance which forms part of the Annual Report.

The policy is available on the website of the Company and can be accessed through the Web Link
https://www.baidfinserv.com/wp-

content/uploads/2023/05/Policv/14.%20Whistle%20Blower%20Mechanism%20Policv.pdf? t=16845
81010

31. EXTERNAL RATINGS

The credit ratings continue to reflect your Company's healthy earning profile, adequate
capitalization, strong net worth base and steady improvement in its scale of operations. During the
Financial Year under review, your Company has been re-affirmed credit rating by CARE Ratings, vide
its letter dated September 26, 2024 in respect of bank facilities. The detail of which are as follows:-

32. DISCLOSURE ON SECRETARIAL STANDARDS:

During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
'Meetings of the Board of Directors' and 'General Meetings', respectively, issued by The Institute of
Company Secretaries of India have been duly followed by the Company and the Company have
devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.

33. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and
credit Company ("NBFC-ICC"), and continues to comply with the applicable regulations and
guidelines of Reserve Bank of India and provisions as prescribed in Master Direction - Reserve Bank
of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 as amended

from time to time.

The Company has been identified for categorisation as NBFC-Base Layer under Scale Based
Supervision Regulation (SBSR), a Revised Regulatory Framework for NBFCs.

Further, your Company has complied with all the rules and procedure as prescribed in above
mentioned master directions and any other circulars & notifications, time to time, issued by Reserve
Bank of India.

34. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

(A) The statement containing names of employees in terms of remuneration drawn and the
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 provided in a separate Annexure III forming part of this report.

(B) The ratio of the remuneration of each Director to the median employee's remuneration and
other details in terms of sub-section 12 of Section 197 of the Act read with Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming
part of this report as Annexure IV.

35. MANAGING DIRECTOR AND CFO CERTIFICATE

The Chairman and Managing Director and the Chief Financial Officer of the Company give annual
certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of
the Listing Regulations. The Chairman and Managing Director and the Chief Financial Officer also
give quarterly certification on financial results while placing the financial results before the Board in
terms of Regulation 33(2) of Listing Regulations. The annual certificate given by the Chairman and
Managing Director and the Chief Financial Officer is published in this Report.

36. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the PIT Regulations, as amended, the Board has formulated and
implemented a Code of Conduct to regulate, monitor and report trading by its designated person
and other connected person and Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information. The trading window is closed during the time of declaration
of results and occurrence of any material events as per the code. The same is available on the
Company's website and can be accessed through web link.

https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/22.%20Prohibition-Of-
Fradulent-Un-FairTrade-Practice-relating-to-Securities-Market.pdf? t=1684581018

Further, as per the provisions of Regulation 3 of PIT Regulations the structured digital database
(SDD) is maintained by the Company in Orion Legal Compliance Software for the purpose of
maintaining record of unpublished price sensitive information ("UPSI") shared with various parties
on need to know basis for legitimate purposes with date and time stamp containing all the requisite
information that needs to be captured in SDD.

37. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of
conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive
officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the
code for the Financial Year ended on March 31, 2025 and a declaration to this effect signed by the
Chairman and Managing Director forms part of the Corporate Governance Report as Annexure I.

38. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2024-25 have been prepared with the applicable
accounting principles in India and the mandatory Indian Accounting Standard ('Ind-AS') as
prescribed under Section 133 of the Act read with the rules made there under.

39. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act, the Board of Directors of the Company
hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2025, the
applicable accounting standards have been followed and there are no material
departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the Financial
Year ended on March 31, 2025 and of the profit and loss of the Company for that
period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

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

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

40. OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Act, Rules notified
thereunder and Listing Regulations are either NIL or Not Applicable.

41. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Reserve Bank of
India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Central Registry of
Securitisation Asset Reconstruction and Security Interest of India, Bankers & Lenders, Company's
shareholders, auditors, advisors, business partners, all its customers for the patronage received from
them including officials there at from time to time. The Board would also like to thank the BSE
Limited, National Stock Exchange of India Ltd., National Securities Depository Limited, Central

Depository Services (India) Limited, MCS Registrar and Share transfer Agent (Registrar and Share
Transfer Agent) and the Credit Rating Agency(ies) for their continued co-operation.

Your Board records with sincere appreciation the valuable contribution made by employees at all
levels and looks forward to their continued commitment to achieve further growth and take up
more challenges that the Company has set for the future.

Date: August 07, 2025 For and on behalf of The Board

Place: Jaipur Baid Finserv Limited

Registered. Office: "Baid House", IInd Floor,

1, Tara Nagar, Ajmer Road, Jaipur-302006

Sd/-

Panna Lal Baid
Chairman and Managing Director
DIN:00009897