The Board of Directors are pleased to present the 35^th (Thirty-Fifth) 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 2026.

1. FINANCIAL PERFORMANCE

The highlights of Company's financial performance for the Financial Year ended on 31^st March, 2026
as compared to the previous year are summarized below:

2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

During the Financial Year 2025-26, the Company's Total Income increased to Rs. 9,918.78 Lakhs as
against Rs. 8,254.58 Lakhs in the previous Financial Year 2024-25, registering a growth of 20.16%.
The Company recorded a Profit Before Tax (PBT) of Rs. 2,007.30 Lakhs as compared to Rs. 1,813.65
Lakhs in the previous year. Profit After Tax (PAT) stood at Rs. 1,497.49 Lakhs as against Rs. 1,344.55
Lakhs in FY 2024-25.

The Company recorded a growth of 20.35% in its Asset Under Management (AUM), which increased
to Rs. 47,688.73 Lakhs as on March 31, 2026, from Rs. 39,625.93 Lakhs as on March 31, 2025.

The growth in revenue and AUM was driven by sustained business expansion, disciplined credit
underwriting, focused marketing initiatives and robust collection mechanisms. The Company
continued to strengthen its operational capabilities while maintaining a prudent risk management
framework, resulting in improved business performance during the year under review.

In FY 2025-26, the Gross and Net NPAs stood at 2.66% and 0.39% respectively as compared to 2.73%
and 0.29%, in FY 2024-25, respectively.

The Company reported healthy financial performance supported by judicious pricing strategies,
growth in AUM, quality loan origination and improved collection efficiency. During the year, the
Company successfully mobilised adequate financial resources to support its business expansion by
strengthening its relationships with existing banks and financial institutions while also establishing
new lending partnerships.

The Company firmly believes that its customers are integral to its long-term growth and remains
committed to delivering superior customer service and maintaining the highest standards of
customer satisfaction.

The Company's prudent liquidity management practices and strategy of maintaining an adequate
liquidity buffer throughout the Financial Year ensured uninterrupted business operations and timely
servicing of all financial obligations. These measures further reinforced the confidence reposed in
the Company by its lenders, creditors and other stakeholders.

3. DIVIDEND

The Reserve Bank of India has prescribed a prudential framework governing declaration of dividend
by Non-Banking Financial Companies (NBFCs) under the applicable RBI Master Directions relating to
dividend declaration. The Board of Directors has considered the Company's financial position,
profitability, capital adequacy, asset quality, liquidity position and the applicable regulatory
requirements while recommending the dividend for the Financial Year 2025-26.

Accordingly, the Board of Directors is pleased to recommend, for the approval of the Members at
the ensuing Annual General Meeting ("AGM"), a final dividend of Rs. 0.10 (10 paise) per equity
share, being 5% on the face value of Rs. 2/- per equity share, for the Financial Year ended March
31, 2026.

The total dividend payout, subject to the approval of the Members at the ensuing AGM, will amount
to Rs. 15,488,810.70.

The proposed dividend is in compliance with the applicable provisions of the Companies Act, 2013
and the Reserve Bank of India guidelines governing declaration of dividend by NBFCs and is within
the permissible limits prescribed thereunder.

Pursuant to the provisions of the Income-tax Act, 1961, the dividend, if declared by the Members at
the ensuing AGM, shall be taxable in the hands of the shareholders. Accordingly, the Company shall
deduct tax at source, where applicable, at the prescribed rates. Members are requested to refer to
the Notice of the AGM for detailed information on the taxability of dividend and the applicable tax
deduction provisions.

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 2025-26 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, 2026 stood
at Rs. 30,97,76,214/- (Rupees Thirty Crore Ninety Seven Lakh Seventy Six Thousand Two Hundred
Fourteen Only) consisting of 15,48,88,107 (Fifteen Crore Forty Eight Lakh Eighty Eight Thousand One
Hundred Seven Only) Equity Shares of Rs. 2/- (Rupees Two Only) each.

The authorized share capital as on March 31, 2026 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.
There was no change in authorized capital during the year.

Further, during the financial year, the Company issued and allotted equity shares under:

Raising of Funds through Preferential Issue of Warrants and Conversion into Equity Shares

Pursuant to the approval of the members at the Extra-ordinary General Meeting held on
Wednesday, March 12, 2025, the Company allotted 1,20,06,831 (One Crore Twenty Lakh Six
Thousand Eight Hundred Thirty-One) fully convertible warrants on a preferential basis to the
Promoter/Promoter Group entities on April 09, 2025. Each warrant is convertible into one equity
share of face value of Rs.2/- each at an issue price of Rs. 15.10/- per warrant (including a premium
of Rs. 13.10/- per warrant), aggregating up to Rs. 18,13,03,148.10/- (Rupees Eighteen Crore
Thirteen Lakh Three Thousand One Hundred Forty-Eight and Ten Paise Only), in accordance with
the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act,
2013.

In terms of the SEBI ICDR Regulations, 25% of the issue price was received at the time of allotment of
the warrants and the balance 75% is payable at the time of exercise of the option for conversion into
equity shares.

During the year under review, upon receipt of the balance 75% of the issue price, the Company
allotted 48,02,732 (Forty Eight Lakh Two Thousand Seven Hundred Thirty Two) equity shares of
face value Rs. 2/- each on March 12, 2026 pursuant to the exercise of conversion rights by Dream
Realmart Private Limited and Niranjana Properties Private Limited, both belonging to the Promoter
Group.

Consequent to the aforesaid allotment, all warrants held by Dream Realmart Private Limited and
Niranjana Properties Private Limited stand fully converted into equity shares and no warrants
remain outstanding in their names.

As on 31st March 2026, the following instruments remain outstanding and convertible into equity
shares:

The balance warrants held by the four warrant holders continue to remain outstanding and are
convertible into equity shares, at the option of the respective warrant holders, on or before October
09, 2026, being within 18 months from the date of allotment, subject to the applicable provisions of
the SEBI ICDR Regulations and other applicable laws.

Raising of funds by wav of Rights Issue

The Board of Directors of the Company, at its meeting held on Monday, September 08, 2025,
approved the raising of funds through the issuance of fully paid-up equity shares by way of a Rights
Issue for an amount not exceeding Rs.35,00,00,000/- (Rupees Thirty-Five Crore Only), including
securities premium, to the eligible equity shareholders of the Company. The Rights Issue was
undertaken in accordance with the provisions of the Companies Act, 2013, the rules made
thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and other applicable laws.

Pursuant to the Rights Issue, the Company offered 3,00,17,075 (Three Crore Seventeen Thousand
Seventy-Five) fully paid-up equity shares of face value Rs.2/- (Rupees Two Only) each at an issue
price of Rs.10/- per equity share (including premium of Rs. 8/-per equity share), aggregating to
Rs.30,01,70,750/- (Rupees Thirty Crore One Lakh Seventy Thousand Seven Hundred and Fifty
Only), in the ratio of 1:4, i.e., one equity share for every four equity shares held by the eligible
equity shareholders as on the record date.

Pursuant to the successful completion of the Rights Issue, the Company allotted 3,00,17,075 (Three
Crore Seventeen Thousand Seventy-Five) equity shares on December 08, 2025.

6. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2026 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/wp-content/uploads/2026/08/Form%20MGT-

7. pdf?_t=1785845888

7. TRANSFER TO RESERVE FUND

The Reserves and Surplus of the Company as at March 31, 2026 stood at Rs. 20,181.63/- Lakh as
against Rs. 15,501.74/- Lakh as at March 31, 2025. The increase of 30.18% in reserves during the
year was primarily attributable to the profit incurred by the Company during the Financial Year
2025-26.

Under section 45-IC(1) of Reserve Bank of India Act, 1934, the non-banking financial companies
(NBFCs) maintains a reserve fund and 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. 299.50 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"), any dividend, if not
claimed for a continuous 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 2025-2026 are as follows:

The details of unpaid and unclaimed dividend account is also available on the website of the
companyhttps://www.baidfinserv.com/dividend-details/.

The company is required to appoint a Nodal Officer for the purpose of coordination with the
Investor Education and Protection Fund Authority (IEPFA) and for verification of claims filed by
shareholders seeking to reclaim their shares and/or dividend from the IEPF. The Company has
appointed Mr. Aman Baid, Whole Time Director as the Nodal Officer of the Company

9. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2026.
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, Mrs. Alpana Baid, (DIN:
06362806) Non-Executive Director of the Company is liable to retire by rotation at the ensuing
Annual General Meeting ('AGM') and being eligible, has offered herself for re-appointment.
Brief details of Mrs. Alpana Baid, who is seeking re-appointment, are given in the Notice of 35^th
AGM.

Mr. Aman Baid (DIN: 03100575) Whole Time Director retired by rotation and was re-appointed
in the previous AGM held on September 12, 2025.

B. Re-appointment of Executive Director:

In accordance with the Sections 196, 197, 198 and 203 read with Schedule V and other
applicable provisions of the Act and rules made there under and the Articles of Association of
the Company, Mr. Aman Baid, (DIN: 03100575) has been re-appointed as the Whole Time
Director designated as Executive Director of the company for a period of 3 years with effect
from June 01, 2026 till May 31, 2029 by the members in the AGM of the Company held on
September 12, 2025.

C. Appointment and Re-appointment of Independent Directors:

Mr. Himanshu Kumar Jain (DIN: 11847212) was appointed by the Board of Directors of the
Company as an Additional Director (Non-Executive, Independent) at their meeting held on
Thursday, August 13, 2026 under Section 161 of the Act who shall hold office till the ensuing
Annual General Meeting. The Board of Directors have recommended the -appointment of Mr.
Himanshu Kumar Jain (DIN: 11847212) as a Non-executive Independent Director for seeking
members approval at the ensuing Annual General Meeting for a period of 5 years from August
13, 2026 to August 12, 2031. Resolution for his appointment is being proposed at the 35^th
Annual General Meeting.

Mr. Himanshu Kumar Jain holds a Degree in Journalism and has over five years of rich
professional experience. Throughout his career, he has developed strong analytical,
communication, and decision-making skills, enabling him to contribute effectively to governance
and strategic oversight.

Detailed profile of Mr. Himanshu Kumar Jain (DIN: 11847212) pursuant to Regulation 36(3) of
Securities and exchange Board of India (listing Obligations and disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and relevant provisions of Secretarial Standard on
General Meetings issued by the Institute of Company Secretaries of India is furnished as
Annexure to the notice calling Annual General Meeting of members of the Company

Your Board of Directors believes that Mr. Himanshu Kumar Jain (DIN: 11847212) is having
requisite integrity, expertise, specialized knowledge, experience, proficiency and his
appointment on the Board will support in broadening the overall expertise of the Board and will
bring wide experience.

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
athttps://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 2025-26.Senior Management Personnel:

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

Changes in Senior Management Personnel

* During the period between the close of the Financial Year 2025-26 and the date of this Report, Mr.
Rahul Kumar Sharma was appointed as the Chief Technology Officer (CTO) and Chief Information
Officer (CIO) of the Company with effect from May 15, 2026.

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. An
exemption certificate has been generated by IICA in this regard.

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.

Further Mr. Himanshu Kumar Jain (DIN: 11847212) Additional (Non-Executive, Independent
Directors) of the company have registered their name in the data bank on July 24, 2026 respectively.
Accordingly, they are required to pass online proficiency self-assessment test for Independent
Director's Databank within a period of two years from the date of inclusion of their name in the data
bank.

During the year under review the non-executive directors of the company had no Pecuniary
relationship or transactions with the Company other than sitting fees, commission, if any and
reimbursement of expenses incurred for the purpose of attending the meetings of the board or
committees of the company.

The Board took on record the declaration and confirmation submitted by the independent directors
stating that they are 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 the SEBI
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 athttps://www.baidfinserv.com/wp-
content/uploads/2023/05/Policv/20.%20Nomination%20and%20Remuneration%20Policv.pdf? t=16
84581018

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 2025-26 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/2026/04/NewFolder/1.%20Familiarisation%20programme-25-
26.pdf? t=1777463672

Additionally, the Executive Directors of the Company regularly provide detailed updates to the
Independent Directors regarding the Company's business plans and strategic initiatives, risks and
opportunities for the businesses , Regulatory updates, including changes in applicable laws, SEBI
regulations, RBI Guidelines, Circulars/ Notifications issued by MCA and other statutory requirements
impacting the Company 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, 7 (Seven) 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

viii. Internal Complaints Committee

The Company also had non-mandatory committee namely Rights Issue Committee for the limited
purpose of overseeing and facilitating the Rights Issue. Upon successful completion of the Rights
Issue and all related activities, the said Committee was dissolved on May 15, 2026.

Subsequent to the close of the Financial Year, pursuant to the applicability of the relevant Reserve
Bank of India (RBI) Directions on the Company upon its asset size exceeding Rs. 500 crore, the Board
of Directors, at its meeting held on May 15, 2026, constituted the following additional Committees:

1. IT Strategy Committee; and

2. Fraud Monitoring 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 next
meetings. During the year under review, no such resolution was passed by the Board of Directors of
the Company.

The Details of Board and Committees including composition and Meetings held during the Financial
Year ended on 31^st March, 2026 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 16, 2025 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 ("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 2025-26

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 YEARThe number of employees as on March 31, 2026 are as follows:

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

Pursuant to the provisions of section 139 of the Act, M/s ABSM & Associates, Chartered Accountants
(FRN: 015966C) were appointed as the Statutory Auditors of the Company at 34^th AGM of the
Company held on September 12, 2025 for a term of five years i.e. until the conclusion of the 39^th
AGM.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company
has received a confirmation from the Auditors along with peer review certificate, to the effect, , that
they are eligible to continue with their appointment and that they are not disqualified in any manner
whatsoever from continuing as Statutory Auditors.

The Statutory Auditors, M/s ABSM & Associates have provided observation in their Audit Report for
the financial year ended on 31^st March, 2026, 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 utilisation of accounting software equipped with an audit trail (edit log) facility, it is
observed that the Company has not implemented the requisite audit trail feature in its accounting
software. Accordingly, we are unable to comment on whether the audit trail feature was enabled
and operated throughout the year and whether the audit trail has been preserved as required under
law.

Observation(s) in Audit Report:

In accordance with the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, which
mandates the utilisation of accounting software equipped with an audit trail (edit log) facility, it is
observed that the Company has not implemented the requisite audit trail feature in its accounting
software. Accordingly, we are unable to comment on whether the audit trail feature was enabled
and operated throughout the year and whether the audit trail has been preserved as required under
law.

Management Reply:

The Board of Directors has taken note of the observation made by the Statutory Auditors regarding
the non-implementation of the audit trail (edit log) feature in the accounting software during the
Financial Year 2025-26.

The Company is in the process of migrating from its existing software platform, Jaguar, to Graviton,
an integrated software solution equipped with the requisite audit trail (edit log) functionality in
accordance with the requirements of the Proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014, as amended. The Loan Origination System (LOS) under Graviton has already gone live, and
approximately 65-70% of the overall data migration has been completed.

Upon completion of the migration, the Company's core business functions, including the Loan
Origination System (LOS), Loan Management System (LMS), Collections, Reporting, Legal, and
Accounting modules, will operate through the Graviton platform. The Company expects to complete
the migration and implement the accounting module with the prescribed audit trail functionality in
this year.

The Board and the Management remain committed to strengthening the Company's internal control
framework and ensuring compliance with all applicable statutory and regulatory requirements.

Except this, Financial Statements and the Auditor's Report for the financial year ended on 31st
March, 2026 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 of the Company at 34^th AGM
of the Company held on September 12, 2025 for a term of five years consecutive years commencing
from April 01, 2025 to March 31, 2030.

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, 2026, 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 2025-26 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 Report in relation to non-compliance with
Regulation 29(1) of the LODR Regulations as prior intimation of less than two working days
(excluding the date of intimation and the date of the meeting) was submitted to the Stock Exchanges
in respect of the Rights Issue Committee meeting held to consider and approve the terms and
conditions of the rights issue.

Management Reply:

The Company submits that the observation arose on account of a procedural and interpretational
aspect relating to the requirement of prior intimation under Regulation 29 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, in respect of the meeting of the Rights
Issue Committee. The Company had already intimated the Stock Exchange regarding the Rights
Issue, and the Rights Issue Committee meeting was convened solely for the purpose of considering
and implementing matters connected with the same agenda, without involving any fresh proposal or
decision requiring a separate disclosure.

Without prejudice to the above, the Company has duly complied with the directions issued by the
Stock Exchange and has paid the applicable fine within the prescribed timeline.

The Company remains committed to maintaining the highest standards of corporate governance and
regulatory compliance and has strengthened its internal compliance and review mechanisms to
ensure timely and appropriate disclosures under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable laws.

Except for the aforesaid observation, the Secretarial Audit Report for the Financial Year ended
March 31, 2026 does not contain any other qualification, reservation, adverse remark or disclaimer.

• 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 2025-26.

The Internal Audit Report for the financial year ended on 31^st March, 2026 was submitted before the
audit Committee and Board of Directors.

The Internal Auditor's Report for the financial year ended on 31^st March, 2026 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 2026-27. 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
15, 2026 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 2026-27.

• 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, 2026 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 2025-26 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. 3.9 of the Notes to Standalone Financial Statements
for the year ended March 31, 2026. 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 2025-26 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.

During the year under review, no material related party transactions as prescribed in Section 188 of
the Act read with Companies (Meetings of the Board and its Powers) Rules, 2014, were entered by
your Company. The disclosure under section 134(3)(h) of the Act in Form AOC-2 does not form a
part of this report.

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 athttps://www.baidfinserv.com/wp-content/uploads/2026/04/NewFolder/3.%20POLICY-
FOR-Materility-of-RPT.pdf? t=1777463672.

22. RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee ("RMC") to
frame, implement and monitor the risk management plan of the Company. The Committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The Risk
Management Policy is available on the website of the Company athttps://www.baidfinserv.com/wp-
content/uploads/2023/05/Policv/9.%20Risk%20Mangement%20Policv.pdf? t=1684581018

Further details on RMC are furnished in the Corporate Governance Report enclosed as Annexure 1

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 Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public
Deposits) Directions, 2025 as prescribed by RBI in this regard and as such no details are required to
be furnished.

Also, Company has not taken any Loan/borrowing from its directors during the year under review.

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 ("SEBI"). The Company has also
implemented several best governance practices. The report on Corporate Governance for the
Financial Year ended on March 31, 2026 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-Policy.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/14Ý%20Whistle%20Blower%20Mechanism%20PolicvÝpdf? t=16845
81010

31. EXTERNAL RATINGS

The details of ratings granted to the Company have been given in the Corporate Governance Report.
The said report forms part of Annual report as Annexure 1

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 ("RBI") and provisions as prescribed in Reserve Bank of India
(Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based
Regulation) Directions, 2025 as amended from time to time.

The Company has been identified for categorisation as NBFC-Base Layer under Reserve Bank of India
(Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based
Regulation) Directions, 2025 for NBFCs. The Board periodically reviews the policies and approves
amendments as and when required.

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 RBI.

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, 2026 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 2025-26 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 the provisions of Section 134(5) of the Act, the Board of Directors confirms that, to the
best of its knowledge and belief:-

i. in the preparation of the annual accounts for the year ended on March 31, 2026, 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, 2026 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. GENERAL DISCLOSURES

i. There were neither any applications filed by or against the Company nor any proceedings were
pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

ii. During the year, the Company has not made any one-time settlement for loans taken from the
Banks or Financial Institutions and hence the details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable.

41. 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.

42. 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 13, 2026 For and on behalf of The BoardPlace: Jaipur Baid Finserv LimitedRegistered. Office: "Baid House", IInd Floor,1, Tara Nagar, Ajmer Road, Jaipur-302006Sd/-Panna Lal Baid
Chairman and Managing Director
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