Directors Report of Baid Finserv Ltd.

Mar 31, 2025

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:

Particulars	31st March 2025	31st March 2024
Revenue from operations	8,198.16	6,591.55
Other Income	56.42	44.28
Total Income	8,254.58	6,635.83
Less: Total Expenditure	6,440.93	4,826.12
Profit / (Loss) before Taxation	1,813.65	1,809.71
Tax expenses	469.10	517.31
Profit / (Loss) after Tax	1,344.55	1,292.40

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:

F.Y	Particulars	Vehicle	Loan against property
2024-25		12,973.06	26,652.87
	Asset Under
	Management
2023-24		7,186.51	29,385.32

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:

Financial Year	Amount of Unclaimed dividend for 7 years (in Rs.)	Due Date for transfer to IEPF	Amount of unclaimed dividend transferred (in Rs.)	Number of shares transferred
2016-17 (Final Dividend)	Rs. 2,77,651	October 17, 2024	Rs. 2,77,651 of unclaimed dividend transferred	4,08,120 shares transferred
2017-2018 (Interim Dividend)	Rs. 2,66,615	March 15, 2025	Rs. 2,66,615 of unclaimed dividend transferred	11,000 shares transferred

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:

Sr. No.	Name of Director	Designation
1	Mr. Panna Lal Baid (DIN: 00009897)	Chairman & Managing Director
2	Mr. Aman Baid (DIN: 03100575)	Whole Time Director
3	Mrs. Alpana Baid (DIN: 06362806)	Non-Executive Director
4	Mr. Anurag Patni (DIN: 07580695)	Independent Director
5	Mr. Surendra Kumar Singhi (DIN: 01048397)	Independent Director
6	Mr. Chaitnya Sharma (DIN: 10253651)	Independent Director

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:

Sl. No.	Name of Director	Designation
1	Mr. Panna Lal Baid	Chairman & Managing Director
2	Mr. Aman Baid	Whole Time Director
3	Mr. Aditya Baid	Chief Financial Officer
4	Mrs. Surbhi Rawat	Company Secretary & Compliance Officer

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:

S.	Name	Designation
No.
1.	Mr. Aditya Baid	Chief Financial Officer
2.	Mrs. Surbhi Rawat	Company Secretary and Compliance Officer
3.	Mr. Abhishek Rathore	Business Head
4.	Mr. Pawan Jalundhariya	Accounts Manager
5.	Mr. Dhanesh Bagra	Credit Manager

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".

Sr. No	Date
1.	May 27, 2024
2.	August 13, 2024
3.	November 14, 2024
4.	January 09, 2025
5.	February 11, 2025

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:

Particulars	Nos.
No. of Complaints Received during the Financial Year	0
No. of Complaints Disposed off during the Financial year	NA
No. of Complaints Pending for more than 90 days	0
No. of Complaints Pending as on March 31, 2025	0

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

Particulars	Number
Total number of women employees	34
Number of women employees who availed maternity leave during the year	3
Number of women employees who returned to work after availing maternity leave	3

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:

Particulars	Number of employees
Female	34
Male	209
Transgender	0
Total	243

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):

Name of the	Relationship	Amount Received	Terms
Person
Aman Baid	Director	Rs. 1,00,00,000	Working Capital Requirement/Business Purpose for a period of 3 months at interest rate of 13.00% p.a.
Alpana Baid	Director	Rs. 2,00,00,000	Working Capital Requirement/Business Purpose for a period of 3 months at interest rate of 13.00% p.a.

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:

I	the steps taken or impact on conservation of energy	• The operations of the Company, being Financial Services related, require normal consumption of electricity. However, the Company is making necessary efforts to reduce the consumption of energy. • The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power ''sleep'' mode or off- mode when not in use. The Company is, constantly pursuing its goal of technological up- gradation in a cost-effective manner for delivering quality customer service.
II	the steps taken by the Company for utilizing alternate sources of energy	The Company has installed a solar panel at its registered office which produces energy and provides power to the equipments of complete office.
III	the capital investment on energy conservation equipment	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipment except installed solar panel at its registered office.

(b) Technology absorption:

I	the efforts made	towards	Your Company being a Non-Banking Finance Company,
	technology absorption		its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require

		significant import of technology.
II	The benefits derived like product improvement cost reduction, product development or import substitution	N.A.
III	Technology Imported during the last three years (a) The details of technology imported (b) The year of import (c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A. N.A. N.A. N.A.
IV	The expenditure incurred on Research and Development	Considering the nature of services and businesses, no specific amount of expenditure is earmarked for Research and Development. However, the Company on an ongoing basis strives for various improvements in the products, platforms, and processes.

(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:-

Facility	Date of Letter	Rating Agency	Rating	Outlook
Fund Based	September 26, 2024	CARE Edge Ratings	CARE BBB: Stable/ Care A3 ( Triple B Outlook: Stable /A Three)	Stable

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

---

Mar 31, 2024

The Board of Directors are pleased to present the 33^rd (Thirty-Third) Annual Report of Baid Finserv Limited (Formerly Known as Baid Leasing and Finance Co. Ltd) ("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 2024.

1. FINANCIAL PERFORMANCE

The highlights of Company''s financial performance for the Financial Year ended on 31^st March, 2024 are summarized below:

(Amount in Lakhs.)
Particulars	31st March 2024	31st March 2023
Revenue from operations	6,591.55	5,485.30
Other Income	44.28	88.16
Total Income	6,635.83	5,573.46
Less: Total Expenditure	4,826.12	4,174.51
Profit / (Loss) before Taxation	1,809.71	1,398.96
Tax expenses	517.31	361.06
Profit / (Loss) after Tax	1,292.40	1,037.89

2. PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS

Total Income for the FY 2023-24 under review were Rs 6,635.83 Lakhs as against Rs.5,573.46 Lakhs in the previous FY 2022-23. The profit before tax for the FY 2023-24 is Rs. 1809.71 Lakhs as against Rs.1,398.96 Lakhs in the previous FY 2022-23. The profit after tax is Rs. 1292.40 Lakhs for the FY 2023-24 as against Rs. 1,037.89 Lakhs in the previous FY 2022-23.

The Company has recorded an increase in revenue of 19.06 % during the year under review.

The Asset Under Management ("AUM") of Company during the year under review were Rs.36,571.83 Lakhs as against Rs. 30,086.59 Lakhs in the FY 2022-23. Sector-wise details are as follows:

F.Y	Particulars	Vehicle	Loan against property
2023-24	Asset Under Management	7,186.51	29,385.32
2022-23		2,192.22	27,894.37

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 2023-24 was robust resulting in improvement in all operational and financial parameters.

In FY 2023-24, the Gross and Net NPAs stood at 2.61% and 0.36% respectively as compared to 2.91% and 0.64 %, in FY 2022-23, 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 2023-24 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 its circular dated 24 June 2021 has laid down a framework for declaration of dividend by NBFCs. Accordingly, the Board of Directors, after taking into account various aspects and in compliance with the said circular, recommend for consideration of the members at the ensuing Annual General Meeting (''AGM''), payment of final dividend of Re. 0.10 paisa (5 %) per equity share of face value Rs. 2. The total dividend for FY2023-24 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. BRANCH EXPANSION

The Company has expanded its geographical presence by reaching out to underserved/unserved semi urban/rural areas and increased its footprint by opening new branches in Madhya Pradesh and Gujarat and making itself more accessible to its customers and is further planning to strengthen its presence in Maharashtra. This step will further enhance the presence of the Company in different geographical locations, enabling it to penetrate into new markets and expand its reach to a wider number of customers for offering and delivering financial services in transparent manner.

5. 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 2023-24 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.

6. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2024 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, 2024 stood at Rs.30,00,00,000divided into15,00,00,000 equity shares of Rs. 2/- each.

There was no change in authorized, issued, subscribed and paid up capital during the year.

Below updates were reported in Share capital of the Company between the closure of the Financial Year 2023-24 till the date of this Report:

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.

7. 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 the Companies Act, 2013 ("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/2024/06/14.-Form MGT 7.pdf

8. TRANSFER TO RESERVE FUND AND INVESTOR EDUCATION AND PROTECTION FUND

Reserves and Surplus Account as on March 31, 2024 of your Company increased by 8.98% to Rs.14,276.87/- as against Rs. 13,099.54/- Lakhs as at March 31, 2023.

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. 258.48 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.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the interim dividend which was declared by the Company for Financial Year 2016-17 and in respect of which dividend has not yet been claimed by the shareholders of the company for seven consecutive years were transferred to the IEPF Authority along with the unpaid/unclaimed amount of dividend payable thereon during the FY 2023-24.

The company has transferred amount of Rs. 336,119.50 to Investor Education and Protection Fund Authority

9. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2024. Hence, the details of this clause are not applicable to the Company.

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

During the year under review, following changes took place in the Composition of Board of Directors

and Key Managerial Personnel of the Company:

Board of Directors

A. Directors liable to retire by rotation: In accordance with the Section 152(6) and other applicable provisions 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.

Mr. Aman Baid (DIN: 03100575) Whole-Time Director retired by rotation and was re-appointed in the previous AGM held on September 07, 2023.

B. Appointment of Independent Directors:

i) Mr. Surendra Kumar Singhi (DIN: 01048397) was appointed by the Board of Directors of the Company as an Additional Director (Non-Executive, Independent) at their meeting held on Friday, August, 04, ,2023 under Section 161 of the Act. The members of the company at the 32^ndAGM, on recommendation of the Board, approved his appointment as a Non-Executive Independent Director of the Company for a period of 5 years w.e.f August 04, 2023 to August 03, 2028.

Mr. Surendra Kumar Singhi is B Com Graduate from University of Delhi bearing more than 31 Years of experience in the field of finance, accounting and management. His expertise and Knowledge leads in different sectors of Finance, Accounting and Management. He possessed detailed practical Knowledge and expertise in his field.

ii) Mr. Chaitnya Sharma (DIN: 10253651) was appointed by the Board of Directors of the Company as an Additional Director (Non-Executive, Independent) at their meeting held on Friday, August, 04, ,2023 under Section 161 of the Act. The members of the Company, at the 32^ndAGM, on recommendation of the Board approved his appointment as a Non-Executive Independent Director of the Company for a period of 5 years w.e.f August 04, 2023 to August 03, 2028.

Mr. Chaitnya Sharma is BBA Graduate from University of Rajasthan bearing more than 4 years of experience in the field of finance, accounting, management and corporate governance. He possessed details practical Knowledge and expertise in his field.

C. Cessation of Independent Directors

Mr. Mudit Singhi (DIN: 03171115) and Mr. Monu Jain (DIN: 02609467) have ceased to be directors of the Company w.e.f. close of business hours on March 31, 2024 upon completion of their second term as Independent Directors.

D. Re-appointment of Chairman and Managing Director:

Mr. Panna Lal Baid (DIN: 00009897) Chairman and Managing Director of the Company was reappointed in the 32^ndAGM held on September 07, 2023 for a period of 3 years with effect from April 01, 2024.

Mr. Panna Lal Baid is the Founder and first generation entrepreneur bearing more than 54 years

expertise in diversified sectors and more particularly into core finance sector. He created the strategic presence of the company in high yield - pre-owned vehicle financing segment with expertise in loan origination, valuation and collection.

The present Directors of the Company are as follows:

Sr. No.	Name of Director	Designation
1	Mr. Panna Lal Baid (DIN: 00009897)	Chairman & Managing Director
2	Mr. Aman Baid (DIN: 03100575)	Whole Time Director
3	Mrs. Alpana Baid (DIN: 06362806)	Non-Executive Director
4	Mr. Anurag Patni (DIN: 07580695)	Independent Director
5	Mr. Surendra Kumar Singhi (DIN: 01048397)	Independent Director
6	Mr. Chaitnya Sharma (DIN: 10253651)	Independent Director

* Mr. Surendra Kumar Singhi and Mr. Chaitnya Sharma were appointed as an independent directors of the company w.e.f. August 04, 2023.

** Mr. Mudit Singhi and Mr. Monu Jain have ceased to be directors of the Company w.e.f. close of business hours on March 31, 2024 upon completion of their second term as Independent Directors.

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:

Sl. No.	Name of Director	Designation
1	Mr. Panna Lal Baid	Chairman & Managing Director
2	Mr. Aman Baid	Whole Time Director
3	Mr. Aditya Baid	Chief Financial Officer
4	Mrs. Surbhi Rawat	Company Secretary & Compliance Officer

There were no changes in the KMPs during FY 2023-24. Senior Management Personnel:

The present Senior Managerial Personnel of the Company are as follows:
S. No.	Name	Designation
1.	Mr. Aditya Baid	Chief Financial Officer
2.	Mrs. Surbhi Rawat	Company Secretary and Compliance Officer
3.	Mr. Abhishek Rathore	Business Head
4.	Mr. Pawan Jalundhariya	Deputy Manager
5.	Mr. Dhanesh Bagra	Credit Manager

Changes in Senior Management Personnel

*Mr. Dalveer Singh Khangarot had resigned from the company w.e.f closure of business hours December 23, 2023, accordingly he ceased from the position of SMP after the said date.

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, the company has taken on record the declarations submitted by the Independent Director Mr. Anurag Patni (DIN: 07580695) Non-Executive and Independent Director he 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,

Further Mr. Surendra Kumar Singhi (DIN: 01048397) and Mr. Chaitnya Sharma (DIN: 10253651) NonExecutive, Independent Directors of the company have registered their name in the data bank on July 14, 2023 and July 24, 2023 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.

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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("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 2023-24 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/2024/05/2.-Familiarisation-programme-23-

24.pdf

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".

Sr. No	Date
1.	May 19,2023
2.	August 04, 2023
3.	November 07, 2023
4.	February 09, 2024
5.	March 05, 2024

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 constituted Eight 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 abovementioned 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, 1(One) resolution was passed by Circulation by the Board of Directors

The Details of Board and Committees including composition and Meetings held during the Financial Year ended on 31^st March, 2024 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 19, 2023 without presence of NonIndependent 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. 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 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) and Board as a whole 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:

Particulars	Nos.
No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

17. 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 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 34^thAGM.

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, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

Statutory Auditor provided observation in Audit Report 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:

The Company is currently using jaguar software for accounting purpose, as of now jaguar is in process to enable the feature audit trail (edit log) in our software, as soon as same feature gets updated , we will able to maintain books of account having feature of recording audit trail (edit log) facility. In case jaguar takes time in updation, we will approach other vendors in order to comply with the provisions of the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014.

Except this, Financial Statements and the Auditor''s Report for the financial year ended on 31st March, 2024 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, 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 2023-24.

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, 2024, 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 FY 2023-24 has been submitted with the stock exchanges. They have stated in the report that the Company has complied with the provisions of the Act, rules made thereunder, Secretarial Standards, SEBI Regulations, Guidelines and RBI Master Directions applicable on the Company.

Both the reports do not contain any qualification, reservation or adverse remark.

M/s. V. M. & Associates, Company Secretaries (Firm Registration Number: P1984RJ039200) have confirmed their eligibility and willingness to accept the re-appointment as Secretarial Auditor of the Company. The Company has received consent/eligibility certificates from M/s V. M. & Associates, Company Secretaries. Accordingly, Board in its meeting held on May 27, 2024 has re-appointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor (Firm Reg. No. P1984RJ039200) of the Company to carry out Secretarial Audit of the Company for the Financial Year 2024-25.

• 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 2023-24.

The Internal Audit Report for the financial year ended on 31^st March, 2024 was submitted before the audit Committee and Board of Directors.

The Internal Auditor''s Report for the financial year ended on 31^st March, 2024 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. 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 27, 2024 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 2024-25.

• 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.

18. 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, 2024 are given under Note no. 4 and 5 respectively of the Financial Statements of the company forming part of this Annual Report.

19. RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2023-24 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, 2024. 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 2023-24 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/2023/05/Policv/11.%20POLICY%20FQR%20Materialitv%20of%20RPT.pdf? t=16845 81018

20. 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:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Time Risk: To compensate for non-receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company''s financial condition. The short term/immediate impact of changes in interest rates are on the Company''s Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.

Strategic Risk: Strategic or business risk is the risk associated with the formulation and execution of an organisation''s strategy.

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/Policv/9.%20Risk%20Mangement%20Policv.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.

21. 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.

22. 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.

23. 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.

24. 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, 2024 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.

25. 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:

I	the steps taken or impact on conservation of energy	• The operations of the Company, being Financial Services related, require normal consumption of electricity. However, the Company is making necessary efforts to reduce the consumption of energy. • The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power ''sleep'' mode or off- mode when not in use. The Company is, constantly pursuing its goal of technological up-gradation in a cost-effective manner for delivering quality customer service.
II	the steps taken by the Company for utilizing alternate sources of energy	The Company has installed a solar panel at its registered office which produces energy and provides power to the equipments of complete office.
III	the capital investment on energy conservation equipment	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipment except installed solar panel at its registered office.

(b) Technology absorption:

I	the efforts made towards technology absorption	Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require significant import of technology.
II	The benefits derived like product improvement cost reduction, product development or import substitution	N.A.
III	Technology Imported during the last three years (a) The details of technology imported (b) The year of import	N.A. N.A.

	(c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A. N.A.
IV	The expenditure incurred on	Considering the nature of services and businesses, no
	Research and Development	specific amount of expenditure is earmarked for Research and Development. However, the Company on an ongoing basis strives for various improvements in the products, platforms, and processes

(c) Foreign Exchange earnings and Outgo:

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

26. 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/Policy/18.%20Corporate-Social-Responsibility-Policy.pdf? t=1684581018

27. 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 .

28. 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%20Policy.pdf? t=16845 81010

29. 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 27, 2023 in respect of bank facilities. The detail of which are as follows:-

Facility	Rating Agency	Rating	Outlook
Fund Based	CARE	CARE BBB: Stable/ Care A3 ( Triple B Outlook: Stable /A Three)	Stable

30. 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.

31. 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.

32. 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.

33. 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.

34. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("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 Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 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.

35. 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, 2024 and a declaration to this effect signed by the

Chairman and Managing Director forms part of the Corporate Governance Report as Annexure I.

36. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2023-24have 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.

37. 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, 2024, 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, 2024 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.

38. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON COMPANY

There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company as specified in Schedule III, Para A, Clause 5A of Listing Regulations.

39. 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.

40. 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.

---

Mar 31, 2018

Dear Member,

Baid Leasing and Finance Co. Ltd.

The directors are pleased to present the 27th Annual Report of your Company together with the audited annual financial statements for the financial year 2017-18.

1. COMPANY’S PERFORMANCE

The Company’s financial highlights forthe financial year ended on 31^st March ,2018 are summarized below.

(Amount in Rs.)

Particulars	F.Y. 2017-18	F Y 2016-17
Total Revenue	41,04,79,472.53/-	28,52,16,463/-
Less: Total Expenditure	32,77,65,958.22/-	22,80,01,272/-
Profit / (Loss) before Taxation	8,27,13,514.31/-	5.72.15.192/-
Tax expenses	2,59,74,413.25/-	1,75,27,827/-
Profit / (Loss) after Tax	5,67,39,101.07/-	3,96,87,364/-

2. PERFORMANCE RE VIE WAND STATE OF COMPANY’S AFFAIRS

The company is mainly engaged in the business of vehicle finance and asset finance.

The net receipts from operations during the year under review were Rs. 41,04.79 ,472.53/ -as against Rs.28,52,16,463/-in the previous year. The profit/(Loss) after tax is Rs. 5 J67.39,101.07/-as against Rs.3,96,87,364/- in the previous year.

The Company has recorded a growth in revenue of 43.92% and growth in Profit of 42.97% during the year under review.

The asset size of Company grew from Rs. 139,35,00,000/- as on March 31, 2017 to Rs. 220,13,00,000/- as on March31,2018 .thereby recording a growth of 57.97%.

The improvement in the revenues is a result of the aggressive marketing and robust collections. The Company endeavors to continue the tremendous growth rate.

3. DIVIDEND

The Board, in its meeting held on February 07,2018 declared an interim dividend of Rs.0.50/-per Equity Share(@ 5% per equity share of Rs. 10/- each). The Dividend Pay out aggregated to Rs. 50 50,000/-(Exculding dividend distribution tax of Rs. 10 28,063/-). Further the Board in its meeting held on May 29,2018 recommended a final dividend of Rs. 0.50/- per Equity Share (@ 5% per equity share of Rs. 10/- each) for the financial year ended on March 31 , 2018. The proposal is subject to the approval of Shareholders at the ensuing Annual General Meeting (AGM) to be held on Monday,August 27 201 8.

The Register of Members and Share Transfer Books will remain closed from Tuesday, August 21 ,2018 to Monday,August 27,2018 for the purpose

4. EXTRACTOFANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) ofthe Companies Act 2013 (hereinafter referred as “Act”), read with Rule 12 ofthe Companies (Management and Administration) Rules, 2014 as amended, an extract of Annual Return as on March 31,2018 in form MGT-9 has been prepared and enclosed as Annexure-l which forms part of this report.

5. NUMBEROF MEETINGS OF BOARD OF DIRECTORS

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

The Meetings ofthe Board are held at the Registered Office of the Company at “Baid House”, llnd Floor 1 ,Tara Nagar, Ajmer Road, Jaipur-302006 (Rajasthan). Du ring the year under review, 5 (Five) Board Meetings were held on May 10,2017; May1B,2017; August 11,2017; November 13,2017; and February 07,2018.The frequency of the meetings of the Board is in compliance with the extant rule sand re gulationsas applicable on the Company.

The details of board and committee meetings held during the financial ended on 31 st March, 2018 and their attendance thereto are set out in the Corporate Governance Report enclosed as Annexure VII which forms a part oft his report.

6. DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Directors ofthe Company have affirmed that they continue to meet all the requirements specified under section 149 of the Act and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 in respect of their position as an “Independent Director”of Baid Leasing and Finance Co. Ltd.

7. DIRECTOR’S APPOINTMENT CRITERIA AND REMUNERATION POLICY ETC.

The Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of directors as well as Nomination and Remuneration Policy forthe Company as mandated under Section 178 (3)/(4) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure requirements) Regulations,2015.

The above referred Policy is available on the website of the Company and can be accessed at http:/Avww.b alfc.com/wp-co ntent/uploadsC018/02/Norn ination-and-Remuneration-Policy.pdf

8. AUDITORS & AUDITOR’S REPORT

- Statutory Auditors & Audit Report

M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur, were appointed as Statutory Auditors of the company to hold office till the conclusion of the 29^th Annual General Meeting of Company.

As per the provisions of Section 40 ofthe Companies (Amendment) Act ,2017 notified with effect from 7th May, 2018 .there is no requirement for ratification of appointment of statutory auditors at every Annual General Meeting of the Company and therefore, the board has not proposed the ratification of appointment ofthe said auditor at the ensuing AGM.

Further, The Financial Statements and the Auditor’s Report for the financial year ended on 31 st March, 2018 are free from any qualification, reservation and adverse remark. Further the notes on accounts are self-explanatory.

- Secretarial Auditor & Secretarial Audit Report

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

In consonance with the requirements of aforementioned er, M/s V. M. ^Associates, Company Secretaries in Practice, Jaipur, (Firm Registration No. P1984RJ039200) were appointed as secretarial auditor to con duct the secretarial audit ofthe Comp any for the financial year 2017-18.

Secretarial Audit Report as issued by M/s V M. & Associates, Company Secretaries in Practice, in respect ofthe secretarial audit of the Company in Form MR-3 for the financial year ended on 31 st March ,2018, is given in Annexure II to this Report.

The SecretarialAudit report for the financial year ended on 31 st March, 2018 is self explanatory and does not call for any further explanation.

Further,The Board in its meeting held on May 29,2018 has re-appointed M/s V M. ^Associates, Company Secretaries in Practice, Jaipur (Firm Registration No. P1984RJ039200) as SecretarialAuditor ofthe Company to carry out secretarial audit of the Company for the financial year 2 018 -19.

- InternalAuditor

Pursuant to Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditorsto carry out InternalAudit ofthe Company.

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) was appointed to conduct the Internal Audit ofthe Company for the financial year 2017-18.

The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors. The yearly Internal Audit Report as received for the financial Year 2017-18 is free from any qualification.

The Board has re-appointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Reg. No. 006852 C) as the Internal Auditor ofthe Company for the financial year 2018-19.

9. LOANS, GUARANTEE SAN DIN VESTMENTS IN SECURITIES BYTHE COMPANY

Pursuant to Section 186(11) ofthe Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company(NBFC) registered with Reserve Bank of India (RBI), in the ordinary course of its business are exempted from the applicability of Provisions of Section 186 ofthe Act. As such the particulars of loans and guarantee have not been disclosed in this Report. However the same are mentioned in the audited financial statements forthe financial year ended on March 31 ,2018.

10. RELATED PARTYTRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm’s length basis. Relevant Form for disclosure of particulars of contracts /arrangements/ Transactions entered into by the company with related parties referred to in sub-section (1) of section 188 ofthe Companies Act, 2013 is given in Annexure III to this Report. The Company’s Policy on Materiality of Related Party Transactions is put up on the company’s website and can be accessed at http:/yWww.balfc.com/corporate-governance/#tab-id-5.

11. TRANSFER TO RESERVES

Reserves and Surplus Account as at March 31,2018 of your Company increased by 17.20% to Rs. 3037,25]629.20/-as against Rs. 2,59,142,654.14 in the previous financial year. Your Company has transferred 1,13,50,000/-to Special Reserve in compliance with the provisioning norms ofthe RBI.

Also a provision of Rs.17 36,565.42 /- @ .25% on the standard assets of the Company was made during the year.

12. SPECIAL BUSINESS, POSTAL BALLOT, MAJOR CORPORATE ACTIONS

- During the year, pursuantto order of Hon’ble National Company LawTribunal, Principal Bench, New Delhi (NCLT) dated July 4, 2017, further rectified vide order dated August 1,2017 meeting of Secured Creditors, Unsecured Creditors and Equity Shareholders was called on Monday, October 23, 2017 from 10:00 A.M. onwards for the purpose of considering and approving the Scheme ofAmalgamation and Arrangement of Jaisukh Developers Private Limited and Skyview Tie Up Private Limited with Baid Leasing and Finance Co. Ltd. and their respective Shareholders and Creditors.

The Company obtained the approval of the secured and unsecured creditors with requisite majority in number and value by passing resolution in respect of said matter on October 23, 2017. With respect to equity shareholders meeting the same was deferred due to technical issues.

There after the company filed application on November 15,2017 for convening meeting of equity shareholders , in respect of which NCLT vide its order dated November 21 , 2017 directed meeting of Equity Shareholders on Thursday, January 1 8, 2018 at 2:30 P.M. at the registered office ofthe comp any which was again deferred on technical grounds.

Thereafter the company filed another application on May 23, 2018 interalia for convening meeting of equity shareholders, the directions of which are awaited.

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

There have been no material changes and commitments, affecting the financial position ofthe company which occurred between the end ofthe financial year to which the financial statements relate and the date oft his report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

1. 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:

(c) Foreign exchange earnings and Outgo:

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

15. RISK MANAGEMENT

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:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: Tq com pen sate for non receipt of expected inflows of fund s.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company’s financial condition. The shortterm/immediate impact of changes in interest rates are on the Company’s Net Interest Income (Nil). On a longerterm, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all repricing mismatches and other interest rate sensitive positions.

16. CORPORATE SOCIAL RESPONSIBILITY

The company was obligated to spend approximately an amount of R s. 7,70,000/- .being 2% of the average net profit before tax of the three immediately preceding financial years i.e. Rs.3,84,98 362.88/-towards CSR activities during the financial year 2017-2018.Accordingly the Company has contributed a sum of Rs. 1,00pO,000/- with regard to CSR activities during the financial year2017-2018 by making do nation to M/s JaiTulsi Foundation.

The Annual Report on CSR activities is annexed herewith as AnnexurelVto this report.

The Company has CSR Policy is in place and the same can be accessed at http://www.balfc.com/wp-content/uploads/2018/02/Corporate-Social-Responsibility-Policy-1 .pdf

17. FO RMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is conducted on an annual basis to satisfy the requirements ofthe Companies Act, 2013 and SEBI (Listing obligations and Disclosure requirements) Regulations,2015.

The following criteria assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:

- Leadership ^stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate .relevant & timely information from external sources;

- review & approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections ;

- identify, monitor & mitigate significant corporate risks ;

- assess policies, structures & procedures ;

- direct, monitor & evaluate KMPs, senior officials ;

- review management’s succession plan ;

- effective meetings ;

- assuring appropriate board size, composition, independence, structure ;

- clearly defining roles & monitoring activities of committees;

- review of corporation’s ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non-independent Directors, in a separate meeting ofthe Independent Directors.

The Eioard evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters and in the manner as la id down below.

a) Of the Board as a whole: The performance of the Board was evaluated from the reviews/feedback of the directors themselves. The broad parameters for reviewing the performance ofthe Board, interalia, contained the following:

I. Development of suitable strategies and business plans at appropriate time and its effectiveness;

II. Implementation of robust policies and procedures;

III. Size .structure and expertise ofthe Board;

IV Oversight ofthe Financial Reporting Process, including Internal Controls;

V. Willingness to spend time and effort to learn about the Company and its business; and

VI. Awareness about the latest developments in the areas such as corporate governance framework,financial reporting, industry and market conditions.

b) Of Individual Directors):

I. Evaluation of Managing Director / Whole time Director/Executive Director: The performance evaluation of Managing Director, Executive Director of the Company was done by all the directors including Independent Directors.

c) Evaluation of Independent Directors:

I. The Schedule IV of the Companies Act, 2013, i.e. “Code for Independent Directors” provide s for the evaluation of Independent Directors.

II. Under the view of this provision, the performance evaluation of ID’s was done by the entire Board of Directors, excluding the director being evaluated on the basis ofthe following criteria and including the parameters of evaluation of individual directors:

III. Exercise of objective independent judgment in the best interest of Company;

IV Ability to contribute to and monitor corporate governance practice; and

V. Adherence to the Code of Con duct for I ndependent Directors.

d) Evaluation ofthe Committees:

The performance ofthe Committees ofthe Board was evaluated by the Directors, on the basis of the terms of reference of the Committee being evaluated. The broad parameters/criteria for reviewing the performance of all the Committees, inter alia, were:

I. Discharge of the functions and duties as per the terms of reference;

II. Pro cess and procedures followed for discharging the functions;

III. Effectiveness of suggestions and recommendations received;

IV Size, structure and expertise of the Committee; and

V. Conduct ofthe meetings and proceduresfollowed in this regard.

Other Statutory Disclosure as required under Rule 8(5) of the Companies (Accounts) Rules, 2014

1. Financial Summary/highlights are already mentioned in the beginning ofthe report.

2. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business ofthe Company.

3. DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTMENT/ REAPPOINTMENT/ CESSATION

- In accordance with the provisions of Section 152 of the Act, read with the rules made there under and the Article of Association of the Company, Mrs. Alpana Baid Executive Director, retiring by rotation at the ensuing Annual General Meeting and being eligible has offered herselffor reappointment.

- During the year, Mr. Manoj Kumar Jain resigned from the post of Chief Financial Officer with effect from close of business hours of December 31 ,2017.

- The Board of Directors at its meeting held on February 07,2018 appointed Mr. Aditya Baid, as Chief Financial Officer ofthe Company.

- During the year, the consent ofthe shareholders was obtained by passing Special/ordinary Resolution in the 26^lhAnnual General Meeting dated September 15, 2017 for the following matters:-

(a) Appointment of Mr. Anurag Patni as an Independent Director to hold office for a term of five years with effect from October 22,2016 to October 21 ,2021.

(b) Re-appointment of Mr. Aman Baid as executive director for a period 3 years with effect from June 01 ,2 0171 o May31,2020.

(c) Re-appointment of Mr. Panna Lai Baid as Chairman and Managing Director for a period 3 years with effect from April 1 ,2018 to March 31,2021.

4. ASSOCIATE COMPANIES, JOINTVENTURE AND SUBSIDIARY COMPANIES

During the year under review, there was no associate, Joint Venture and subsidiary Company.

5. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposits) Rules ,2014 or Chapter V of the CompaniesAct,2013 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.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY TH E REGULATORS

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 ofthe Company in future.

7. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

Other Disclosures required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as may be applicable 1. COMMITTEE OF DIRECTORS

The Board has constituted six Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee andAsset Liability Committee . Other details are laid down in the Corporate Governance segment of this Annua I Report.

2. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP’s AND EMPLOYEES

(A) None of the employee of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 of the Companies Act, 2013 during the year under review. Following is the list of the top ten employees of the Company in terms of remuneration drawn:

(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 ofthe Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part ofth is rep ortas An n ex u re V.

3. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

Number of complaints received: NIL

Number of complaints disposed off: NIL

4. MANAGE ME NT DISCUSSION &ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, is annexed herewith as Annexure Vito this report.

5. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year ended on March 31,2018 along with Statutory Auditor’s Certificate on compliance with the provisions of Corporate Governance under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 is annexed herewith as Annexure VII to this report.

6. EXTERNAL RATINGS

CARE Ratings carried out the rating of the loan pools which reaffirmed a rating of BBB-indicating adequate safety.

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

7. CHAIRMAN 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is published in this Report.

8. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2017-2018 have been prepared with the applicable accounting principles in India and the mandatory Accounting Standard (‘AS¹) as prescribed under Section 133 of the Companies Act, 2013 read with the rules made there under.

9. 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 , 2018, the applicable accounting standards have been followed and there are no material departures fromthe 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 ofthe state of affairs ofthe company at the end ofthe Financial Year ended on March 31 , 2018 and ofthe profit and loss ofthe comp any 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 ofthe 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 interna I 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 we re adequate and operating effectively.

10. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS:

The company complies with all applicable standards. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

11. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company’s stakeholders, auditors .advisors and business partners, all its customers fort heir patronage. 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: May 29,2018 For and on Behalf of The Board

Place: Jaipur Baid Leasing and Finance Co. Ltd.

Sd/-

Panna Lai Baid

Chairman and Managing Director

DIN:00009897

---

Mar 31, 2016

The directors are pleased to present the 25th Annual Report of your Company together with the audited annual financial statements for the financial year 2015-16.

COMPANY''S PERFORMANCE

(Amount In Rs.)

Particulars	F.Y. 2015-16	F.Y. 2014-15
Total Revenue	18,25,46,244/-	8,60,24,171/-
Less: Total Expenditure	14,23,73,087/-	6,79,17,431/-
Profit / (Loss) before Taxation	4,01,73,157/-	1,81,06,740/-
Tax Expenses	1,26,88,454/-	61,08,298/-
Profit / (Loss) after Tax	2,74,84,703/-	1,19,98,442/-

PERFORMANCE REVIEW

The company is mainly engaged in the business of hire-purchase finance and finance against mortgage of property. The net receipts from operations during the year under review were Rs. 18,25,46,244/-as against Rs. 8,60,24,171/- in the previous year. The profit/ (Loss) after tax is Rs. 2,74,84,703/-as against Rs. 1,19,98,442/- in the previous year.

DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2015-16.

TRANSFER TO RESERVES:

As per requirement of RBI regulations, the Company has transferred the amounts to various reserves during Financial Year ended March 31,2016 as given in the notes of balance sheet.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board are held at the Registered Office of the Company at, "Baid House", llnd Floor 1, Tara Nagar, Ajmer Road, Jaipur 302 006. During the year under review, 5 (Five) Board Meetings were held onl6,05.2015, 07.08.2015, 03.11.2015, 21.01.2016 and 05.03.2016, the frequency of the meetings of the Board is in compliance with the extant rules and regulations as applicable on the Company. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2016.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-Executive Directors of the Company, have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of Baid Leasing and Finance Co. Ltd.

MAN AGEMENT AND BOARD OF DIRECTORS

Mrs. Alpana Baid, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 retires by rotation in the ensuing AGM and being eligible, offers herself for reappointment. During the year, there was no change in the Directors and KMP of the Company.

AUDITORS - Statutory Auditors

M/s. Khilnani & Associates, Chartered Accountants {Firm Registration No. 005776C), Jaipur were appointed as Statutory Auditors to hold office till the conclusion of the 29thAnnual General Meeting of Company subject to ratification from the members of the Company every year. Ratification of their appointment for the financial year 2016-17 is sought in the ensuing AGM.

The company has received consent from M/s. Khilnani & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly, the Board of Directors has recommended the ratification of appointment as Statutory Auditors.

The Financial Statements and the Auditor''s Report for the financial year ended 31st March, 2016 are self-explanatory and do not call for any further comments.

* Secretarial Auditor

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made there under, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2015-16.

Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2016, is given in Annexure I to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2016is self explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2016-17.

- Internal Auditor

Pursuant to Section 138 of Companies Act, 2013 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, M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur was appointed to conduct the Internal Audit of the Company for the financial year 2015-16.

The Board has re-appointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditor of the Company for the financial year 2016 -17.

LOANS. GUARANTEES AND INVESTMENTS IN SECURITIES BYTHE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm''s length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure II to this Report.

SPECIAL BUSINESS AND POSTAL BALLOT SPECIAL BUSINESS

1. With the applicability of Companies Act, 2013, most of the provisions in the articles of the company are not in consonance with the extant rules and regulation, therefore the Board deems it fit and proper to adopt new set of Articles of Association of the Company, details pertaining to the same are chalked out in the notice of 25th AGM.

POSTAL BALLOT

1. During the year, the Company obtained the consent of the shareholders by passing Special/Ordinary Resolution through Postal Ballot for the following matters:

Vide postal ballot notice dated May 16,2015-

- to borrow money u/s 180 (1) (c) of the Companies Act, 2013 up to a sum of Rs. 250,00,00,000/-{Rupees Two Hundred and Fifty Crore Only)

- to create mortgage or charge, sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the company, both present and future u/s 180 (1) (a) of companies act, 2013

Vide postal ballot notice dated March , 2016

- Issue of 39,55,000 equity shares on preferential basis,

- Alteration on of Article 4 of Articles of Association;

- Increase the Authorized Share Capital and alteration of Capital Clause of Memorandum of Association

RISK MANAGEMENT

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:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net out flows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company''s financial condition. The short term/immediate impact of changes in interest rates are on the Company’s Net Interest Income (Nil). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all repricing mismatches and other interest rate sensitive positions.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of Baid Leasing and Finance Co. Ltd. (the "Company").

"Key Managerial Personnel" (KMP) means

(i) the Chief Executive Officer or the Managing Director or the Manager

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members other than the Directors and KMPs of the Company, who are members of management one level below the Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and applicable clauses of SEBI LODR and includes formal evaluation framework of the Board.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2 The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 reviewing 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;

3.2 identifying individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

3.3 recommending to the Board on the selection of individuals nominated for Directorship;

3.4 making recommendations to the Board on the remuneration payable to the Directors / KMPs / Senior Officials so appointed / reappointed;

3.5 assessing the independence of independent directors;

3.6 such other key issues/matters as may be referred by the Board or as may be necessary in view of the SEBI LODR and provision of the Companies Act 2013 and Rules there under,

3.7 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;

3.8 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is dear and meets appropriate performance benchmarks;

3.9 to devise a policy on Board diversity;

3.10 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors, at least one-half of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN

a) Chairman of the Committee shall be an independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) in the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders'' queries.

COMMITTEE MEMBERS'' INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) I n the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

- assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

- the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

- the skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

- the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee''s ability to exercise independent judgment;

4.2 Personal specifications:

- Degree holder in relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal, communication and representational skills;

- Demonstrable leadership skills;

- Commitment to high standards of ethics, personal integrity and probity;

- Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

6- Remuneration of Directors. Kev Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior official’s salary shall be based & determined on the individual person''s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KMPs and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the Committee to the Board of the Company.

(i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual''s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

(ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorize the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V.

The Company may with the approval of the shareholders authorize the payment of remuneration up to five percent of the net profits of the Company to its anyone Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.

The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director up to one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors. .

6.2 The remuneration payable to the Directors shall be as per the Company''s policy and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The following criteria assist in determining how effective the performances of the Directors/KMPs/

Senior officials have been:

- Leadership & stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate, relevant & timely information from external sources;

- review & approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections;

- identify, monitor & mitigate significant corporate risks;

- assess policies, structures & procedures;

- direct, monitor & evaluate KMPs, senior officials;

- review management’s succession plan;

- effective meetings;

- assuring appropriate board size, composition, independence, structure;

- clearly defining roles & monitoring activities of committees;

- review of corporation''s ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non-independent Directors in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters.

ASSOCIATE COMPANIES AND SUBSIDIARY COMPANIES

During the year under review, there was no associate and subsidiary Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-executive &independent Directors and as on March 31,2016 was chaired by Mr, Mudit Singhi.

The details of the composition of the Committee are set out in the following table:

Name of Member	Category	Category
Mr. Mudit Singhi DIN: 03171115	Non-Executive & Independent Director	Chairman
Mr. Binod Kumar Choraria DIN:00104267	Non-Executive & Independent Director	Member
Mr. Monu Jain DIN: 02609467	Non-Executive & Independent Director	Member

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee interalia include the following:

- the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

- review and monitor the auditor''s independence and performance, and effectiveness of audit process;

- examination of the financial statement and the auditor''s report

- approval or any subsequent modification of transactions of the Company with related parties;

- scrutiny of inter-corporate loans and investments;

- valuation of undertakings or assets of the Company, wherever it is necessary;

- evaluation of internal financial controls and risk management systems;

- monitoring the end use of funds raised through public offers and related matters.

VIGIL MECHANISM

The Board adopted and implemented the vigil mechanism/whistleblower policy that adopts global best practices. We have established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. Further no personnel has been denied access to the audit committee as per Securities and Exchange Board of India {Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). Also there were no whistle blower event reported during the period under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on ''conservation of energy and technology absorption''. However, the Company is taking initiatives for conservation of energy.

The particulars relating to foreign exchange earnings and outgo are NIL.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2016, 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 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSALl ACT. 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. .

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended on March 31,2016 is given in Annexure III to this Report.

EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(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 Companies Act, 2013 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. .

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to SEBI LODR forms part of the Annual Report for the Financial Year 2015-16, which is presented elsewhere.

CORPORATE GOVERNANCE REPORT

As per the SEBI LODR, compliance with the provisions of regulation 17 through 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not mandatory for the time being, in respect of the following class of companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. the listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption (a);consequently Corporate Governance Report does not forms part of the Annual Report for the Financial Year 2015-16. However, the company is following industry best corporate governance standards.

LISTING OF SECURITIES

At present the Equity shares of the company are listed with the Bombay Stock Exchange Limited and the listing fee for the year 2015-16 has been duly paid.Scrip code of the Company is 511724.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company''s stakeholders, auditors, advisors and business partners, all its customers for their patronage. 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 s ±t for the future.

DATE: 07.05.2016 FOR ANDONBEHALFOF THE BOARD

PLACE; JAIPUR Sd/-

PANNA LAI BAID

[Chairman and Managing Director)

DIN:00009897

---

Mar 31, 2015

Dear Member,

The directors are pleased to present the 24th Annual Report of your Company together with the Annual Financial Statements for the Financial Year 2014-15.

COMPANY''S PERFORMANCE

(Amount In Rs.)

Particulars F.Y. 2014-15 F.Y. 2013-14

Total Revenue 8,60,24,170/- 7,35,12,226/-

Less: Total Expenditure 6,79,17,429/- 5,81,06,112/-

Profit / (Loss) before Taxation 1,81,06,741/- 1,54,06,114/-

Tax Expenses 61,08,298/- 52,52,279/-

Profit / (Loss) after Tax 1,19,98,443/- 1,01,53,835/-

PERFORMANCE REVIEW

The company is mainly engaged in the business of hire-purchase finance and dealing in stock market. The Company has now entered into housing finance business considering the growth and scope of the said segment. Further, diversification in the business of the Company will be in the greater interest of the shareholders of the Company. The total receipts from Operations during the year under review were Rs. 8,60,24,170/- as against Rs. 7,35,12,226/- in the previous year. The profit/ (Loss) after tax is Rs. 1,19,98,443/- as against Rs. 1,01,53,835/- in the previous year.

DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES:

As per requirement of RBI regulations, the Company has transferred the following amounts to various reserves during Financial Year ended March 31, 2015-

Amount transferred to Amount (in Rs.)

Special Reserve

* 20% of net profit 24,00,000%

* 0.25% of Standard Assets 2,11,000/-

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Company at "Baid House", IInd Floor, 1, Tara Nagar, Ajmer Road, Jaipur 302 006. During the year under review, 12 (Twelve) Board Meetings were held on 16.04.2014, 02.05.2014, 24.05.2014, 04.07.2014, 31.07.2014, 09.08.2014, 12.09.2014, 12.10.2014, 08.11.2014, 31.12.2014, 02.02.2015 and 09.03.2015. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-Executive Directors of the Company, viz. Mr. Mudit Singhi, Mr. Binod Kumar Choraria and Mr. Monu Jain have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of Baid Leasing & Finance Co. Ltd.

MANAGEMENT AND BOARD OF DIRECTORS

Mr. Rakesh Kumar Baid, Whole time Director, and Mr. Chandra Bhan Singhi, Director were liable to retire by rotation in terms of provisions of Companies Act, 2013 and Articles of Association of the Company at the 23 rd Annual General Meeting held on 16.08.2014 and did not seek appointment owing to preoccupation. Mr. Rakesh Kumar Baid and Mr. Chandra Bhan Singhi served on the Board of the company since its initial years. The Board placed on record their sincere appreciation and recognition towards the valuable contribution and services rendered.

Mrs. Sobhag Devi Baid, was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, whose tenure expired at 23 rd Annual General Meeting held on 16.08.2014.

Mr. Aman Baid was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, and subject to the approval of the members at the 23 d Annual General Meeting his appointment was regularized as Executive Director on the terms and conditions as mentioned in the resolution in the Notice of 23rd AGM.

Mrs. Alpana Baid, non executive non independent Director and Mr. Mudit Singhi, Independent and Non executive Director were appointed on the Board of the Company w.e.f 16.08.2014.

Mr. Panna Lal Baid, Chairman and Managing Director of the Company whose term expired on 31.03.2015, was reappointed on the Board of the Company for a further period of 3 years w.e.f. 01.04.2015 in the 23rd AGM held on 16.08.2014.

Mr. Aman Baid, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment.

During the year, the appointment of Mr. Manoj Kumar Jain, CFO of the Company was regularized in terms of Sec. 203 of the Companies Act, 2013 read with the rules made thereunder.

AUDITORS

* STATUTORY AUDITORS

M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur are proposed to be appointed as Statutory Auditors in place of retiring Auditors M/s. Sharma Naresh & Associates, Chartered Accountants, and shall hold office from the conclusion of this Annual General Meeting till the conclusion of the 29th Annual General Meeting subject to ratification of the appointment by the members of the Company at every Annual General Meeting held after this Annual General Meeting.

The company has received letter from M/s. Khilnani & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly the Board of Directors have recommended the appointment as statutory Auditors on a remuneration to be decided by the board.

The Notes on Financial Statements referred to in the Auditor''s Report for the financial year ended 31st March, 2015 are self-explanatory and does not call for any further comments.

* SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15.

An audit report issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given in Annexure I to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16.

* INTERNAL AUDITOR

As per Section 138 of Companies Act, 2013 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, M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur was appointed to conduct the Internal Audit of the Company for the financial year 2014-15.

The internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditor of the Company for the financial year 2015 -16.

LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Finance company in the ordinary course of its business are exempted from disclosure in the Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial Year are done in the ordinary course of business and at arm''s length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure II to this Report.

POSTAL BALLOT

A. During the year under review, Special Resolutions for authorizing the Board for the following and as contained in the Notice to shareholders dated 02nd May, 2014 were approved by the shareholders of the Company through postal ballot:

1. to make inter corporate loans, investments, guarantees and securities in other bodies corporate u/s 186 of the Companies Act, 2013 upto a sum of Rs. 50,00,00,000 (Rs. Fifty Crores Only).

2. to borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 75,00,00,000 (Rs. Seventy Five Crores Only).

3. to sell / lease or otherwise dispose off the whole or substantially the whole of the undertaking(s) and /or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013 to Secure the borrowings of the Company.

CS Manoj Maheshwari, Practicing Company Secretary was appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility was also made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing agreement for postal ballot process. However, none of the shareholders utilized the option.

Details of voting are as follows:

No.of No.of Shares Total votes No.of votes No.of votes Invalid Share in favour against votes holders

17 39,41,160 39,41,160 39,41,160 NIL NIL

B. In supersession of the resolution passed by shareholders of the Company through postal ballot on 14th June, 2014, the Company is seeking consent of the shareholders, through proposed Special Resolution(s) as contained in the Notice to shareholders dated 16th May, 2015 and as mentioned hereunder:

1. to borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 250,00,00,000 (Rupees Two Hundred and Fifty Crores only);

2. to create charge or mortgage, sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s)and/or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013, to secure borrowing, upto a sum of Rs. 250,00,00,000 (Rupees Two Hundred and Fifty Crores only).

CS Manoj Maheshwari, FCS 3355, Practicing Company Secretary is appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility will also be made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing agreement for postal ballot process.

RISK MANAGEMENT

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:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company''s financial condition. The short term/immediate impact of changes in interest rates are on the Company''s Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all repricing mismatches and other interest rate sensitive positions.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of Baid Leasing & Finance Co. Ltd. (the "Company").

"Key Managerial Personnel (KMP) means—

(i) the Chief Executive Officer or the Managing Director or the Manager

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members other than the Directors and KMPs of the Company, who are members of management one level below the Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement and includes formal evaluation framework of the Board.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2 The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 reviewing 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;

3.2 identifying individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

3.3 recommending to the Board on the selection of individuals nominated for Directorship;

3.4 making recommendations to the Board on the remuneration payable to the Directors / KMPs / Senior Officials so appointed / reappointed;

3.5 assessing the independence of independent directors;

3.6 such other key issues/matters as may be referred by the Board or as may be necessary in view of the Listing Agreement and provision of the Companies Act 2013 and Rules thereunder.

3.7 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;

3.8 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

3.9 to devise a policy on Board diversity;

3.10 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors, at least one-half of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders'' queries.

COMMITTEE MEMBERS'' INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

* assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

* the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

* the skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

* the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee''s ability to exercise independent judgment;

4.2 Personal specifications:

* Degree holder in relevant disciplines;

* Experience of management in a diverse organization;

* Excellent interpersonal, communication and representational skills;

* Demonstrable leadership skills;

* Commitment to high standards of ethics, personal integrity and probity;

* Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

* Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors, Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior official''s salary shall be based & determined on the individual person''s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KM Ps and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the Committee to the Board of the Company.

(i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual''s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

(ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorise the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V.

The Company may with the approval of the shareholders authorise the payment of remuneration upto five percent of the net profits of the Company to its any one Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.

The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board. The siffing fee to the Independent Directors shall not be less than the siffing fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Company''s policy and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The following criteria assist in determining how effective the performances of the Directors / KMPs / Senior officials have been:

* Leadership & stewardship abilities;

* Contributing to clearly define corporate objectives & plans;

* Communication of expectations & concerns clearly with subordinates;

* obtain adequate, relevant & timely information from external sources;

* review & approval achievement of strategic and operational plans, objectives, budgets;

* regular monitoring of corporate results against projections ;

* identify, monitor & mitigate significant corporate risks ;

* assess policies, structures & procedures ;

* direct, monitor & evaluate KMPs, senior officials ;

* review management''s succession plan ;

* effective meetings ;

* assuring appropriate board size, composition, independence, structure

* clearly defining roles & monitoring activities of committees;

* review of corporation''s ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executi''ve/Non-Independent Directors in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters.

ASSOCIATE COMPANIES

During the year under review, Dream Finhold Pvt. Ltd. ceased to be associate Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-executtve & Independent Director and as on March 31, 2015 was chaired by Mr. Mudit Singhi.

The details of the composition of the Committee are set out in the following table:

Name of Category Category Member

Mr.Mudit Singhi Non-Executive & Independent Chairman DIN:03171115 Director

Mr. Binod Kumar Non-Executive & Independent Member Choraria Director DIN:00104267

Mr. Monu Jain Non-Executive & Independent Member DIN:02609467 Director

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

* the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

* review and monitor the auditor''s independence and performance, and effectiveness of audit process;

* examination of the financial statement and the auditors'' report

* approval or any subsequent modification of transactions of the Company with related parties;

* scrutiny of inter-corporate loans and investments;

* valuation of undertakings or assets of the Company, wherever it is necessary;

* evaluation of internal financial controls and risk management systems;

* monitoring the end use of funds raised through public offers and related matters.

VIGIL MECHANISM

In April, 2014, the Board adopted and implemented the vigil mechanism/ whistle blower policy that adopts global best practices. We have established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the audit committee from time to time.

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

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on ''conservation of energy and technology absorption''.

The particulars relating to foreign exchange earnings and outgo are NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, 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 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* Number of complaints received: NIL

* Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no MGT-9 as on the financial year ended on March 31, 2015 is given in Annexure III to this Report.

EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(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 Companies Act, 2013 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.

LISTING OF SECURITIES

The Equity shares of the company were listed with the BSE Limited and Delhi Stock Exchange Limited. However the SEBI vide its exit order no. WTM/PS/45/MRD/DSA/NOV/2014 dated November 19th, 2014 withdrew the recognition granted to Delhi Stock Exchange Limited. Consequently the Delhi Stock Exchange Limited has been de-recognized w.e.f November 19th, 2014

At present the Equity shares of the company are listed with the BSE Limited and the listing fee for the year 2015-16 has been duly paid.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company''s stakeholders, auditors, advisors and business partners, all its customers for their patronage. 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.



FOR AND ON BEHALF OF THE BOARD DATE: 16.05.2015 PLACE: JAIPUR

PANNA LAL BAID (Chairman & Managing Director) DIN:00009897

---

Mar 31, 2014

Dear Members,

Baid Leasing and Finance Co. Ltd.

The directors are pleased to present the 23rd Annual Report of your company together with the statement of Annual Financial Statements forthe Year 2013-14.

FINANCIAL SUMMARY

Amount Particulars (Rs. in Lacs)

31.03.2013 31.03.2014

Profit before Depreciation & Tax 128.57 154.06

Less: Depreciation 5.26 5.30

Profit before Taxation 123.31 148.76

Less: Provision for Taxation 28.49 52.525

Profit after Tax 100.07 101.53

Add: Balance Brought Forward 346.84 139.00

Surplus available for appropriation 446.91 240.53

Less: Transfer to Special Reserve 200.00 200.00

Carried Forward to next year 426.91 500.11

PERFORMANCE REVIEW

The company is engaged in the business of hire-purchase finance and dealing in stock market. The net receipts from Operations during the year under review were Rs. 7,33,86,956/- as against Rs. 20,60,62,876/- in the previous year. The profit/ (Loss) after tax is Rs. 1,01,53,835/- as against Rs. 1,00,07,214/- in the previous year.

DIVIDEND

Following the conservative approach to retain the profits, your Directors did not recommend payment of any dividend forthe Financial Year 2013-14.

CAPITAL STRUCTURE

During the Financial Year 2013-14 there is no change in capital structure of the Company AUDITORS

M/s. Sharma Naresh & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transaction entered into were basically current account transactions in nature. The rate of interest and other terms & conditions are not prejudicial to the interest of company.

The delay in payment of statutory dues with Income Tax Department, as stated in Auditor''s Report, is not serious in nature and was deposited with the concerned authority with interest, as applicable. Other than this, the Notes on Financial Statements referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

CHANGE IN REGISTERED OFFICE OFTHECOMPANY

The registered office of the company was shifted from 3, Jaipur Towers, M.I. Road, Jaipur-302001 to "Baid House", llnd Floor, 1,Tara Nagar, Ajmer Road, Jaipur-302006 w.e.f. 16.04.2014. The present registered office is situated in a prominent location with easy accessibility to all concerned. Further, the proposed metro station adjacent to the registered office makes it more convenient. CORPORATEGOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Govern an ce requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report alongwith the requisite Certificate from Company Secretaries in Practice, as stipulated, is annexed to this Report.

MANAGEMENT DISCUSSION &ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of theAnnual Report.

LISTING OFSECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited and the listing fee for the year 2014-15 has been duly paid. MANAGEMENTAND BOARD OF DIRECTORS

Mr. Rakesh Kumar Baid, Whole time Director, and Mr. Chandra Bhan Singhi, Directors retire by rotation in terms of provisions of Companies Act, 2013 and Articles of Association of the Company at the ensuing Annual General Meeting and do not seek appointment owing to preoccupation. Mr. Rakesh Kumar Baid and Mr. Chandra Bhan Singhi have been on the Board of the company since its initial years. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by them during their tenure on the Board of the Company and wishes them good luck with their future endeavors.

Mrs. Sobhag Devi Baid, was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, whose tenure expires at this Annual General Meeting.

Mr. Aman Baid was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

It is proposed to appoint Mrs. Alpana Baid on the Board of the Company as a non executive non independent Director, liable to retire by rotation.

It is also proposed to appoint Mr. Mudit Singhi on the Board of the Company as an Independent and Non executive Director, not liable to retire by rotation.

Appointment of Mr. Binod Kumar Choraria and Mr. Monu Jain as an independent Director, not liable to retire by rotation on the Board of the Com panyfor a further period of 5 years is also proposed.

Mr. Panna Lai Baid, Chairman and Managing Director of the Company whose term expires on 31.03.2015, is proposed to be reappointed on the Board of the Company for a further period of 3 yearsw.e.f. 01.04.2015.

CS Namrata Sajnani was appointed as the Company Secretary and Compliance Officer in place of Ms. Harsh ita Maheshwari w.e.f. 12.10.2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO

Since your company does not own any manufacturing facility, the provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption are not applicable.

The particulars relating to foreign exchange earnings and outgo are NIL.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

PARTICULARSOF EMPLOYEES

None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 during the year under review. The total no. of employees during the year was

19. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. that in preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that 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 and of the profit or loss of the Com panyforthat period;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern basis.''

SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditorto carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the CompaniesAct, 2013 and the read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/sV. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

INTERNAL AUDITOR

As per Section 138 of CompaniesAct, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

In consonance with the aforementioned, the Board appointed M/s ShivShanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditors of the Company for the financial year 2014-15.

ACKNOWLEDGEMENT

Your Board acknowledges with appreciation, the invaluable support provided by the company''s auditors, advisors and business partners, all its customers for their patronage. 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 : 24.05.2014 FOR AND ON BEHALF OF THE BOARD

PLACE: JAIPUR

PANNA LAL BAID RAKESH KUMAR BAID

(Managing Director) (Whole-time Director)

DIN: 00009897 DIN: 00009926

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Mar 31, 2013

Dear Members of Baid Leasing and Finance Co. Limited

The directors are pleased to present the 22nd Annual Report of your company together with the Annual Accounts for Financial Year 2012-13.

31.03.2013 31.03.2012 FINANCIAL RESULTS (Rs in Lakhs) (Rs in Lakhs)

Profit before Depreciation & tax 128.57 97.41

Less: Depreciation 5.26 3.13

Profit before Taxation 123.31 94.28

Less : Provision for Taxation 28.49 29.87

Profit after Tax 100.07 64.41

Add: Balance Brought Forward 346.84 295.43

Surplus available for appropriation 446.91 359.84

Less : Transfer to Special Reserve 20.00 13.00

Carried Forward to next Year 426.91 346.84

PERFORMANCE REVIEW

The company is engaged in the business of hire purchase finance and dealing in stock market. The net recefpts from Operations during the year under review were Rs. 20,60,62,876/- as against Rs. 9,62,64„125/- in the previous year. The profit/ (Loss) after tax is Rs. 1,00,07,214/- as against Rs. 64,41,099/- in the previous year. The income from operations increased by 46.72% during the year under review.

DIViOEND

Following the conservative approach to retain the profits, your Directors did not recommend payment of any dividend for the Financial Year 2012-13.

CAPITAL STRUCTURE

During the Financial Year 2012-13 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 6,14,50,000/-.

AUDITORS & AUDIT REPORT

IWs. snaTTrra~Naresh &Associates. Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment.

The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transaction entered into were basically current accounts in nature and of a very small amount. The rate of interest and other terms & conditions are not prejudicial to the interest of company.

The delay in statutory dues with Income Tax Department, as stated in Auditor''s report, is not serious in nature and was deposited with the concerned authority with additional interest as applicable. Other than this, the Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

POSTALBALLOT

During the Financial Year, the company conducted a Postal Ballot to amend the main object clause of the

Memorandum of Association of the Company u/s 17 of the Companies Act, 1956. The procedure prescribed u/s 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the above mentioned corporate action.

CS Manoj Maheshwari, Practicing Company Secretary was appointed as the Scrutinizer for the Postal Ballot process. The result was announced by Mr. Panna Lai Baid, Managing Director at the registered office of the Company on 08th December, 2012 and advertised in the newspapers.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

LISTING OF SECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange limited and Delhi Stock Exchange Limited.

BOARD OF DIRECTORS

Shri Chandra Bhan Singhi, Director, retires by rotation in terms of provisions of Companies Act, 1956 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The retiring Director does not hold any shares in the company

A brief resume and other information required under clause 49 of the listing agreement is included in the Notice of Annual General Meeting. The Board recommends their re-appointment.

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

Since your company does not own any manufacturing facility, The provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption do not apply to it.

The particulars relating to foreign exchange earnings and outgo are NIL.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 during the year under review.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA)of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(I) that in preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 and of the profit or loss of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern basis.''

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and empjoyees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Company.

ACKNOWLEDGMENTS

Your Board wishes to thank the principal shareholder, the promoters and all the other shareholders for the confidence and trust they have reposed in the company. Your Board acknowledges with appreciation, the invaluable support provided by the company''s auditors, advisors and business partners. Your Board wishes to sincerely thank all its customers for their patronage. 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 : 29.05.2013 FOR AND ON BEHALF OF THE BOARD

Place : Jaipur Sd/- Sd/-

PANNA LAL BAID RAKESH BAID

(Managing Director) (Whole-time Director)

---

Mar 31, 2012

The Directors have pleasure in presenting their 21st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS: 31.03.2012 31-03-2011

(Rs. in lakhs) (Rs. In lakhs)

Profit before Depreciation & Tax 97.41 94.99

Less : Depreciation 3.13 1.42

Profit before Taxation 94.28 93.56

Less: Provision for Taxation 29.87 32.23

Profit after Tax 64.41 61.33

Add: Balance brought forward 295.43 247.10

Surplus available for appropriation 359.84 308.43

Less: Transfer to Special Reserve 130.00 130.00

Carried forward to Next Year 346.84 295.43

DIVIDEND

In order to conserve resources of the company for future plans, your directors did not recommend payment of any dividend for the year ended 31" March, 2012.

OPERATIONS

The performance of the company during the year under review has been satisfactory The total income was of Rs. 964.04 Lacs in comparison of Rs. 376.57 Lacs during the previous year.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956

The explanation given in Auditor's report and notes on accounts are self explanatory and do not call for any comments.

PARTICULARS OF EMPLOYEES

None of the Employee's of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure is NIL. Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

The Particulars relating to Foreign Exchange Earnings and Outgo are NIL.

CORPORATE GOVERNANCE

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company's securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock ex- changes with regards to the Corporate Governance code is present elsewhere.

POSTAL BALLOT

A Special Resolution for authorizing the Board of Directors to amend the main object clause of the Memorandum of Association of the Company u/s 17 of the Companies Act 1956, by adding the sub clause 4 and 5 after the existing sub-clause 3 of Clause III (A) of the Memorandum of Association of the Company as contained in a Notice to the Shareholders dated 04th April, 2011 was passed during the year under Postal Ballot. CS Manoj Maheshwari, Practicing Company Secretary was appointed as the Scrutinizer for the Postal Ballot process.

Details of Voting are as follows :

No. of No. of Total No. of Votes No. of Votes Invalid Share holders Shares Votes in Favour Against Votes

32 3528400 3528400 3528400 NIL NIL

The procedure prescribed under section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the Postal Ballot conducted during the year for the resolution mentioned above. The result of the Postal Ballot was announced by Mr. Panna Lai Baid, Managing Director of the Company at the registered office of the Company on 07th May, 2011 and advertised in the newspapers.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the Financial Year, pursuant to the provisions of Section 17 and other applicable provisions, if any, of the Companies Act, 1956, the Company has shifted its registered office within the local limits of city, from "BAID HOUSE", 1, Taranagar, Ajmer Road, Jaipur - 302006 to 3, Jaipur Towers, M. I. Road, Jaipur - 302001.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

BOARD OF DIRECTORS Retire by Rotation

Shri Binod Kumar Choraria, Director of the Company whose period of office is liable to retire by rotation pursuant to the provisions of Companies Act, 1956 and Article 89 of the Articles of Association of the Company retires by rotation and being eligible offer himself for re-appointment.

During the Year Mr. Monu Jain was appointed as on Additional Director of the Company w.e.f. 22.11.2011 & due to sad demise of Mr. Surendra Dev Sharma, he ceased from Directorship of the Company w.e.f. 22.11.2011. Mr. Monu Jain is sought to be regularized in the ensuing AGM.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your directors' confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2. That the director's have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

3. That the director's have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

4. That the director's have prepared the annual accounts on a going concern basis.

LISTING OF EQUITY SHARES

Your Company continues to be Listed with BSE & DSE.

APPRECIATION

Your Board of directors wishes to express its deep appreciation and gratitude to all Employees, Bankers, Shareholders and Clients for their sustained support, without which the continuing progress of the Com- pany would no have been possible.

BY ORDER OF THE BOARD

Sd/- Sd/-

Date : 19/05/2012 (PANNA LAL BAID) (RAKESH BAID) Place : Jaipur MANAGING DIRECTOR WHOLE TIME DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting their 19th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS: 31.03.2010 31-03-2009 (Rs. in lakhs) (Rs. In lakhs)

Profit before Depreciation & Tax 92.35 21.37

Less : Depreciation 2.00 1.45

Profit before Taxation 90.35 19.91

Less: Provision for Taxation 31.14 4.46

Profit after Tax 59.22 15.45

Add: Balance brought forward 199.87 188.42

Surplus available for appropriation 259.10 203.87 Carried forward to Next Year)

DIVIDEND

in order to conserve resources of the company for future plans, your directors did not recommend payment of any dividend for the year ended 31st March, 2010.

OPERATIONS

The performance of the company during the year under review has been satisfactory The total income was of Rs. 430.95 Lacs in comparison of Rs. 222.71 Lacs during the previous year.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956

The explanation given in Auditors report and notes on accounts are self explanatory and do not call for any comments.

PARTICULARS OF EMPLOYEES

None of the Employees of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure is NIL. Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

The Particulars relating to Foreign Exchange Earnings and Outgo are NIL.

CORPORATE GOVERNANCE

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Companys securities are listed. It has always been a constant endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for cheating and sustaining shareholder value. A separate section on Corporate Governance alongwith a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock ex- changes with regards to the Corporate Governance code is present elsewhere.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Directors Report.

BOARD OF DIRECTORS

Retire by Rotation

Shri Chandra Bhan Singhi, Director of the Company whose period of office is liable to retire by rotation pursuant to the provisions of Companies Act, 1956 and Article 89 of the Articles of Association of the Company retires by rotation and being eligible offer himself for re-appointment.

Re-appointment of Managing Director

Shri Panna Lal Baid, Managing Director of the Company whose tenure ceased on 31st March, 2010 is proposed to be re-appointed as Managing Director, for a further period of 5 years w.e.f 1st April, 2010 to 31st March, 2015.

Re-appointment of Whole Time Director

Shri Rakesh Baid, Whole Time Director of the Company whose tenure ceased on 31st March, 2010 is proposed to be re-appointed as Whole-time Director, for a further period of 5 years w.e.f 1st April, 2010 to 31st March, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2. That the directors have selected such accounting policies & applied them consistently & made judge- ment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

4. That the directors have prepared the annual accounts on a going concern basis.

LISTING OF EQUITY SHARES

Your Company continues to be Listed with BSE & DSE.

APPRECIATION

Your Board of directors wishes to express its deep appreciation and gratitude to all Employees, Bankers, Shareholders and Clients for their sustained support, without which the continuing progress of the Company would no have been possible.

BY ORDER OF THE BOARD

Sd/- Sd/-

Date : 15/05/2010 (PANNALALBAID) (RAKESH BAID)

Place : Jaipur MANAGING DIRECTOR WHOLE TIME DIRECTOR