Baid Finserv Director Discussions


To, The Members,

Baid Finserv Limited

(Formerly Known as Baid Leasing and Finance Co. Ltd.)

The Board of Directors are pleased to present the 32nd (Thirty Second) 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 31st March 2023.

1. FINANCIAL PERFORMANCE

The highlights of Companys financial performance for the Financial Year ended on 31st March, 2023 are summarized below: (Amount in Lakhs.)

Particulars

31st March 2023 31st March 2022

Total Revenue

5,573.46 5,005.25

Less: Total Expenditure

4,174.51 3,789.99

Profit / (Loss) before Taxation

1,398.96 1,215.26

Tax expenses

361.06 336.54

Profit / (Loss) after Tax

1,037.89 878.72

2. PERFORMANCE REVIEW AND STATE OF COMPANYS AFFAIRS

Total Income for the FY 2022-23 under review were Rs 5,573.46 Lakhs as against Rs. 5,005.25 Lakhs in the previous FY 2021-22. The profit before tax for the FY 2022-23 is Rs. 1,398.96 Lakhs as against Rs. 1,215.26 Lakhs in the previous FY 2021-22. The profit after tax is Rs. 1,037.89 Lakhs for the FY 2022-23 as against Rs. 878.72 Lakhs in the previous FY 2021-22.

The Company has recorded an increase in revenue of 11.35 % during the year under review.

The AUM of Company during the year under review were Rs. 30,086.59 Lakhs as against Rs. 26,314.51 Lakhs in the FY 2021-22. Details are as follows:

F.Y

Particulars Vehicle Loan against property

2022-23

Asset Under 2,192.22 27,894.37

2021-22

Management 1,778.97 24,535.54

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 Companys overall performance during the Financial Year 2022-23 was robust resulting in improvement in all operational and financial parameters.

In FY 2022-23, the Gross and Net NPAs stood at 2.91% and 0.64 % respectively as compared to 3.34% % and 1.02 %, in FY 2021 -22, 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.

3. DIVIDEND

Your Board of Directors is pleased to recommend final dividend to reward its shareholders with 5 % i.e. Re. 0.10 paisa per equity share on face value of Rs. 2/- each for the Financial Year 2022-23 subject to the approval of the members in the 32nd Annual General Meeting (32ndAGM). There was no interim dividend declared during the reporting period.

As per the Income Tax Act, 1961, the dividend, if declared, paid or distributed by the company at the ensuing AGM will be taxable in the hands of the members of the Company. For further details on taxability, please refer Notice of AGM.

The total dividend payout for the final dividend of Financial Year 2022-23 is Rs.1,20,06,830 (Rupees One Crore Twenty Lakhs Six Thousand Eight Hundred Thirty Only) on total 12,00,68,300 equity share.

4. CHANGE IN NAME OF THE COMPANY

The name of the Company has been changed from “Baid Leasing and Finance Co. Ltd.” to “Baid Finserv Limited” on July 08, 2022, pursuant to approval of Ministry of Corporate Affairs (“MCA”). Further, same was updated in the records of Reserve Bank of India (“RBI”), Stock Exchange (i.e. BSE Ltd. and NSE Ltd.), other authorities, agencies and relevant stakeholders.

The name of Company has changed to re-energize the potential and to enter into the new era & style of lending to explore new opportunities where the line of business remain same.

5. LISTING OF SHARES

Your Company had received approval from National Stock Exchange of India Limited (“NSE”) for listing of its Equity Shares vide its Letter no. NSE/LIST/104 dated January 18, 2023. The Equity shares of the company were listed and admitted to dealings on the NSE w.e.f. January 20, 2023 .

6. 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 5 new branches in Madhya Pradesh and making it more accessible to its customers and further planning to strengthen the presence in Gujarat and Maharashtra. This step will further enhance the presence of the Company in different geographical locations, enable it to penetrate new markets and expand its reach to a wider number of customers for offering and delivering financial services in transparent manner.

7. 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 2022-23 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

8. SHARE CAPITAL

The issued and paid-up Equity Share Capital of the Company as on March 31, 2023 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) each.

AUTHORISED SHARE CAPITAL

ISSUED AND SUBSCRIBED CAPITAL: PAID UP CAPITAL

Rs. 30,00,00,000 divided into

Rs. 24,01,36,600 divided into Rs. 24,01,36,600 divided into

15,00,00,000 equity shares of Rs. 2/- each.

12,00,68,300 equity shares of Rs. 2/- each. 12,00,68,300 equity shares of Rs. 2/- each.

Below updates were reported in Share capital of the Company: a). INCREASE IN AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company has increased pursuant to the approval of members through Postal Ballot on Wednesday, June 8, 2022, from Rs. 17,79,00,000/- (Rupees Seventeen Crores and Seventy Nine Lakh Only) divided into 8,89,50,000 (Eight Crores Eighty Nine Lakhs and Fifty Thousands Only) Equity Shares of Rs. 2/- (Rupees Two Only) each to 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.

b). ISSUE OF BONUS SHARES

The bonus shares were issued to the members of the Company in the ratio of 1 (One) new bonus shares of Rs. 2/- each for every 1 (One) fully paid-up equity share of face value of Rs. 2/- each (1:1). Company has allotted bonus issue of Rs. 12,00,68,300/- (Rupees Twelve Crore Sixty Eight Thousand and Three Hundred Only) divided into

6,00,34,150 (Six Crore Thirty Four Thousand One Hundred and Fifty) Equity Shares of Rs. 2/- (Rupees Two Only) pursuant to the approval of members through Postal Ballot on Wednesday, June 08, 2022. Consequent to above Bonus issue, issued & paid-up share capital of the Company was increased from Rs. 12,00,68,300/- (Rupees Twelve Crore Sixty Eight Thousand and Three Hundred Only) divided into 6,00,34,150 (Six Crore Thirty Four Thousand One Hundred and Fifty) Equity Shares of Rs. 2/- (Rupees Two Only) each to 24,01,36,600/- (Rupees Twenty Four Crore One Lakh Thirty Six Thousands and Six Hundred Only) divided into 12,00,68,300 (Twelve Crore Sixty Eight Thousand and Three Hundred Only) Equity Shares of Rs. 2/- (Rupees Two Only) each.

9. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act, 2013 (“Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, dividends which remains unpaid or unclaimed for a period of 7 (seven) years from the date of transfer to unclaimed dividend account are required to be transferred to the Investors Education and Protection Fund. There were no unclaimed/ unpaid dividend liable for transfer to the Investors Education and Protection Fund for the reporting Financial Year under review.

10. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2023 in the Form MGT-7 in accordance with the provisions of Section 92 (3) of the Companies Act 2013, Companies (Amendment) Act, 2017, read with Section 134(3)(a) of the Act, and the Companies ( Management and Adminstration) Rules 2014 is hosted on the website of the Company at https://www.baidfinserv.com/wp-content/uploads/2023/07/Form_MGT_7_Baid%20Finserv%20Limited%20(1).pdf?_t=1689245731

11. TRANSFER TO RESERVE FUND

Reserves and Surplus Account as on March 31, 2023 of your Company decreased by 2.11% to Rs.13,099.54/- as against Rs. 13,382.09/- Lakhs as at March 31, 2022.

Under section 45-IC(1) of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum 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. 207.58 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.

12. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2023. Hence, the details of this clause are not applicable to the Company.

13. 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 and on the recommendation of Nomination and Remuneration Committee, 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.

Mrs. Alpana Baid (DIN: 06362806) Non Executive Director retired by rotation and was re-appointed in the previous AGM held on August 26, 2022.

B. Re-appointment of Executive Director

In accordance with the Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Act and rules made there under and the Articles of Association of the Company, Mr.Aman Baid, (DIN: 03100575)has been re-appointed as the Whole Time Director designated as Executive Director of the company for a period of 3 years with effect from June 01, 2023 till May 31, 2026 by the members in the previous AGM of the Company held on August 26, 2022.

C. Appointment and re-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 who shall hold office till the ensuing Annual General Meeting. The Board of Directors have recommended the reappointment of Mr. Surendra Kumar Singhi (DIN: 01048397) at the ensuing Annual General Meeting for a period of 5 years from September 07, 2023 to September 06, 2028. Resolution for his appointment is being proposed at the 32nd Annual General Meeting.

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

Detailed profile of Mr. Surendra Kumar Singhi (DIN: 01048397) pursuant to Regulation 36(3) of Securities and exchange Board of India (listing Obligations and disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and relevant provisions of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is furnished as Annexure to the notice calling Annual General Meeting of members of the Company

Your Board of Directors believes that Mr. Surendra Kumar Singhi is having requisite integrity, expertise, specialized knowledge, experience, proficiency and his appointment on the Board will support in broadening the overall expertise of the Board and will bring wide experience.

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 who shall hold office till the ensuing Annual General Meeting. The Board of Directors have recommended the reappointment of Mr. Chaitnya Sharma (DIN: 10253651)at the ensuing Annual General Meeting for a period of 5 years from September 07, 2023 to September 06, 2028. Resolution for his appointment is being proposed at the 32nd Annual General Meeting.

Mr. Chaitnya Sharma is B com Graduate from University of Rajasthan bearing more than 4 years of experience in the field of finance and management. His expertise and Knowledge leads in different sectors of Finance. He possessed details practical Knowledge and expertise in the field of Finance and Management.

Detailed profile of Mr. Chaitnya Sharma (DIN: 10253651) pursuant to Regulation 36(3) of Listing Regulations and relevant provisions of Secretarial Standard on General Meetings is furnished as Annexure 2 to the notice calling Annual General Meeting of members of the Company.

Your Board of Directors believes that Mr. Chaitnya Sharma (DIN: 10253651) is having requisite integrity, expertise, specialized knowledge, experience, proficiency and his appointment on the Board will support in broadening the overall expertise of the Board and will bring wide experience.

D. Re-appointment of Chairman and Managing Director:

Mr. Panna Lal Baid (DIN: 00009897) Chairman and Managing Director of the company was re-appointed in the 29th Annual General Meeting (AGM) held on September 30, 2020 for a period of 3 years with effect from April, 01, 2021 and accordingly his current term will expire on March 31, 2024.

Mr. Panna Lal Baid is the Founder and first generation entrepreneur bearing more than 60 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.

After evaluating the eligibility criteria under the Act and Listing Regulations, your Board recommends the re- appointment of Mr. Panna Lal Baid as Chairman and Managing Director of the Company for a further period of 3 years.

Detailed profile of Mr. Panna Lal Baid pursuant to Schedule V to the Act, Regulation 36 (3) of Listing Regulations and relevant provisions of Secretarial Standard on General Meetings 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:

Sl. 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. Mudit Singhi (DIN: 03171115)

Independent Director

6

Mr. Monu Jain (DIN: 02609467)

Independent Director

7

Mr. Surendra Kumar Singhi (DIN: 01048397)

Additional Independent Director

8

Mr. Chaitnya Sharma (DIN: 10253651)

Additional Independent Director

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

None of the Directors of the Company is 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

Changes in Key Managerial Personnel:

Mr. Diwakar Jain, Company Secretary and Compliance Officer of the Company had resigned due to another career opportunity and relived from his services with effect from closure of business hours on September 16, 2022. Consequent to his resignation, Mrs. Surbhi Rawat was appointed as Company Secretary and Compliance Officer of the Company with effect from November 14, 2022.

Senior Management Personnel:

The Senior Managerial Personnel of the Company as on March 31, 2023 are as follows:

S. No.

Name

Designation

1.

Mr. Aditya Baid

Chief Financial Officer

2.

Mr. Diwakar Jain*

Company Secretary and Compliance Officer

3.

Mrs. Surbhi Rawat*

Company Secretary and Compliance Officer

4.

Mr. Bal Kishan

Senior Manger Legal

Sharma**

5.

Mr. Pawan

Deputy Manager Accounts

Jalundhariya

6.

Bhim Singh

Deputy Manager Accounts

Shekhawat**

7.

Mr. Dalveer Singh

Regional Collection Manager

Khangarot

*Mr. Diwakar Jain, Company Secretary and Compliance Officer of the Company had resigned from the post of Company Secretary and compliance officer of the company from the Closure of business hours from September16, 2022 and Mrs. Surbhi Rawat, Company Secretary and Compliance Officer of the Company was appointed as Company Secretary and Compliance Officer of the Company w.e.f. November 14, 2022.

**Mr. Bhim Singh Shekhawat and Mr. Bal Kishan Sharma had resigned from the company w.e.f March 09,2023 and May 7, 2023 respectively, accordingly both were ceased from position of SMP after the closure of the financial year .

14 . 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 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 under 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 Directors that Mr. Monu Jain (DIN: 02609467), Mr. Mudit Singhi (DIN: 03171115) and Mr. Anurag Patni (DIN: 07580695) Non-Executive and Independent Directors are not required to pass online proficiency self-assessment test as they have been acting as an Independent Director in a Listed Company i.e. Baid Finserv Limited for a period of more than 3 years 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) Additional (Non-Executive, 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 Directors Databank within a period of two years from the date of inclusion of their name in the data bank.

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

The Board took on record the declaration and confirmation submitted by the independent directors 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 SEBI Listing Regulations.

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

15.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/baidfinserv072022/Nomination%20and%20Remuneration%20Policy.pdf

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 Companys 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.

16. 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 2022-23 and on the cumulative basis, in terms of the requirements of Listing Regulations are posted on the website of the Company weblink: https://www.baidfinserv.com/wp-content/uploads/2023/05/Details-of-Familirisation-Programme.-for-the-year-2022-23.pdf

17. 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,4 (Four) 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 Board there at forms part of the “Corporate Governance Report”.

Sr. No

Date

1.

May 04,2022

2.

July,26, 2022

3.

November 14, 2022

4.

February 13, 2023

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. The Minutes of meeting of all the Committees of the Board are circulated to the Board of Directors for noting.

During the year under review, the Resolutions passed by Circulation for the Financial year 2022-23 as:

Sr.No

Resolution

1.

To take note of Non acceptance of public deposits during the Financial Year 2021-22.

2.

To fix the record date for issue of Bonus shares in the ratio 1:1i.e. 1(ONE) Equity share of Rs. 2/- ( Rupees Two Only) each for Every 1(One) equity share of Rs.2/-( rupees Two Only) Each.

3.

To allot Bonus equity shares

The Details of Board and Committees including composition and Meetings held during the Financial Year ended on 31st March, 2023 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, 04 2022 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. However, the Company Secretary and Compliance Officer of the Company, being a member of the management, attended the meeting only to facilitate convening and holding of the meeting. The meeting was attended by all the Independent Directors of the Company.

18. 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 has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting held on May 04, 2022.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires.

In a separate meeting of Independent Directors held on May 04, 2022, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc.

Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

The Directors expressed their satisfaction with the evaluation process.

19. 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

20. AUDITORS & AUDITORS 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 29th AGM held on September 30, 2020 till the conclusion of the 34th AGM.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate 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.

The Financial Statements and the Auditors Report for the financial year ended on 31st March, 2023 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 2022-23.

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 31st March, 2023, is given in Annexure VI to this Report. Secretarial Auditor provided observation in Secretarial Audit Report which are given below.

In accordance with Regulation 24 A of Listing Regulations, a report on secretarial compliance issued by M/s V. M. & Associates for Financial Year 2022-23 has been submitted with the stock exchanges within the period prescribed therein. The Secretarial Auditor provided observation in Secretarial Compliance Report which are given below:-

Observation(s) in Secretarial Audit Report and Secretarial Compliance Report:

Secretarial Auditor provided observation in his Secretarial Audit Report and Secretarial Compliance Report with regard to the Adjudication Order dated February 27, 2023 received from Securities and Exchange Board of India under Section 15-I of SEBI Act read with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and under Section 23-I of Securities Contracts (Regulation) Act, 1956 read with Rule 5 of Securities Contracts (Regulation) (Procedure for holding Inquiry and Imposing Penalties) Rules, 2005 from Adjudicating Officer, Securities And Exchange Board of India thereby imposing a penalty of Rs. 25,00,000/- (Rupees Twenty Five Lakh Only) under Section 15HA of SEBI Act (i.e. Penalty for fraudulent and unfair trade practices) read with SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; jointly and severally on the Company and the other 2 noticees (i.e. BFL Asset Finvest Limited and Dream Finhold Private Limited) mentioned in the Adjudication Order.

Management Reply:

Initially the Company was in the process of filing an appeal against the said order of AO before Securities Appellate Tribunal. Later, the amount of penalty i.e. Rs. 25,00,000/- (Rupees Twenty-Five Lakh Only) which was payable jointly and severally by all or any of the Noticees i.e. your Company, BFL Asset Finvest Limited, and Dream Finhold Private Limited was paid in full by your Company dated June 06, 2023.

Further, as the matter pertains to Financial Year 2016 and 2017, therefore the Board does not foresee any adverse impact on the operations/revenue and fundamentals of the company, Except this Secretarial Audit Report and Secretarial Compliance Report were self-explanatory and does not call for any further comments.

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 19, 2023 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 2023-24.

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 2022-23.

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 19, 2023 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 2023-24.

The Internal Auditors Report for the financial year ended on 31st March, 2023 are free from any qualification, reservation, observation and adverse remark.

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 in their Report respectively 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.

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

22 . RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2022-23 with related parties were in compliance with the section 188 of the Act and Regulation 23 of SEBI 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, 2023. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. All transactions were in the ordinary course of business and on arms length basis and there were no transactions requiring approval of the Shareholders.

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 2022-23 were on arms 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 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 forms part as an

Annexure III.

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/baidfinserv072022/POLICY%20FOR%20Materiality%20of%20RPT.pdf 23. RISK MANAGEMENT

Risk Management is an integral part of the Companys 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 Companys financial condition. The short term/immediate impact of changes in interest rates are on the Companys 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 organisations strategy.

The Companys Risk Management Policy is put up on the Companys website and can be accessed through web link https://www.baidfinserv.com/wp-content/uploads/baidfinserv072022/Risk%20Mangement%20Policy.pdf

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.

24. 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 Companys 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.

25. 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.

Further the Company has taken unsecured loans from the Directors of the Company, details of the same are part of notes on accounts in the Annual Report. Please refer Note No. 6 of the Notes to Standalone Financial Statements for the year ended March 31, 2023.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

27. 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, 2023 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.

28. 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 however, 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 Companys 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

N.A.

(b) The year of import

N.A.

(c) Whether the technology been fully absorbed

N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

N.A.

IV The expenditure incurred on Research and Development

Company has not incurred any expenditure on research and development during the year under review.

(c) Foreign Exchange earnings and Outgo:

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

29. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an Integral part of our culture. The Companys CSR policy is committed towards CSR Activities as 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 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 is annexed with Boards 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/2023/02/Corporate-Social-Responsibility-Policy.pdf.

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

The Adjudicating Officer, Securities and Exchange Board of India (“AO SEBI”) imposed a penalty of Rs. 25,00,000/- (Rupees Twenty Five Lakh Only) jointly and severally on 3 companies i.e. your Company, BFL Asset Finvest Limited, and Dream Finhold Private Limited vide Order No. Order/SM/S./2022-23/24153-24155 dated February 27, 2023 in the matter of alleged violation of the provisions of:

Regulations 3(a), (b), (c), (d) and Regulations 4 (1) of Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 read with Section 12A(a), (b), (c) of Securities and Exchange Board of India Act, 1992. Regulation 29(1) read with 29(3) of Securities Acquisition of Shares and Takeover Regulations, 2011.

In respect of the said order, the amount of penalty has been paid in full by the company on June 06, 2023. The said order is available on the website of Securities and Exchange Board of India and in the companys website can be accessed through web link https://www.baidfinserv.com/wp-content/uploads/2023/07/4.-AO-Order-by-SEBI-dated-27.02.2023.pdf for public view.

Apart from the above, 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 .

31. 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 behaviour, 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/Policy/14.%20Whistle%20Blower%20Mechanism%20Policy.pdf?_t=1684581010

32. EXTERNAL RATINGS

The ratings continue to reflect your Companys 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 assigned credit rating by Care Ratings, vide its letter dated September 19, 2022 in respect of bank facilities. The detail of which are as follows:-

Facility

Rating Agency Rating Outlook

Fund Based

CARE CARE BBB: Stable/ Care Stable
A3 ( Triple B Outlook:
Stable /A Three)

33. 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 have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

34. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and credit Company (“NBFC-ICC”), your Company continues to comply with the applicable regulations and guidelines of Reserve Bank of India and provisions as prescribed in Master Direction - Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 (“Master Directions”) 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 as per the list issued by RBI in its Press Release 2022-2023/975 dated September 30, 2022.

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.

35. 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 IV forming part of this report.

(B) The ratio of the remuneration of each Director to the median employees 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-V.

36. 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 Securities 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.

37. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, 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 Companys website and can be accessed through web link https://www.baidfinserv.com/wp-content/uploads/2023/02/Prohibition-Of-Fradulent-Un-FairTrade-Practice-relating-to-Securities-Market.pdf.

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.

38. 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, 2023 and a declaration to this effect signed by the Chairman and Managing Director forms part of the Corporate Governance Report as Annexure I. 39. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2022-23 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.

40. 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, 2023 , 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, 2023 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.

41. DETAILS OF AGREEMENTS BINDING ON COMPANY SPECEFIED IN CLAUSE 5 A

The Company does not have any agreement(s) subsisting as specified in clause 5A of para A of part A of schedule III of regulations on date of notification i.e. July 15, 2023 to which company is not party and are required to be disclosed in the annual report of the Company for Financial Year 2022-23 under sub-regulation (2) of Regulation 30A read with Part G of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

42. OTHER DISCLOSURES

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

No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year as at the end of the financial year.

Further, we hereby confirm that no corporate action has been pending for implementation as at the end of the financial year.

43. 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, Companys 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, NSE Limited, 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.