To,
The Members,
Baid Finserv Limited
The Board of Directors are pleased to present the 34th (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 31st March 2025.
1. FINANCIAL PERFORMANCE
The highlights of Company's financial performance for the Financial Year ended on 31st
March, 2025 are summarized below: (Amount in Lakhs.)
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 |
1,813.65 |
1,809.71 |
| Taxation |
|
|
| 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 34th AGM.
Mrs. Alpana Baid (DIN: 06362806) Non-Executive Director retired by rotation and was
reappointed 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 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 31st 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 |
3 |
| maternity leave during the year |
|
| Number of women employees who returned to |
3 |
| work after availing maternity leave |
|
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 29thAGM held on September 30, 2020 till the conclusion of the ensuing 34thAGM.
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 39th
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 31st 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 31st 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 interdepartmental 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/reappointment 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 31st March, 2025
was submitted before the audit Committee and Board of Directors.
The Internal Auditor's Report for the financial year ended on 31st 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
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:
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 |
(b) Technology absorption: I the efforts made towards |
conservation equipment except installed solar panel at its registered
office. 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 |
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 |
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/Policy/18.%20Corporate-Social-Responsibility-Policy.pdf?_t=1684581018
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
There were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year impacting the going concern status and the operations of the
Company in future pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014 .
30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In line with the Section 177(9) of the Act and Regulation 22 of SEBI Listing
Regulations, and the principles of good governance, the Company has devised and
implemented a vigil mechanism, for directors and employees in the form of 'Whistle-Blower
Policy' to report concerns regarding the unethical behavior, suspect or actual fraud,
violation of code of conduct of the company. Detailed information on the Vigil Mechanism
of the Company is provided in the Report on the Corporate Governance which forms part of
the Annual Report.
The policy is available on the website of the Company and can be accessed through the
Web Link
https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/14.%20Whistle%20Blower%20Mechanism%20Policy.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 |
September 26, |
CARE Edge |
CARE BBB: Stable/ Care A3 ( |
Stable |
| Based |
2024 |
Ratings |
Triple B Outlook: Stable /A |
|
|
|
|
Three) |
|
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
|