To,

The Members,

Baid Finserv Limited

The Board of Directors are pleased to present the 35 th ( Thirty-Fifth ) Annual Report of Baid Finserv Limited (" Company ") on the business, operations and state of affairs of the Company together with the Audited Annual Financial Statements for the Financial Year ended on 31 st March 2026.

1. FINANCIAL PERFORMANCE

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

(Amount in Lakhs)

2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

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

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

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

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

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

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

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

3. DIVIDEND

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

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

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

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

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

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

There were no material changes and commitment that have occurred between the closure of the Financial Year 2025-26 till the date of this Report, which would affect the financial position of your Company.

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

5. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs. 30,97,76,214/- (Rupees Thirty Crore Ninety Seven Lakh Seventy Six Thousand Two Hundred Fourteen Only) consisting of 15,48,88,107 (Fifteen Crore Forty Eight Lakh Eighty Eight Thousand One Hundred Seven Only) Equity Shares of Rs. 2/- (Rupees Two Only) each.

The authorized share capital as on March 31, 2026 stood at Rs. 40,00,00,000 (Rupees Forty Crores Only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of Rs. 2/- (Rupees Two Only) each. There was no change in authorized capital during the year.

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

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

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

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

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

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

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

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

Raising of funds by wav of Rights Issue

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

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

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

6. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2026 in the Form MGT-7 in accordance with the provisions of Section 92 (3), read with Section 134(3)(a) of Act, and the Companies (Management and Administration) Rules 2014 is hosted on the website of the Company and can be accessed at 7. pdf _t=1785845888

7. TRANSFER TO RESERVE FUND

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

Under section 45-IC(1) of Reserve Bank of India Act, 1934, the non-banking financial companies (NBFCs) maintains a reserve fund and transfer a sum of not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, your Board of Directors has transferred a sum of Rs. 299.50 Lakhs to Special Reserve in compliance with the provisioning norms of the RBI.

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

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

The details of unclaimed dividends and shares transferred to IEPF during FY 2025-2026 are as follows:

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

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

9. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate and Joint Venture as on March 31, 2026. Hence, the details of this clause are not applicable to the Company.

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

Following changes took place in the Composition of Board of Directors and Key Managerial Personnel of the Company till the date of this report:

Board of Directors

A. Directors liable to retire by rotation: In accordance with the Section 152(6) of the Act and the rules made there under and the Articles of Association of the Company, Mrs. Alpana Baid, (DIN: 06362806) Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (' AGM' ) and being eligible, has offered herself for re-appointment. Brief details of Mrs. Alpana Baid, who is seeking re-appointment, are given in the Notice of 35 th AGM.

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

B. Re-appointment of Executive Director:

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

C. Appointment and Re-appointment of Independent Directors:

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

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

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

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

The present Directors of the Company are as follows:

The Board Composition of the Company is available on the Company's website and can be accessed at

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

Also, as per the Listing Regulations, the Company has received Certificate from M/s. V.M. & Associates, Practicing Company Secretaries that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such other statutory authority.

Key Managerial Personnel

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

There were no changes in the KMPs during FY 2025-26. Senior Management Personnel:

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

Changes in Senior Management Personnel

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

11 . DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

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

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

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

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and have complied with the Code for Independent

Directors prescribed in Schedule IV to the Act and are independent of the management.

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

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

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

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

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

The Nomination and Remuneration Policy, approved by the Board is available on the website of the Company and the same can be accessed at

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

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

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

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

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

(e) To assess the independence of independent Directors;

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

(g) To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

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

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

13. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarize them with the Company, their roles, rights, duties, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters. The details of number of programmes and number of hours spent by each of the Independent Directors during the Financial Year 2025-26 and on the cumulative basis, in terms of the requirements of Listing Regulations are posted on the website of the Company and can be accessed at:

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

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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

During the period under review, 7 (Seven) Meetings of Board of Directors were held. The requisite quorum was present for all the Meetings. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India and the provisions of Listing Regulations. Details of the meeting of board and attendance of the Directors there at forms part of the "Corporate Governance Report".

COMMITTEE OF DIRECTORS

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

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Asset Liability Management Committee

vii. Executive Committee

viii. Internal Complaints Committee

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

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

1. IT Strategy Committee; and

2. Fraud Monitoring Committee

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

The Board of Directors and the Committees also take decisions by Resolutions passed through Circulation which are noted by the Board/respective Committees of the Board at their next meetings. During the year under review, no such resolution was passed by the Board of Directors of the Company.

The Details of Board and Committees including composition and Meetings held during the Financial Year ended on 31 st March, 2026 and attendance thereto are set out in the Corporate Governance Report enclosed as Annexure I which forms part of this report.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on May 16, 2025 without presence of NonIndependent Directors, Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein. The Company Secretary and Compliance Officer of the Company, facilitated the convening and holding of the meeting upon instructions of the Independent Directors.

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

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

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

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

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

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

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

17. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

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

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, the Company hereby discloses the following information for the financial year 2025-26

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

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

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

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

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

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

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

The Statutory Auditors, M/s ABSM & Associates have provided observation in their Audit Report for the financial year ended on 31 st March, 2026, which are given below:

Observation(s) in Audit Report:

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

Observation(s) in Audit Report:

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

Management Reply:

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

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

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

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

Except this, Financial Statements and the Auditor's Report for the financial year ended on 31st March, 2026 are free from any qualification, reservation, observation and adverse remark. Further the notes on accounts are self-explanatory. The Auditors' Report is enclosed with the Financial Statements in this Annual Report.

• Secretarial Auditor & Secretarial Audit Report

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

In consonance with the aforementioned requirements, M/s V. M. & Associates, Company Secretaries (Firm Reg. No. P1984RJ039200) were appointed as Secretarial Auditors of the Company at 34 th AGM of the Company held on September 12, 2025 for a term of five years consecutive years commencing from April 01, 2025 to March 31, 2030.

Secretarial Audit Report in Form MR-3 as issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended on 31 st March, 2026, is given in Annexure V to this Report.

In accordance with Regulation 24 A of the Listing Regulations, a report on secretarial compliance issued by M/s V. M. & Associates, Company Secretaries for Financial Year 2025-26 has been submitted with the stock exchanges. The Secretarial Auditor provided observation in Secretarial Compliance Report which is as follows:-

Observation(s) in Secretarial Audit Report:

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

Management Reply:

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

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

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

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

• Internal Auditor

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

In consonance with the aforementioned requirements, M/s. Shiv Shankar Khandelwal & Co. (Firm Registration No. 006852C), Chartered Accountants, were appointed as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2025-26.

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

The Internal Auditor's Report for the financial year ended on 31 st March, 2026 are free from any qualification, reservation, observation and adverse remark.

M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants (Firm Registration No. 006852C) have confirmed their eligibility and willingness to accept the appointment as Internal Auditor for the Financial Year 2026-27. The Company has received consent/eligibility certificates etc. from M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants. Accordingly, Board in its meeting held on May 15, 2026 has re-appointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Reg. No. 006852C) as the Internal Auditor of the Company for the Financial Year 2026-27.

• Cost Audit

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

• REPORTING OF FRAUDS BY AUDITORS

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

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

Pursuant to the provisions of Section 186(11) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company (NBFC) registered with RBI, in the ordinary course of its business are exempted from the applicability of Provisions of Section 186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report. Further, particulars of Loans given and investments made by the company for the financial year ending March 31, 2026 are given under Note no. 4 and 5 respectively of the Financial Statements of the company forming part of this Annual Report.

21 . RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during Financial Year 2025-26 with related parties were in compliance with section 188 of the Act, Regulation 23 of Listing regulations and IND AS-24 and are disclosed under Note No. 3.9 of the Notes to Standalone Financial Statements for the year ended March 31, 2026. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature.

Pursuant to the said omnibus approval, details of transaction entered into with related parties is also reviewed by the Audit Committee on a quarterly basis. All related party transactions entered during Financial Year 2025-26 were in the ordinary course of business and on arm's length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members' prior approval under the Act or SEBI Listing Regulations.

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

The Company has adopted a policy on materiality of related party transactions and on dealing with Related Party Transactions and the same is disclosed on the website of the Company and can be accessed at

22. RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee ("RMC") to frame, implement and monitor the risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Risk Management Policy is available on the website of the Company at

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

23. INTERNAL FINANCIAL CONTROL SYSTEMS

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

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

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

24. DETAILS RELATING TO DEPOSITS

Being a non-deposit taking NBFC, the Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act, and guidelines and directions of Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 as prescribed by RBI in this regard and as such no details are required to be furnished.

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

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

26. CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance for the Financial Year ended on March 31, 2026 along with Certificate issued by the M/s V.M. & Associates, Company Secretaries confirming the compliance to applicable requirements related to corporate governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as Annexure I.

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

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

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

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

(a) Conservation of energy:

(b) Technology absorption:

(c) Foreign Exchange earnings and Outgo:

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

28. CORPORATE SOCIAL RESPONSIBILITY

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

As per the provisions of Section 135 and rules made thereunder, if the company spends an amount in excess of the requirements then it may set off such excess amount during succeeding financial years after passing Board Resolution and any short fall in spending the CSR amount unless such

amount relates to any outgoing project -needs to be transferred to the fund specified in the Schedule VII of the Act within six months from the end of Financial Year.

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

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

The CSR Policy, approved by the Board, is available on the website of the Company, the same can be accessed through web link

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

31. EXTERNAL RATINGS

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

32. DISCLOSURE ON SECRETARIAL STANDARDS:

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

33. RBI COMPLIANCES

Your Company is a Non-Banking Non Deposit Taking Non Systemically Important Investment and credit Company (" NBFC-ICC "), and continues to comply with the applicable regulations and guidelines of Reserve Bank of India ("RBI") and provisions as prescribed in Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 as amended from time to time.

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

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

34. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

(A) The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure III forming part of this report.

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

35. MANAGING DIRECTOR AND CFO CERTIFICATE

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

36. PREVENTION OF INSIDER TRADING

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

Further, as per the provisions of Regulation 3 of PIT Regulations the structured digital database (SDD) is maintained by the Company in Orion Legal Compliance Software for the purpose of

maintaining record of unpublished price sensitive information ("UPSI") shared with various parties on need to know basis for legitimate purposes with date and time stamp containing all the requisite information that needs to be captured in SDD.

37. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

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

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on March 31, 2026 and a declaration to this effect signed by the Chairman and Managing Director forms part of the Corporate Governance Report as Annexure I.

38. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2025-26 have been prepared with the applicable accounting principles in India and the mandatory Indian Accounting Standard ( 'Ind-AS' ) as prescribed under Section 133 of the Act read with the rules made there under.

39. DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the year ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended on March 31, 2026 and of the profit and loss of the Company for that period;

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

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

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

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

40. GENERAL DISCLOSURES

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

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

41. OTHER DISCLOSURES

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

42. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Central Registry of Securitisation Asset Reconstruction and Security Interest of India, Bankers & Lenders, Company's shareholders, auditors, advisors, business partners, all its customers for the patronage received from them including officials there at from time to time. The Board would also like to thank the BSE Limited, National Stock Exchange of India Ltd., National Securities Depository Limited, Central Depository Services (India) Limited, MCS Registrar and Share transfer Agent (Registrar and Share Transfer Agent) and the Credit Rating Agency(ies) for their continued co-operation.

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

Sd/-

Panna Lal Baid Chairman and Managing Director DIN:00009897