Libord Finance Ltd Directors Report

To

The Members,

Libord Finance Limited

Your Directors have pleasure in presenting the 31^st Annual Report along with the audited standalone financial statements of the Company for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

A summary of the financial performance of your Company for the financial year ended March 31, 2025, is as under:

(Rs. in Lakhs)

Particulars	For the Year Ended
	2024-25	2023-24
Total Income	126.93	122.48
Profit before Finance Cost & Depreciation, Amortisation and Impairment	(26.92)	47.02
Finance Cost	6.17	2.82
Depreciation, Amortisation and Impairment	21.76	18.32
Profit before Taxes	(54.85)	25.88
Current Tax	-	5.83
Tax effect of Earlier Year	(0.10)	(0.27)
Deferred Tax	(0.58)	0.42
Profit/(Loss) after Taxation	(54.17)	19.90
Profit/(Loss) for the year transferred to the Profit & Loss Account under Retained Earnings	(54.17)	19.90
Net Gain/(Loss) on Equity Instruments measured at Fair Value through OCI	11.53	29.84
Total Comprehensive Income	(42.64)	49.74

2. REVIEW OF OPERATIONS

The total income on standalone basis during the year was Rs. 126.93 lakhs (Previous Year - Rs. 122.48 lakhs). The Companys turnover has increased by about 3.63% due to increase in interest income in this Financial Year. The net loss after tax was Rs. 54.17 lakhs (Previous Year net profit- Rs.19.90 lakhs) due to increase in operational loss.

3. OUTLOOK & PROSPECTS

As per the Provisional Estimates (PE) of Gross Domestic Product (GDP) released by the National Statistical Office (NSO), the Indian economy has continued to perform impressively amid several challenges posed to it in the domestic as well as global economy. The real GDP or GDP at constant prices is estimated to attain a level of 187.97 lakh crore in FY 2024-25, against the First Revised Estimates (FRE) of GDP for the FY 2023-24 of 176.51 lakh crore, registering a growth rate of 6.5%. On the other hand, the nominal GDP (i.e. GDP at Current Prices) in the year 2024-25 is estimated to attain a level of 330.68 lakh crore in the FY 2024-25, against 301.23 lakh crore in FY 2023-24, showing a growth rate of 9.8%. The Reserve Bank of India, in its Monetary Policy Statement (April 2025), has observed that the outlook for domestic economic activity has been resilient on the back of strong domestic demand and improved macroeconomic fundamentals. According to the Indian Meteorological Department, India is likely to receive above average monsoon rains in 2025, at around 106 percent of long-term average. This is going to benefit the disinflationary fiscal and monetary pursuits in India.

An update to the World Economic Outlook (April 2025) released by the International Monetary Fund (IMF), has raised Indias GDP growth forecast by 30 bps to 6.8 percent for the financial year 2025 reflecting continuing strength in domestic demand and a rising working-age population. Besides, the world economy is projected to continue growing at 3.2 percent during 2025 and 2026, at the same pace as in 2024. Global inflation is forecast to decline steadily, from 6.8 percent in 2024 to 5.9 percent in 2025 and 4.5 percent in 2026, with advanced economies returning to their inflation targets sooner than emerging markets and developing economies. Core inflation is generally projected to decline more gradually.

The global economy has been surprisingly resilient, despite significant central bank interest rate hikes to restore price stability and prolonged geopolitical conflicts in the affected countries. In conclusion, the Indian economy has demonstrated a good deal of resilience. The Company anticipates a favourable economic environment in the current financial year.

4. SHARE CAPITAL

During the year under review, there was no change in the authorised and paid-up share capital of the Company. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. DIVIDEND

Your Directors do not recommend any dividend for the financial year 2024-25.

6. TRANSFER TO RESERVES

The Company has transferred loss of Rs.54.17 lakhs to the Profit & Loss Account under Reserves & Surplus. Further, a sum of Rs. 18.00 lakhs have been transferred to the Reserves and Surplus on account of reversal of provision made for NPA under ECL and Rs. 2.16 lakhs have been transferred to the Reserves and Surplus on account of reversal of Provision made for interest under ECL.

7. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. MAINTENANCE OF COST RECORDS

The Maintenance of Cost Records pursuant to Section 148(1) of the Companies Act, 2013 is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and nature of its operations. During the year, controls were tested and no material weakness in design and operation were observed. These have been designed to ensure the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets from unauthorised use, the prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records, timely preparation of financial information and compliance with applicable statutes. .

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the applicable provisions of the Companies Act, 2013, Mr. Nawal Agrawal (DIN: 01753155), Director of the Company will be retiring by rotation at this 31^st Annual General Meeting (AGM) of the Company and is eligible for re-appointment. During the year under review, there was no change in the composition of Board of Directors. Mr. Lalit Kumar Dangi (DIN: 00886521), who was liable to retire by rotation at the 30^th AGM of the Company was re-appointed as a Director by the members at the said AGM held on September 25, 2024. Further, Members of the Company at the said 30^th AGM have re-appointed Dr. (Mrs.) Vandna Dangi (DIN: 00886496) as Managing Director of the Company for a period of 3 years w.e.f. March 10, 2024 to March 9, 2027.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, there were 4 (Four) meetings of the Board of Directors held on May 22, 2024, August 8, 2024, November 13, 2024 and February 4, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Details about the Board meetings and committee meetings are given in the report on Corporate Governance which forms part of this Report.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given their respective declarations that they meet the criteria of independence as specified under Section 149 (6 and 7) of the Companies Act, 2013 read with the Rules made thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the LODR Regulations)".

13. REMUNERATION POLICY

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors have approved and adopted a Remuneration policy for Directors, Key Managerial Personnel and other employees of the Company under Section 178(3) of the Companies Act, 2013. The Remuneration Policy has been disclosed on the website of the Company at the link https://libord.com/libord-finance-ltd/investor-relations/reg-46-2f-remuneration-policy/

14. CODE OF CONDUCT

The Code of Conduct for the Board of Directors and the senior management has been adopted by the Company. The Code of Conduct has been disclosed on the website of the Company at https://libord.com/libord-finance-ltd/investor-relations/reg-46-2d-code-of-conduct/.

15. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Report on Corporate Governance for the financial year ended March 31, 2025 along with the certificate from the Auditors of the Company confirming the compliance with regulations of corporate governance and Management Discussion and Analysis under the LODR Regulations forms part of this Report.

16. MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of Regulation 17(8) of the LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Dr. (Mrs.) Vandna Dangi, Managing Director and Mr. Nawal Agrawal, Chief Financial Officer, for the financial year 2024-25 with regard to the financial statements and other matters. The said certificate forms part of the report on Corporate Governance.

17. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

During the year, M/s Libord Brokerage Private Limited and M/s Libord Advisors Private Limited ceased to be Associate companies of Libord Finance Limited w.e.f June 18, 2024 and July 18, 2024 respectively. As at March 31, 2025, the Company does not have any Subsidiary / Associate / Joint Venture Company as defined under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Hence, the Statement of Salient Features of the Financial Statement of Subsidiaries and Associate Companies pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 (Form AOC-1) is not applicable and does not form part of this Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. Under this policy, the employees can approach the Companys Compliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination be meted out to any person for a genuinely raised concern. The Whistle Blower Policy of the Company is also posted on the website of the Company www.libord.com. Details of Vigil Mechanism/Whistle Blower Policy are also included in the report on Corporate Governance. During the financial year 2024-25, no cases under this mechanism were reported to the Company.

19. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The "Code of Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" has been adopted and has been disclosed on the website of the Company at www.libord.com. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

20. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3c) & 134(5) of the Companies Act, 2013, with respect to Directors

Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures. (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. (iii) That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) That the Directors have prepared the accounts for the financial year ended March 31, 2025 on a going concern basis. (v) That 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. (vi) That 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.

22. BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has undertaken suitable measures for the development and implementation of a risk management policy for the Company including identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

23. PARTICULARS OF MATERIAL ORDERS

During the year under review, neither any Regulator nor any Court or Tribunal has passed any significant and material order impacting the going concern status and the Companys operations in the future.

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

25. BOARD EVALUATION

The performance of Board of Directors and the Committees constituted by the Board and the individual Directors have been evaluated during the Financial Year ended March 31, 2025.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements with related parties covered under section 188 of the Companies Act, 2013. Hence, Form AOC-2 pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable and does not form part of this report accordingly.

27. SECRETARIAL STANDARDS

The Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

28. PURCHASE OF SHARES OF THE COMPANY

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company pursuant to Section 67(2) of the Companies Act, 2013.

29. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the website of the Company at www.libord.com.

30. BOARD COMMITTEES

Details of the following Committees constituted by the Board along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Report: 1. Audit Committee 2. Stakeholders Relationship Committee 3. Nomination and Remuneration Committee. 4. Risk Management Committee. The Company is not required to constitute the Risk Management Committee pursuant to the provisions of Regulation 21 of LODR Regulations. However, the Risk Management Committee is constituted in pursuance of the Reserve Bank of India Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 dated October 22, 2021.

31. SECRETARIAL AUDIT REPORT

M/s S. DAK & Associates, Company Secretaries, were appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2024-25. Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the year ended March 31, 2025 is annexed to the Annual Report and forms part of the Annual Report (Annexure - I). The observations made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134(3) of the Companies Act, 2013. In pursuance to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015, as amended, read with Section 204 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, for the time being in force, the Board of Directors, in their meeting held on August 13, 2025, have commended the appointment of M/s S. Dak & Associates, Company Secretaries (CP No. 7687), as Secretarial Auditors by the members of the Company to hold office for a term of 5 (five) consecutive years commencing from the conclusion of this 31^st Annual General Meeting (AGM) of the Company till the conclusion of the 36^th AGM of the Company to be held in the year 2030.

32. STATUTORY AUDITORS

At the 30^th Annual general meeting (AGM), the Members have appointed M/s RMR & Co., Chartered Accountants, Mumbai (FRN: 106467W) as Statutory Auditors of the Company for a period of 5 (five) consecutive years to hold office till the 35^th AGM of the Company to be held in the year 2029. The Statutory Auditors Report to the Shareholders for the year under review does not contain any qualification.

33. AUDIT COMMITTEE a) Terms of Reference

To oversee, inter alia, the Companys financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of the audit fees, to review and discuss with the Auditors about internal control systems, scope of audit including observations of the auditors on adequacy of internal control systems, major accounting policies & practices, adopting accounting standards and complying various requirements concerning financial statements, if any, to review the Companys quarterly, half yearly and annual financial statements before submission to the

Board of Directors. b) Composition of Audit Committee

The Audit Committee comprises three directors with Independent Directors forming the majority. Mr. Radhey Shyam Soni, Independent Director is the Chairman of the Audit Committee. Mr. Raghvendra Raj Mehta, Independent Director and Mr. Lalit Kumar Dangi, Non-Executive/ Non-Independent Director are the other two members of the Audit Committee. The members possess adequate knowledge of accounts, audit and finance, among others. The composition of the Audit Committee meets the requirement as per Section 177 of the Companies Act, 2013 and the LODR Regulations. There are no recommendations of the Audit Committee which have not been accepted by the Board. During the year, four Audit Committee meetings were held on May 22, 2024, August 8, 2024, November 13, 2024 and February 4, 2025.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company is given in the notes to the financial statements.

35. LISTING ON STOCK EXCHANGE

The Companys Equity Shares are listed at BSE Ltd., Mumbai. The Listing Fees has been paid to the BSE Ltd. for the financial year 2025-26.

36. PERSONNEL

The information required to be disclosed in the Directors Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as an Annexure to the Report (Annexure-II).

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

S.N.	Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
(A)	Conservation of Energy	Not Applicable	Not Applicable
(B)	Technology Absorption	Not Applicable	Not Applicable
(C)	Foreign Exchange Earnings and Outgo	NIL	NIL

38. STATE OF AFFAIRS OF THE COMPANY

Information about state of affairs of the Company is provided in the Directors Report and the Management Discussion and Analysis Report, which forms part of this Annual Report in due compliance with applicable provisions of the Act and the LODR Regulations. During the year, there was no change in the nature of business of the Company.

39. INTERNAL COMMITTEE ON SEXUAL HARASSMENT OF WOMEN

The Constitution of internal committee on Sexual Harassment is not mandatory to the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. No such complaint was received during the year.

40. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made by the staff members of the Company and for the active support given by Banks, Investors, Shareholders, Employees and Clients.

	By the Order of the Board
Registered Office:
104, M. K. Bhawan,
300, Shahid Bhagat Singh Road,
Fort, Mumbai- 400001
	Dr. (Mrs.) Vandna Dangi	Nawal Agrawal
Place : Mumbai	Managing Director	CFO and Director
Date : August 13, 2025	DIN: 00886496	DIN: 01753155