Libord Finance Ltd Directors Report

To

The Members,

Libord Finance Limited

Your Directors have pleasure in presenting the 30^th Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

A summary of the standalone & consolidated financial performance of your Company for the financial year ended March 31, 2024,

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	122.48	93.81	122.48	93.81
Profit before Finance Cost & Depreciation	47.02	30.48	47.02	30.48
Finance Cost	2.82	2.73	2.82	2.73
Depreciation, Amortisation and Impairment	18.32	16.80	18.32	16.80
Profit before Taxes	25.88	10.95	25.88	10.95
Current Tax	5.83	2.60	5.83	2.60
Tax effect of Earlier Year	(0.27)	0.00	(0.27)	0.00
Deferred Tax	0.42	0.42	0.42	0.42
Profit after Taxation (PAT)	19.90	7.93	19.90	7.93
Share of Profit of Associate Companies	-	-	178.15	(8.17)
Profit/(Loss) for the year transferred to the Profit & Loss Account under	19.90	7.93	198.05	(0.24)
Retained Earnings
Net Gain/(Loss) on Equity Instruments measured at Fair Value through OCI	29.84	(1.29)	29.84	(1.29)
Total Comprehensive Income	49.74	6.64	227.89	(1.53)

2. REVIEW OF OPERATIONS (a) Standalone Results

The total income on standalone basis during the year was Rs. 122.48 lakhs (Previous Year - Rs. 93.81 lakhs). The Companys turnover has increased by about 30.56% on standalone basis due to increase in consultancy and other income in this financial year. The gross profits before taxes increased to Rs. 25.88 lakhs (Previous Year - Rs. 10.95 lakhs) due to increase in operational efficiency.

(b) Consolidated Results

This fiscal, your Company has achieved a turnover of Rs. 122.48 lakhs (Previous Year - Rs. 93.81 lakhs) on consolidation basis. The net profit after tax was Rs. 198.05 lakhs (Previous Year - net loss of Rs. 0.24 lakhs) on consolidation basis.

3. OUTLOOK & PROSPECTS

As per the Second Advance Estimates (SAE) of National Income 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 (2011-12) Prices in the year 2023-24 is estimated to have attained a level of 172.90 lakh crore, against the first revised estimate of GDP for the year 2022-23 of 160.71 lakh crore. The growth rate of real GDP during 2023-24 is estimated at 7.6 percent as compared to growth rate of 7.0 percent in 2022-23 on y-o-y basis. On the other hand, the nominal GDP (i.e. GDP at Current Prices) in the year 2023-24 is estimated to attain a level of 293.90 lakh crore, against 269.50 lakh crore in 2022-23, showing a growth rate of 9.1 percent.

The Reserve Bank of India, in its Monetary Policy Statement (April 2024), 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 2024, 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 2024) 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 2024 and 2025, at the same pace as in 2023. Global inflation is forecast to decline steadily, from 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025, 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 share capital. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. DIVIDEND

In order to conserve the resources of the Company, your directors do not recommend any dividend for the current year. A sum of Rs. 19.90 lakhs have been transferred to the Profit & Loss account under Reserves & Surplus.

6. 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.

7. 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.

8. 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 provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Lalit Kumar Dangi (DIN: 00886521), Director of the Company will be retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. During the year, the Board of Directors has re-appointed Dr. (Mrs.) Vandna Dangi (DIN: 00886496) as Managing Director (KMP) of the Company for a period of three years with effect from March 10, 2024 to March 9, 2027, subject to approval by the Members in the ensuing Annual General Meeting. The Board of Directors commend her re-appointment. Further, Mr. Nawal Agrawal (DIN: 01753155) has been re-appointed as a Chief Financial Officer of the Company for a period of three years from March 10, 2024 to March 9, 2027.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, there were 5 (Five) meetings of the Board of Directors held on April 19, 2023, May 24, 2023, August 4, 2023, November 1, 2023 and February 12, 2024. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI. Details about the Board meetings and committee meetings are given in the report on Corporate Governance which forms part of this Report.

11. 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 and the Rules made thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. 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 www.libord.com at the link https://libord.com/Finance/InvestorRelations.aspx?Inv_Rel_Id=91.

13. 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/Finance/InvestorRelations.aspx?Inv_Rel_Id=28.

14. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Report on Corporate Governance for the financial year ended March 31, 2024 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 Listing Regulations forms part of this Report.

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

In terms of Regulation 17(8) of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Dr. Vandna Dangi, Managing Director and Mr. Nawal Agrawal, Chief Financial Officer, for the financial year 2023-24 with regard to the financial statements and other matters. The said certificate forms part of the report on Corporate Governance.

16. 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 Listing 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.

17. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

M/s Libord Brokerage Private Limited (LBPL) is an Associate Company of the Company. Your Company has 39.96% of the equity holding in LBPL as at March 31, 2024. LBPL is registered as a stock broker under the SEBI Act and is a member of the BSE, NSE, MCX and CDSL duly approved by SEBI. The Company is also a member of AMFI, Comris and CCRL-RP. During the year, the Company commenced Portfolio Management Services (as SEBI Registered Portfolio Manager) w.e.f. 02.02.2024. The Net Profit after tax of LBPL is Rs 400.31 lakhs for the year ended March 31, 2024. A non-controlling interest of Rs. 159.97 lakhs has been considered in consolidation. M/s Libord Advisors Private Limited (LAPL) is an Associate Company of the Company. Your Company has 46.29% of the equity holding in LAPL as at March 31, 2024. LAPL is a SEBI registered Category 1 Merchant Banker. The net profit after tax of LAPL is Rs 39.27 lakhs for the year ended as at March 31, 2024. A non-controlling interest of Rs. 18.18 lakhs has been considered in consolidation. (Refer Annexure II for Form AOC-1).

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 2023-24, no cases under this mechanism were reported to the Company and/or to any of its Associates.

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) & (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, 2024, 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, 2024 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, 2024.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements with related parties 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 complies 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. 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 of 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 Listing 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 24, 2023, August 4, 2023, November 1, 2023 and February 12, 2024.

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 2023-24. 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, 2024 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.

32. STATUTORY AUDITORS

At the 25^th Annual General Meeting (AGM), the members had appointed M/s Mehta Singhvi & Associates, Chartered Accountants, Mumbai (FRN: 122217W) as Statutory Auditors of the Company for period of five years to hold office till the 30^th Annual General Meeting of the Company. Since M/s Mehta Singhvi & Associates shall be completing their term, the Company needs to appoint an Auditor for the next consecutive five years. The Board, in its meeting held on 08.08.2024, have commended the appointment of M/s RMR & Co., Chartered Accountants (Firm Registration Number: 106467W) by the members of the Company, who have offered themselves for appointment and confirmed their eligibility to be appointed as Statutory Auditors, in terms of provisions of Section 141 of the Companies Act, 2013 and rules and regulations made thereunder, to hold office for a term of five years commencing from the conclusion of this AGM till the conclusion of the 35^th AGM of the Company to be held in the year 2029 on such remuneration as may be mutually agreed upon by the Board of Directors of the Company and the Statutory Auditors. The Auditors Report to the shareholders for the year under review does not contain any qualification.

33. 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.

34. STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Equity Shares are listed at BSE Ltd., Mumbai. The Listing Fee for the year under review has been paid to the BSE Ltd timely.

35. 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-III).

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

S.N.	Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
(A)	Conservation of Energy	Not Applicable	Not Applicable
(B)	Technology Absorption	Not Applicable	Not Applicable
(C)	Foreign Exchange Earnings and Outgo	NIL	NIL

37. ACKNOWLEDGEMENTS

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

Place : Mumbai

Date : August 8, 2024