Libord Finance Ltd Directors Report

To

The Members,

Libord Finance Limited

Your Directors have pleasure in presenting the 32^nd Annual Report along with the Audited Standalone Financial Statements of the Company for the year ended March 31,2026.

1. FINANCIAL PERFORMANCE

A summary of the financial performance of your Company for the financial year ended March 31,2026, is as under:

Particulars	For the Year Ended
	2025-26	2024-25
Total Income	199.98	126.93
Profit before Finance Costs & Depreciation, Amortisation and Impairment	89.27	(26.92)
Finance Costs	3.55	6.17
Depreciation, Amortisation and Impairment	21.75	21.76
Profit before Taxes	63.97	(54.85)
Current Tax	-	-
Tax effect of Earlier Year	0.00	(0.10)
Deferred Tax	0.31	(0.58)
Profit / (Loss) after Taxation	63.66	(54.17)
Profit / (Loss) for the year transferred to the Profit & Loss Account under Retained Earnings	63.66	(54.17)
Net Gain / (Loss) on Equity Instruments measured at Fair Value through OCI	(25.69)	11.53
Total Comprehensive Income	37.97	(42.64)

2. REVIEW OF OPERATIONS

The total income on standalone basis during the year was Rs. 199.98 lakhs (Previous Year - Rs. 126.93 lakhs). The Companys turnover has increased by about 57.55% due to favourable business conditions this Financial Year. The Net Profit after Tax was Rs. 63.66 lakhs (Previous Year - net loss of Rs.54.17 lakhs) due to increase in operations.

3. OUTLOOK & PROSPECTS

As per the Provisional Estimates (PE) of Gross Domestic Product (GDP) released by the National Statistical Office (NSO), Real GDP (at constant 2022-23 prices) is estimated to attain a level of Rs.323.12 lakh crore during FY 2025-26 as compared to the First Revised Estimates of f299.89 lakh crore in FY 2024-25, registering a robust growth of 7.7%. Nominal GDP (at current prices) is estimated at f346.36 lakh crore against f318.07 lakh crore in the previous year, reflecting a growth of 8.9%.

Thus, despite the global turmoil, the Indian economy remained resilient in the year 2025-26. Even as the net external demand remained soft, private consumption and fixed investment contributed significantly to overall growth. The Real GVA is estimated at Rs.294.91 lakh crore in the year 2025-26, against Rs.273.36 lakh crore in FY 2024-25, registering a growth rate of 7.9% as compared to 7.3% growth rate in 2024-25.

However, the global economy is facing many threats and challenges. According to the Economic Survey 2026, there has been a shift from rules-based globalisation to geopolitical fragmentation, marked by strategic trade, supply-chain weaponisation, volatile capital flows and rising resource nationalism, making access to critical minerals, energy, technology and finance increasingly uncertain.

The outbreak of the conflict in West Asia has led to severe disruption of global supply chains. This poses an unprecedented challenge for the global economy due to expectation of higher prices and lower global growth. In an intricately linked globalised world, Indian economy may also have to bear the burnt and the Reserve Bank of India (RBI) may have tough time trying to balance the twin objectives of the monetary policy, i.e., the need to keep inflation under control while at the same time, minimising the impact of the incidental tightening measures on growth. The hardening of the sovereign bond yields due to inflation fears and recent corrections in equity valuations have also indicated deepening of the turmoil in global financial markets. Besides, strengthening of the US dollar has exerted pressure on currencies of the major economies. Further, intensification of the conflict, its prolongation and widening geographical spread remain the key downside risks to the global outlook.

Yet, the Reserve Bank of India, in its monetary policy statement has observed that sustained momentum in services sector, persisting impact of GST rationalisation, rising capacity utilisation in manufacturing, and healthy balance sheets of financial institutions and corporates may continue to support domestic demand and the real GDP may grow at 6.9 per cent in the current financial year 2026-27 even as further escalation of the conflict, its continuation over a wider geographical spread and uncertainty regarding the damage to the energy infrastructure pose downside risks to the domestic growth outlook. However, Indian economy may continue to be resilient as the CPI inflation for the financial year 2025-26 is projected to be at 4.6 per cent which is well within the comfort zone from the monetary policy perspective.

An update to the World Economic Outlook (April 2026) released by the International Monetary Fund (IMF), has revised Indias growth rate for the year 2025 to 7.6 percent which is higher by 1.0 percentage point relative to its October 2025 projections, indicating improved outlook for the economy. For the year 2026, the growth rate has been revised upward moderately by 0.3 percentage point to 6.5 percent, led by positive contributions from the carryover of the strong 2025 outturn and the decline in additional US tariffs on Indian goods from 50 to 10 percent, which outweigh the adverse impact of the Middle East conflict. 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 2025-26.

6. TRANSFER TO RESERVES

The Company has transferred profit of Rs. 63.66 lakhs to the Profit & Loss Account under Reserves & Surplus.

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. Lalit Kumar Dangi (DIN: 00886521), Director of the Company will be retiring by rotation at this 32^nd Annual General Meeting (AGM) of the Company and is eligible for re-appointment. Further, the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee in its meeting held on 13^th August, 2026 has re-appointed Dr. (Mrs.) Vandna Dangi (DIN: 00886496) as Managing Director (KMP) of the Company for a period of 3 (three) consecutive years w.e.f. March 10, 2027 and has also commended the re-appointment of Mr. Ramanathan Thirupathy (DIN: 01680773) as an Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. August 24, 2026, subject to approval by the Members in this Annual General Meeting. During the year, Ms. Vinantee Chetan Shah (ACS 64362) has been relieved from the post of Company Secretary and Compliance Officer w.e.f. October 31,2025. Further, Ms. Mohini Devanand Bhavsar (ACS 79405) was appointed as the Company Secretary and Compliance Officer w.e.f. January 23, 2026 and relieved from her services w.e.f. June 25, 2026.

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 28, 2025, August 13, 2025, October 31, 2025 and January 23, 2026. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 ("the LODR Regulations"). 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 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-policv/

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- 2dcode-of-conduct/.

15. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Report on Corporate Governance for the financial year ended March 31,2026 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 2025-26 with regard to the financial statements and other matters. The said certificate forms part of the report on Corporate Governance.

17. SUBSIDIARY / ASSOCIATE COMPANIES / JOINT VENTURE

As at March 31,2026, the Company does not have any Subsidiary/Associate Companies/Joint Venture 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 at https://libord.com/libord-finance-ltd/investor-relations/reg-46-2e-whistlebiower-policy/. Details of Vigil Mechanism / Whistle Blower Policy are also included in the report on Corporate Governance. During the financial year 2025-26, 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 https://libord.com/libord-finance-ltd/investor-relations/code-for-fair-disclosure/. 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 that:

(i) in the preparation of the accounts for the financial year ended March 31,2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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) 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) the Directors have prepared the accounts for the financial year ended March 31,2026 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.

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 31,2026.

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 https://libord.com/libord-finance-ltd/investor-relations/

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 the LODR Regulations. However, the Risk Management Committee has been 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

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, M/s S. Dak & Associates, Company Secretaries (CP No. 7687), were appointed as Secretarial Auditors in the 31^st Annual General Meeting (AGM) of the Company to hold office for a term of 5 (five) consecutive years. The Secretarial Audit Report submitted by the Secretarial Auditors for the year ended March 31,2026 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 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 four directors with Independent Directors forming the majority. Mr. Radhey Shyam Soni, Independent Director is the Chairman of the Audit Committee. Mr. Raghvendra Raj Mehta and Mr. Ramanathan Thirupathy, Independent Directors and Mr. Lalit Kumar Dangi, Non-Executive/ Non-Independent Director are the other three 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, 4 (four) meetings of the Audit Committee were held on May 28, 2025, August 13, 2025, October 31, 2025 and January 23, 2026.

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 are 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 2026-27.

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

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
(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.