Libord Securities Ltd Directors Report

To,

The Members,

Libord Securities Limited.

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

1. FINANCIAL PERFORMANCE OF THE COMPANY

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

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Total Income	9.73	8 1.61
Profit before Finance Cost & Depreciation	(69.70)	50.12
Financial Cost	0.00	0.01
Depreciation	0.00	0.00
Profit / (Loss) Before Taxes	(69.70)	50.11
Current Tax	0.00	12.59
Earlier Year Tax Expenses	0.36	0.12
Deferred Tax	0.04	0.05
Profit / (Loss) for the Year	(70.10)	37.35
Profit / (Loss) transferred to the Profit & Loss Account under Reserves & Surplus	(70.10)	37.35
Net Gain / (Loss) on Equity Instruments measured at Fair Value through OCI	(9.11)	14.88
Total Comprehensive Income	(79.21)	52.23

2. REVIEW OF OPERATIONS

The total income during the year on standalone basis was Rs. 9.73 lakhs (Previous Year - Rs. 81.61 lakhs). The Companys turnover has decreased on account of unfavourable business environment. The gross loss before tax was Rs. 69.70 lakhs (Previous Year - Profit of Rs. 50.11 lakhs) due to decrease in operations.

3. OUTLOOK & PROSPECTS

The International Monetary Fund (IMF), in its April 2025 World Economic Outlook (WEO), has highlighted a challenging global economic landscape shaped by rapidly escalating trade tensions and heightened policy uncertainty. Recent tariff increases by the United States, followed by retaliatory actions from major trading partners, have driven effective global tariff rates to historic highs. These developments represent a major external shock, significantly complicating global economic forecasting. As a result, the IMF has departed from its usual baseline approach and has instead issued a "reference forecast" based on data available as of April 4, 2025. This unusual step underscores the extent of uncertainty and its potential to disrupt macroeconomic stability worldwide, with implications for economies like India that are deeply integrated into global trade and investment flows.

Under the IMFs revised projections, global GDP growth is now expected to be 2.8% in 2025 and 3.0% in 2026 which is far below its earlier forecast of 3.3% made in its January WEO report for both years. Advanced economies, including the United States and the Eurozone, are expected to witness considerable deceleration. Global inflation, while easing, is anticipated to remain higher than previously expected levels, especially in advanced economies, exerting continued pressure on monetary policy settings worldwide. These shifts signal tighter global financial conditions, which have a direct bearing on capital flows, interest rate trends, and credit demand across emerging markets. Growth in emerging markets and developing economies is expected to moderate to 3.7% in 2025, which is also lower than previous estimates.

The IMF also warns of broader financial instability risks, including potential strains on the international monetary system. Continued escalation of trade disputes and volatile policy signals could lead to further asset repricing, foreign exchange volatility, and stress in capital markets and all this may adversely affect the economies with existing fiscal or external vulnerabilities.

Despite these headwinds, coordinated policy action presents a pathway to recovery. Further, in view of the severity of challenges posed to the Global economy, the IMF has projected that the Indian economy may continue to remain one of the fastest-growing large economies of the world for the year 2025 and 2026 at 6.2 percent and 6.3 percent respectively, reaffirming its dominance in the global economic landscape. The Reserve Bank of India is focused on calibrating monetary policy to balance growth and stability. Indias economic stability is reflected in indicators like inflation, fiscal health, and the external sector balance. The government remains focused on infrastructure development, renewable energy, and improving health and social services. Indias economy has shown remarkable resilience, and the Company anticipates a favourable economic environment in the current financial year.

4. SHARE CAPITAL

There was no change in the authorised and paid-up share capital of the Company during the year under review. 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. 70.10 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. 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 internal control systems have been designed to provide for ensuring 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, and the timely preparation of financial information.

9. 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.

10. 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 AGM of the Company and being eligible, has offered himself for reappointment. Mr. Yogesh R. Choksey and Mr. Ramanathan Thirupathi, who were re-appointed by the Members of the Company in the 26th AGM held in the year 2020 for a second consecutive term of 5 (five) years as Independent Directors, shall be completing their term on 29.09.2025, and therefore they shall cease to be the Directors of the Company with effect from 29.09.2025 accordingly. The Board in its meeting held on August 12, 2025 has appointed Mr. Kishan Sharma and Mr. Radhey Shyam Soni as Additional Directors in the Non-Executive Independent Directors category subject to approval of members in this 31st Annual General Meeting of the Company for a term of 5 (five) consecutive years with effect from August 12, 2025 to August 11,2030, not liable to retire by rotation.

11. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

As per the Securities and Exchange Board of India (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company as its paid-up share capital does not exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as at the last day of the previous Financial Year.

12. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS

During the year there were Four (4) Board Meetings held on May 23, 2024, August 6, 2024, November 12, 2024 and January 31, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

13. 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 (LODR) Regulations, 2015.

14. 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 in pursuance to Section 178(3) of the Companies Act, 2013. The remuneration policy is displayed on the website of the Company at https://libord.com/libord- securities-ltd/investor-relations/remuneration-policv/.

15. 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 is disclosed on the Companys website at https://libord.com/libord-securities-ltd/investor-relations/code-of-conduct/.

16. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company or Associate Company as defined under the provisions of the Companies Act, 2013. Hence, the Statement of Salient Features of the Financial Statement of Subsidiaries & Associate Companies pursuant to 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.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behavior, 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. The 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 posted on the website of the Company at www.libord.com.

18. 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 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. 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.

19. CORPORATE SOCIAL RESPONSIBILITY

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

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) & 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.

21. 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.

22. 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.

23. 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 to which the financial statements relate and the date of the Report.

24. 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.

25. 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.

26. 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.

27. 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.

28. BOARD COMMITTEES

Your Board has constituted the following Committees:

(a) AUDIT COMMITTEE Terms of reference

The terms of reference of the Committee inter alia are as follows:

1. Oversight of the Companys financial reporting process and the review of the quarterly and annual financial results and auditors report thereon before submission to the Board for approval with particular reference to changes in accounting policies and practices and reasons for the same, major accounting entries involving estimates based on the exercise of judgement by management and compliance with listing and other legal requirements relating to the financial statements;

2. Ensuring that the financial statements are correct, sufficient and credible;

3. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

4. Reviewing matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause(c) of sub-section 3 of Section 134 of the Act, and changes, if any, in accounting policies and practices and reasons for the same and disclosure of any related party transactions;

5. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;

6. Reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

7. Approval or any subsequent modification of transactions of the Company with related parties;

8. Scrutiny of inter-corporate loans and investments;

9. Valuation of undertakings or assets of the Company, wherever it is necessary;

10. Evaluation of internal financial controls and risk management systems;

11. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

13. Discussion with internal auditors of any significant findings and follow up there on;

14. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

15. To review the functioning of the Whistle Blower Mechanism / Vigil Mechanism;

16. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

Composition of Audit Committee

The Audit Committee consists of three directors with Independent Directors forming the majority in pursuance to Section 177 of the Companies Act, 2013. As at March 31,2025, the Audit Committee composed of Mr. Yogesh R. Choksey (Non-Executive Independent Director - Chairman), Mr. Ramanathan Thirupathi (Non-Executive Independent Director - Member) and Mr. Ramesh Kumar Jain (Non-Independent Director - Member). The members possessed adequate knowledge of accounts, audit and finance, among others. There are no recommendations of the Audit Committee which have not been accepted by the Board. During the year ended March 31,2025, four meetings of the Audit Committee were held on May 23, 2024, August 6, 2024, November 12, 2024 and January 31,2025.

(b) NOMINATION & REMUNERATION COMMITTEE Terms of reference

The terms of reference of the Committee inter alia are as follows:

1. Formulate criteria to qualify individuals who may become Director or who may be appointed in senior management level of the Company and recommend to the Board of such appointments and removal.

2. Carry out performance evaluation of all Directors.

3. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

4. Recommend to the Board, a policy relating to the remuneration for the Directors, key managerial personnel and other employees. The policy is to be referred as Remuneration policy.

5. To decide on the commission payable to the Directors within the prescribed limit and as approved by the shareholders of the .Company.

6. To devise the policy on Boards diversification.

7. To recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

8. To decide whether to extend or continue the term of appointment of the independent director on the basis of report of performance evaluation of independent director.

9. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

Composition of NRC

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Act. As at March 31,2025, the NRC consisted of three Directors. viz. Mr. Yogesh R. Choksey, (Non-Executive/Independent Director - Chairman), Mr. Ramanathan Thirupathi (Non-Executive/Independent Director - Member) and Dr. (Mrs.) Vandna Dangi (Non-Executive/Non Independent Director - Member). The Committee met once during the year on August 6, 2024. There was no such instance where the recommendation of this Committee of the Board was not accepted for the year under review.

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE Terms of reference

The terms of reference of the Committee inter alia are as follows:

1. To address requests/resolve grievances of security holders including complaints related to transfer/transmission of securities, non-receipt of Balance Sheet, non-receipt of declared dividends/interests, etc.

2. To monitor and transfer the amounts/shares transferable to Investor Education and Protection Fund ("IEPF"), if any.

3. Attending to complaints of security holders routed by SEBI SCORES/Stock Exchange and other authorities, if any.

4. Any other matters that can facilitate better investor services and relations. Composition of SRC

The Stakeholders Relationship Committee ("the SRC") is constituted in accordance with Section 178 of the Act. The Committee consists of two directors. viz. Mr. Lalit Kumar Dangi (Chairman) and Mr. Nawal Agrawal (Member). During the year, the Committee met twice on August 23, 2024 and February 14, 2025.

28. SECRETARIAL AUDIT REPORT

Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the financial year 2024-25, as submitted by M/s S. DAK & Associates, Company Secretaries is annexed to this Annual Report (Annexure I). The observations made in the Secretarial Auditors Report read 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. Further, the requirement of appointing a Company Secretary for a term of five years under Regulation 24A of LODR Regulations is not applicable to the Company due to non-applicability of Corporate Governance provisions. (Refer details in clause 11 above).

29. SECRETARIAL STANDARDS

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

30. STATUTORY AUDITORS

At the 30th AGM of the Company, the members had appointed M/s RMR & Co., Chartered Accountants, Mumbai (FRN: 106467W) as Statutory Auditors of the Company for a term of 5 (five) years to hold office till the conclusion of the 35th AGM of the Company to be held in the year 2029. The Independent Auditors Report to the Members for the year 2024-25 does not contain any qualification.

31. 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.

32. LISTING ON STOCK EXCHANGE

The Companys equity shares are listed at BSE Limited, Mumbai. The Listing Fees has been paid to BSE Limited for the financial year 2025-26.

33. 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.

34. PERSONNEL

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

35. 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.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are Nil or Not Applicable.

37. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the active support given by staff members of the Company and the continued support given by the Banks, Investors, Shareholders and Clients.

Registered office:	By the Order of the Board
104, M. K. Bhavan
300, Shahid Bhagat Singh Road,
Fort, Mumbai - 400001	Mr. Lalit Kumar Dangi	Mr. Ramesh Kumar Jain
Place: Mumbai	Director	Director and CFO
Date: August 12, 2025	DIN: 00886521	DIN: 01682905