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Longview Tea Company Ltd			Industry : Trading


BSE Code:	526568	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE696E01019	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	61.48	Market Cap ( Cr.):	5.69	Face Value(Rs):	10

Change Company

Dear Members,

Your Directors have pleasure in presenting before you their 146^thAnnual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for your consideration:

Particulars	2024-25	2023-24
Gross Income	29381.28	34229.69
Expenses	24642.37	15932.66
Profit Before Interest and Depreciation	5136.52	18748.05
Finance Cost/Interest	0.00	41.06
Depreciation	397.61	409.96
Net Profit Before Tax	4738.91	18297.03
Less: Current Tax	2008.66	1533.90
Deferred Tax	(473.46)	1549.10
Profit/(Loss) for the year	3203.71	15214.03
Other Comprehensive Income	81.49	129.57
Total Comprehensive Income for the year	3285.20	15343.60

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING

DURING THE YEAR/HIGHLIGHTS/OPERATIONS

During the year the total revenue of the company was Rs. 2,93,81,281/-. The company earned a net profit of Rs. 32,03,710 during the financial year 2024-25.

During the financial year under review, in the Annual General Meeting held on 29.08.2024, the resolution proposed for the re-appointment of Mr. Yashwant Kumar Daga as a Director of the company was not approved by the shareholders. Accordingly, he ceased to be a Director of the company. Immediately thereafter, the said Mr. Yashwant Kumar Daga organized a serious act by orchestrating the resignation of all the Independent Directors and Key Managerial Personnel (KMPs) of the company, who, despite holding such statutory positions, abruptly and unlawfully left within a span of a few days without any intimation or without handing over any records/ information to the continuing director. Their resignations were neither accepted nor approved.

As a result of such abrupt disruption in the core management, the operations suffered a major setback as the sole continuing director, Mr. Pradip Kumar Daga, had to make persistent and ongoing efforts to first appoint and build a new management team with the requisite directors and KMPs to fill the vacancies and streamline the operations of the company.

It is pertinent to mention that upon the exit of Mr. Yashwant Kumar Daga and his accomplices from the company, they have been unlawfully withholding all the statutory records and data of the company, including but not limited to, the historical books of accounts, all statutory books and registers of the company, Secretarial records, Minutes books of all statutory meetings and allied documents, the login and working credentials of various government and regulatory portals such as NSDL, CDSL, SCORES, etc. The promoters of the company namely Mr. Pradip Kumar Daga and Mrs. Asha Devi Daga, after gradually realising several acts of mismanagement and oppression perpetrated by the previous team of management including the Independent Directors and KMPs who were looking after the management of the Company initiated proceedings under Section 241 and 242 of the Companies Act, 2013 before the Hon'ble

NCLT, Kolkata Bench praying for reliefs.

In the said proceedings, the Hon'ble NCLT has passed an interim order dated 29.04.2025 directing Mr. Y K Daga and other parties not to destroy or erase the records, books of accounts, computer data and registers of the company without prior permission of NCLT. The said proceeding is at present pending before the Hon'ble NCLT.

In view of the aforesaid facts and in the absence of the historical statutory records and registers for the complete period due to non-co-operation of the previous management as stated above, all the details and disclosures with respect to the events could be provided only for the period from December, 2024 onwards.

DIVIDEND

The company has not earned sufficient profits during the financial year, hence directors have decided not to recommend any Dividend for the year under review and plough the same back into the operations of the company.

RESERVES

No amount has been transferred to any reserves during the Financial Year under review, except for the profit for the year.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pradip Kumar Daga, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As apprised above, in the previous Annual General Meeting, the proposed resolution for re-appointment of Mr. Yashwant Kumar Daga as Director of the company could not be passed with the requisite majority and accordingly, he ceased to be a director of the company w.e.f. 30.08.2024.

Upon the cessation of Mr. Yashwant Kumar Daga, the erstwhile Directors and KMPs of the company served their irregular and unlawful resignations form the company as per the following dates:

S. No	Name of the Director/ KMP	Designation		Date of resignation
1.	Mr. Bajrang Aggarwal	Independent Director		14.09.2024
2.	Ms. Hemlata Jhajharia	Independent Director		13.09.2024
3.	Mr. Vikas Joshi	Chief Financial Officer		30.08.2024
4.	Mr. Joydeep Patnaik	Chief Executive Officer		30.08.2024
5.	Ms. Sujata Pandey	Company Secretary	&	05.09.2024
		compliance Officer

Upon the abrupt resignation of the aforesaid directors and KMPs, the following Directors and KMPs were appointed in the company as per the dates given hereunder:

S. No	Name of the		Designation	Date of appointment
	Director/ KMP
1.	Mr. Ashu Bajaj		Independent Director (Additional)	30.12.2024
2.	Ms. Navpreet Kaur		Independent Director (Additional)	30.12.2024
3.	Mr. Shantanu Daga		Chief Executive Officer	06.01.2025
4.	Ms. Rohini Mukherjee		Chief Financial Officer	06.01.2025
5.	Ms. Jyoti		Company Secretary & compliance	06.01.2025
			Officer
6.	Mr. Kuldeep	Singh	Independent Director (Additional)	15.09.2025
	Rathore

Further, owing to his ill health Mr. Ashu Bajaj, the Independent Director served his resignation from the company effective from 1^st October, 2025. Based on the resignation letter given by him, the Board of Directors confirms that apart from his health concerns, there were no other material reasons for his resignation from the company.

Further, as per the provisions of Section 161 of the Companies Act, 2013, both the Additional Directors i.e. Ms. Navpreet Kaur and Mr. Kuldip Singh Rathore, are proposed to be regularized and appointed as Independent Directors of the company for a term of 3 years each from the date of their respective original appointment as detailed in the notice of the AGM, with the approval of the shareholders at the ensuing 146^th Annual General Meeting of the company.

Both the proposed appointees have their consent to be appointed as Independent Directors along with declarations that they are qualified to be appointed as such.

KEY MANAGERIAL PERSONNEL

As at the end of the financial year under review, the Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Shantanu Daga	Chief Executive Officer
Ms. Jyoti	Company Secretary & Compliance Officer
Ms. Rohini Mukherjee	Chief Financial Officer

AUDIT COMMITTEE

Upon the abrupt exit of the erstwhile management team as stated above, the Audit Committee of the company stood dissolved with the resignation of all member directors from the company.

The Board of Directors reconstituted the Audit Committee w.e.f. 06.01.2025. Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013, the Audit Committee comprised of the following members as on March 31, 2025:

Name of the Director	Category	Designation in Committee
Mr. Ashu Bajaj*	Chairman	Non-Executive-Independent Director
Ms. Navpreet Kaur	Member	Non-Executive-Independent Director
Mr. Pradip Kumar Daga	Member	Non-Executive Director

*Ceased w.e.f. 01.10.2025.

Ms. Jyoti, the Company Secretary of the company acts as the Secretary of the Audit committee.

One meeting of Audit Committee was held on 01.02.2025. The Composition of the Audit Committee and the details of Meetings attended by the members during the year are given below:

Name of the Members of Audit committee	No. of	No. of
	meetings held	Meetings
		attended
Mr. Ashu Bajaj (Chairman)	1	1
(Appointed as chairman of AC w.e.f. 06.01.2025)
Ms. Navpreet Kaur (Member)	1	1
(Appointed as member of AC w.e.f. 06.01.2025)
Mr. Pradip Kumar Daga	1	1
(Appointed as member of AC w.e.f. 06.01.2025)

Terms of reference of the Audit Committee inter alia include:

? Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; ? Review with the management, the annual and quarterly financial statements and auditor's report thereon before submission to the Board for approval. ? Review with the management, statutory and internal auditors, adequacy of the internal control systems; ? Evaluation of internal financial controls and risk management systems; ? Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company; ? Discussion with statutory auditors the nature and scope of audit as well as post-audit areas of concern; ? Review and monitor the Auditor's independence and performance, and effectiveness of audit process; ? Review adequacy of internal audit function including structure of the internal audit department, staffing and seniority of the official heading the function, reporting structure, coverage and frequency of internal audit; ? Discussion with internal auditor of any significant findings and follow up thereof;

? Review findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; ? Approval (or any subsequent modification) of transactions of the Company with related parties ? Review functioning of the Whistle Blower mechanism;

NOMINATION & REMUNERATION COMMITTEE

Upon the abrupt exit of the erstwhile management team as stated above, the Nomination and Remuneration Committee of the company stood dissolved with the resignation of all member directors from the company.

The Board of Directors reconstituted the Nomination and Remuneration Committee w.e.f. 06.01.2025. Your Directors wish to inform that in Compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee comprised of the following members as on March 31, 2025:

Name of the Director	Category	Designation in Committee
Mr. Ashu Bajaj*	Chairman	Non-Executive-Independent Director
Ms. Navpreet Kaur	Member	Non-Executive-Independent Director
Mr. Pradip Kumar Daga	Member	Non-Executive Director

* Ceased w.e.f. 01.10.2025.

Ms. Jyoti, the Company Secretary of the company acts as the Secretary of the Nomination and Remuneration committee.

One meeting of Nomination & Remuneration Committee was held on 01.02.2025. The Composition of the Nomination and Remuneration Committee and the details of Meetings attended by the members during the year are given below:

Name of the Members of Nomination and Remuneration	No. of	No. of
committee	meetings held	Meetings
		attended
Mr. Ashu Bajaj (Chairman)	1	1
(Appointed as chairman of NRC w.e.f. 06.01.2025)
Ms. Navpreet Kaur (Member)	1	1
(Appointed as member of NRC w.e.f. 06.01.2025)
Mr. Pradip Kumar Daga	1	1
(Appointed as member of NRC w.e.f. 06.01.2025)

Terms of Reference of the Committee are as follows:

? Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal. ? Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

? Formulation of criteria for evaluation of director's performance including independent directors and the Board. ? Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy, relating to the remuneration for the directors, key managerial personnel and other employees. ? Consider extension or continuation of the term of appointment of the Independent Directors on the basis of the report of performance evaluation of Independent Directors.

The Nomination and Remuneration Committee also helps the Board on succession plan for the Directors and Senior Management.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Upon the abrupt exit of the erstwhile management team as stated above, the Stakeholder Relationship Committee of the company stood dissolved with the resignation of all member directors from the company.

The Board of Directors reconstituted the Stakeholder Relationship Committee w.e.f. 06.01.2025. Your Directors wish to inform that in Compliance with Section 178 of the Companies Act, 2013, the Stakeholder Relationship Committee comprised of the following members as on March 31, 2025:

Name of the Director	Category	Designation in Committee
Mr. Pradip Kumar Daga	Chairman	Non-Executive Director
Ms. Navpreet Kaur	Member	Non-Executive-Independent Director
Mr. Ashu Bajaj*	Member	Non-Executive-Independent Director

*Ceased w.e.f. 01.10.2025.

Ms. Jyoti, the Company Secretary and Compliance Officer of the company acts as the Secretary of the Stakeholders Relationship Committee.

Terms of Reference of the Committee are as follows:

? Consider and resolve the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc. ? Review of measures taken for effective exercise of voting rights by shareholders. ? Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. ? Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports /statutory notices by the shareholders of the company. ? Transfer / transmission of shares, de-materialization / re-materialization of shares, issue of duplicate share certificates and such other functions as may be stipulated under the Companies Act, 2013 / SEBI Regulations.

During the financial year, 2 (two) investor complaints or grievances were received by the company and both were resolved and disposed off within the prescribed time period. No such complaints were pending for redressal at the end of the financial year.

CODE OF CONDUCT

The Board has laid down a well-defined Code of Ethics and Conduct (the "Code") to be followed by Board members and senior management of the Company. Duties of independent Directors, as specified under Companies Act, 2013, have been incorporated in the code. The code is available on the website of the company (www.longviewtea.co.in). All the Board members and Senior Management Personnel as on 31.03.2025, have affirmed compliance with the code. A declaration signed by the Chief Executive Officer to this effect is enclosed at the end of this report.

REMUNERATION OF DIRECTORS

Remuneration paid to Directors is decided by the Board on the recommendations of the Nomination and Remuneration Committee and approved by the shareholders at General Meetings.

During the financial year 2024-25, none of the directors have been paid any remuneration, except the sitting fees paid for attending the Board and Committee meetings.

Apart from the above stated, there have been no other material pecuniary relationships or transactions by the Company with Non-executive directors during the year.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation 25 of SEBI (LODR) Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

SHARE CAPITAL

During the year under review, there is no change in the Share Capital of the Company. The Authorised capital of the Company is Rs. 4,00,00,000/- comprising of 35,00,000 equity shares of Rs. 10/- each and 50,000 number of 7% redeemable preference shares of Rs. 100/- each.

The issued and subscribed share capital of the company comprise of 30,04,800 equity shares of Rs. 10/- each. Out of the aggregate issued and subscribed capital, 1,19,200 equity shares have been forfeited by the company.

During the financial year under review, there were no instances of further issue of capital, bonus issue, buy back or issue of ESOP.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company. The Company has in place "Policy for Prevention and Redressal of Sexual Harassment" in line with the requirements of The Sexual harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ‘the said Act') and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) to deal with the Complaints received by the company pertaining to gender discrimination and sexual harassment at workplace. Further, as per the provisions of Section 21 & 22 of the said Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr.	No. of cases pending as	No. of complaints	No. of cases	Number of cases
No.	the beginning of	filed during	pending as on	pending for more
	the financial year	the financial year	the end of	than ninety days
	under review	under review	the financial
			year under
			review
1.	NIL	NIL	NIL	NIL

MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review. During the review period, no instances of non-compliance were observed.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Company is in the trading business and has no manufacturing unit. The information pertaining to conservation of energy, technology absorption, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is not applicable to the Company. During the year there was no Foreign exchange earnings and Outgo.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company's business b. Generally in the class of business in which the Company has an interest

Further, the Company has no Subsidiary, Associate or Joint Venture and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulations) the regulations 17-27 of the LODR Regulations pertaining to requirements of Corporate Governance are not applicable to the company. Hence the report on Corporate Governance is not applicable to the company.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure-1, extracts of which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure- 2 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The Company affirms that remuneration is as per the Remuneration policy of the Company.

The details as required pursuant to provisions of sub-rule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment and re-enactment thereof) and forming part of this report is given in separate annexure to this Report.

The said annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company or via email to longviewteacolimited@gmail.com. The aforesaid annexure is also available for inspection by the Members at the Registered office of the Company, twenty one days before the 146^th Annual General Meeting and up to the date of the said Annual General Meeting during business hours on working days.

Further none of the employee was drawing in excess of the limits laid down in Rule 5(2) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 which needs to be disclosed in the directors report.

Also, none of the employees listed in the said Annexure is a relative of any Director of the Company.

NUMBER OF MEETINGS OF BOARD

Subject to the disclosure and note given at the beginning of this report, the Board of Directors hereby clarify that the details of the meetings and the attendance of the erstwhile directors in such meetings, prior to December, 2024 is not available as the same has not been handed over by the previous management team and the matter for recovery of the records is sub judice with NCLT, Kolkata.

Since December, 2024, during the year 2024-25, 3 (Three) Board Meetings were held. The details regarding the dates of such Board Meetings along with the attendance of directors therein is provided hereunder:

Date of Board Meeting	No. of Directors entitled	Attendance of Directors
30.12.2024	1	1
06.01.2025	3	3
01.02.2025	3	3

Apart from the Board meetings, as per the provisions of Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the company was held on 01.02.2025 which was attended by both the Independent Directors.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following are the criteria for evaluation:

a. Criteria for evaluation of the Board of Directors as a whole: i. The Frequency of Meetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow and quantity of Information from the Management to the Board v. Number of Committees and their role. vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors; i. Experience and ability to contribute to the decision making process ii. Problem solving approach and guidance to the Management iii. Attendance and Participation in the Meetings iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate

Governance

The Independent Directors had met separately on 01.02.2025 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The Directors express their satisfaction with the evaluation process.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture, or Associate Company.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. V Singhi & Associates (Firm Registration No. 311017E), Statutory Auditors, were re-appointed as Statutory Auditor of the Company at the Annual General Meeting of the Company held on 29^th June, 2022 to hold office until the conclusion of the Annual General Meeting to be held in the year 2027.

The replies to reservations and disclaimers made by the Statutory Auditor in their report is as follows:

S. No.		Audit Observation		Management Replies
1.		As described in Note 36(a) of the Financial	The management wishes to submit that
		Statements, on account of pending outcome of	although	bank accounts and most of the
		the ongoing proceedings before the National	regulatory portals are accessible, internal
		Company Law Tribunal ("NCLT") and	records,	books of accounts, statutory
	pending receipts of any final order of NCLT in		records, etc, are still not available as they
	respect of complaints under Section 241 read		have not been handed over by the previous
	with Section 242 of the Companies Act, 2013,		management. Such non-availability of
	and pending decision of the Registrar of		information and continued non-cooperation
	Companies on the Company's reply to its show		by the erstwhile management caused serious
	cause notice issued under section 206 of the		delays in the preparation of financial results
	Act, we are unable to express any opinion in		and inability to provide sufficient audit
	this respect till the receipt of the final orders in		evidence to the auditors as well. As a result,
	these cases. We are unable to comment on the		the correctness of certain balances and
	possible adjustments and /or disclosures, if		transactions could not be independently
	any, that may be required to be made in the		verified and have been presented based on
	Financial Statements in respect of this matter.		the best available information.
	We will continue to evaluate the impact of this
	matter on our opinion based on any changes in		It is pertinent to mention that since the exit
	circumstances or additional information that		of Mr. Yashwant Kumar Daga and his
	may become available.		accomplices from the company, he has been
2.	As described in Note 36(b) of the Financial		unlawfully withholding all the statutory
	Statements, we were unable to obtain sufficient		records and data of the company, including
	information, documents, Registers of		but not limited to, the historical books of
	Company, Records, Books and Papers and		accounts, all statutory books and registers of
	Books of Account and other relevant		the company, Minutes books of all statutory
	documents and statutory records necessary for		meetings and allied documents, the login
	preparation of the Financial Statements which		and working credentials of various
	would have a significant impact on the		government and regulatory portals such as
	financial statements and results. This limitation		NSDL, CDSL, SCORES, etc. The promoters
	creates material uncertainty regarding the		of the company namely Mr. Pradip Kumar
	accuracy and completeness of key elements,		Daga and Mrs. Asha Devi Daga have
	including the company's financial position,		initiated proceedings under Section 241 and
	performance and cash flows and inability to		242 of the Companies Act, 2013 before the
	obtain sufficient appropriate audit evidence,		Hon'ble NCLT, Kolkata Bench for several
	imposed limitation or circumstances beyond		acts of mismanagement and oppression
	the control of the management. As a result, the		perpetrated by the former management
	reported figures may not fully reflect the		including the Independent Directors and
	company's actual financial condition and the		KMPs who were looking after the
	lack of information may have significant		management of the Company, praying for
	impact on the Financial Statements		direction for handing over the documents
3.	We draw attention to Note 36(c) of the		and records of the Company and for other
	Financial Statements with respect to certain		orders.
	balances relating to deposits, loans and
	advances, including those from the related		In the said proceedings, the Hon'ble NCLT
	parties which are subject to reconciliation and		has passed an interim order dated
	confirmation. These balances have been		29.04.2025 directing Mr. Y K Daga and
	presented based on management's best		other parties not to destroy or erase, the
	estimate. In the absence of such reconciliations		record of book of account, computer data
	and confirmations, the impact, if any, is		and register of the company without prior
	currently unascertainable and therefore not		permission of NCLT.
	commented upon.

All the other comments and remarks of the statutory auditors are self explanatory and needs no further clarification from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013, the Company had appointed Shri Pravin Kumar Drolia, Proprietor of Drolia & Co. (Company Sectary in whole time Practice) for conducting the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report submitted by him in the prescribed form MR-3 is attached as Annexure 3 and forms part of this report. The reply to qualifications/ observation/ remarks are provided as Annexure 3-A.

COST AUDIT

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the requirements for the appointment of the Cost Auditors and the cost audit report are not applicable to the company during the financial year.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary or associate. Hence the provisions regarding preparation of Consolidated financial statements are not applicable to the company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Board has approved and implemented Risk Management Policy of the Company including identification and element of risks. Your Directors periodically reviews and identifies the element of risk, if any, which may threaten the existence of the Company. During the year no risk existed which may threaten the existence of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2024-25 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is NIL. There was no non-compliance of requirement of Chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUSAND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

However, the promoters of the company namely Mr. Pradip Kumar Daga and Mrs. Asha Devi Daga have initiated proceedings under Section 241 and 242 of the Companies Act, 2013 before the Hon'ble NCLT, Kolkata Bench for several acts of mismanagement and oppression perpetrated by the former management including the Independent Directors and KMPs who were looking after the management of the Company.

In the said proceedings, the Hon'ble NCLT has passed an interim order dated 29.04.2025 directing Mr. Y

K Daga and other parties not to destroy or erase, the record of book of account, computer data and register of the company without prior permission of NCLT.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards on meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are communicated to the Independent Directors from time to time and are available on the website of the company.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 the Board of Directors have carried out the performance evaluation for the Board, Committees of the Board, Individual Directors of the Company for the Financial Year ended 31st March, 2025.

The Board of Directors expressed their satisfaction with the evaluation process. Performance Evaluation of Independent Directors were done by the entire Board excluding the Independent Director being evaluated.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility were not applicable to the company during the financial year 2024-25.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.longviewtea.co.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments given/ done by the company during the financial year under the provisions of Section 186 of the Companies Act, 2013, and the amounts outstanding thereof as at the closure of the financial year (inclusive of the interest thereon) are disclosed in the audited financial statements of the company forming part of this Annual report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were at arm's length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required Members' approval.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. The detail of related party transactions are available in Note 30 of the audited Financial statements attached with this report.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of and also in terms of Regulation 4 (2) (d) and Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism of the company can be accessed from the website of the company can be accessed at www.longviewtea.co.in.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) with respect to Directors' Responsibility Statement, the Board hereby confirms and submits that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and of the profit and loss of the company for that period; (c) the directors had 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; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports, the Company's Equity Shares are in compulsory

Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 72.72% of the shares of the Company are already in dematerialized form. M/s Maheshwari Datamatics Private Limited is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro, Small & Medium Enterprises as on 31^st March, 2025.

ONE TIME SETTLEMENTS

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.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients, Bankers, Statutory Authorities and Employees of the company for their continued support & co-operation.

ANNEXURE- 1

EXTRACTS OF NOMINATION AND REMUNERATION POLICY

Objective and Purpose of the Policy:

? To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration. ? To formulate the criteria for determining qualifications, positive attributes and independence of a director.

? To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry to which the Company belongs. ? To carry out evaluation of the performance of Directors. ? To provide them reward, linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

? To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Applicability:

The Policy is applicable to Directors (Executive and Non- Executive), Key Managerial Personnel (KMP) and Senior Management Personnel

Matters To Be Dealt With, Perused And Recommended To The Board By The Nomination and Remuneration Committee:

The Committee shall:

? Formulate the criteria for determining qualifications, positive attributes and independence of a director. ? For every appointment of independent director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates. ? Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy and recommend to the Board, their appointment and removal ? Carry out the evaluation of performance of Directors. ? Recommend to the Board, a policy relating to remuneration for the directors, KMP and other employees and recommend to the Board, amendments to such policy as and when required. ? Recommend to the Board, all remuneration, in whatever form, payable to senior management.

Guiding Principles For Appointment And Removal

? Remuneration policy and arrangements for Directors, KMPs and Senior Management Personnel, shall be determined by the Committee on the basis of Company's financial position, pay and employment conditions prevailing in peer companies or elsewhere in competitive market to ensure that the remuneration and the other terms of employment shall be competitive to ensure that the Company can attract, retain and motivate competent executives

? Remuneration packages may be composed of fixed and incentive pay depending on short and long term performance objectives appropriate to the working of the Company. ? The Committee considers that a successful remuneration policy must ensure that a significant part of the remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.

Remuneration

3. The remuneration / compensation / commission etc. to the Directors will be determined by the Committee. It shall be fixed as per the statutory provisions of the Companies Act, 2013 and the rules made there under for the time being in force and in accordance with and subject to the relevant provisions of the Articles of Association of the Company. The Committee shall recommend the remuneration / compensation /commission etc. to be paid to the Directors to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

4. Increments to the existing remuneration / compensation structure of the Directors may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of managerial person.

5. The Non- Executive / Independent Directors may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed such amount as may be prescribed by the Central Government from time to time.

6. Commission to Non-executive Directors may be paid within the monetary limit approved by shareholders, as per the applicable provisions of the Companies Act, 2013.

7. The remuneration / compensation / commission etc. to the KMP and Senior Management Personnel will be determined based on the Company's financial position, trends and practices on remuneration prevailing in peer companies, in the industry to which the company belongs and performance of such KMP and Senior Management Personnel.

8. Where any insurance is taken by the Company on behalf of its Whole-time Director, Managing Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

9. An Independent Director shall not be entitled to any stock option of the Company.