Directors Report of Longview Tea Company Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting before you their 146^th Annual 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 & compliance Officer	05.09.2024

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 Director/ KMP	Designation	Date of appointment
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 Officer	06.01.2025
6.	Mr. Kuldeep Singh Rathore	Independent Director (Additional)	15.09.2025

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) (Appointedas chairman of AC w.e.f. 06.01.2025)	1	1
Ms. Navpreet Kaur (Member) (Appointed as member of AC w.e.f. 06.01.2025)	1	1
Mr. Pradip Kumar Daga (Appointed as member of AC w.e.f. 06.01.2025)	1	1

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

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.	No. of cases pending as the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end of the financial year under review	Number of cases pending for more than ninety days
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/EMPL OYEES

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 [email protected]. 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 Director''s 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:

	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. We will continue to evaluate the impact of this	the best available information.
	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 balances relating to deposits, loans and	orders.
	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 commented upon.	permission of NCLT.

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 COMPANY''S
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 Company''s 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.

Date: 27.10.2025
Place: Chandigarh

By order of the Board of Directors
For LONGVIEW TEA CO LTD

Pradip Kumar Daga
Chairman
DIN: 00040692

---

Mar 31, 2024

We have pleasure in presenting the Annual Report together with the Financial Statements of the Company for
the year ended 31^st March, 2024.

Financial Results

The financial performance of the Company is summarized herein below:

(Amount in Rs.''000)

Particulars	31st March, 2024	31st March, 2023
Profit before Finance Cost, Depreciation andAmortization & Tax	18748.05	1027.06
less: finance cost	41.06	41.90
Depreciation and amortization	409.96	355.27
Profit/ (Loss) before Tax	18297.03	629.89
Less:tax expense
Current tax	2854.34	2613.08
For earlier years	(1320.44)	-
Deferred tax	1549.10	(348.50)
Profit/(Loss) for the year	15214.03	(1634.69)
Other Comprehensive Income	129.57	(55.80)
Total Comprehensive Income for the year	15343.60	(1690.49)

Review of Operations

Revenues with other income for financial year ended 31^st March, 2024 stood at Rs. 3,42,29,691/- and profit
before tax at Rs. 1,82,97,036.94/- and profit for the year after tax was Rs. 1,52,14,040.47/-.

Dividend & Reserves

To conserve the resources of the Company, no dividend is recommended for the Financial Year under reference
and the Company has not transferred any amount to the General Reserve during the financial year ended
31^st March, 2024. Subsidiaries/Associate Companies The Company does not have any Subsidiary or Associate
Company.

Directors & KMP

The Board consists of non-executive directors including independent directors who have wide and varied
experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company read with section 150, 152 of the Companies Act, 2013, Shri
Yashwant Kumar Daga (DIN:00040632), is retiring by rotation at the ensuing Annual General Meeting and being
eligible offered himself for re-appointment. The Board recommends his re-appointment to the members of the
Company in the ensuing Annual General Meeting.

Smt. Santosh Devi Mall (Din: 07094393) Non-Executive Non-Independent Director, has resigned from the
directorship of the Company w.e.f. April 06, 2023.

Based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held
on 6^th April, 2023 had approved the appointment of Smt. Sujata Pandey as Company Secretary and Compliance
Officer (Key Managerial Personnel) w.e.f. 6^th April, 2023.

The brief resume and other details relating to the Directors, who are to be appointed/ re-appointed as required
under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) and Secretarial Standard on General Meetings (SS-2) are provided in the Notice of the
Annual General Meeting forming part of the Annual Report.

Declaration from Independent Directors

All Independent directors have submitted their declaration under section 149(7) of the Companies Act, 2013
that they meet the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015.

Nomination & Remuneration Policy

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation
19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors,
Key Managerial Personnel and senior management and the said policy was amended from time to time. The
detail of the said policy is annexed herewith and marked as Annexure I forming part of this report. The complete
policy is available at the website of the Company at http://longviewtea.org/investor/Nomination%20&%20
Remuneration%20Policy..pdf

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 have been followed along
with proper explanation relating to material departures;

(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records
for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) 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,

(f) 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.

Number of Board Meetings

During the year five Board meetings were held on 06.04.2023, 20.04.2023, 13.07.2023, 01.11.2023, 11.01.2024
in respect of which proper notices were given and the proceedings were duly recorded in the minutes book
maintained for the purpose. The intervening gap between any two consecutive meetings did not exceed
the gap of 120 days as prescribed by the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure
Requirements), Regulations 2015. The details of attendance of the directors at the Board Meetings during the

year 2023-2024 is given hereunder:

Name	Number of meetings attended
Pradip Kumar Daga	1
Yashwant Kumar Daga	5
Bajrang Agarwal	5
Hemlata Jhajharia	5

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held
on 11^th January 2024 without the attendance of non-independent Directors and members of the management
to review the performance of Non-Independent Directors and the Board as whole. The Independent Directors
also reviewed the quality, content and timeliness of the flow of information between the Management and the
Board and its'' Committees which is necessary to effectively and reasonably perform and discharge their dues.

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, 2024.

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.

Internal Financial Control 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.

Corporate Governance & Management Discussion & Analysis

The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore and Networth not exceeding
Rs. 25 crore and hence as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the
Company. Thus, a report on Corporate Governance does not form part of this report.

Pursuant to SEBI Listing Regulations, report on Management Discussion and Analysis has been enclosed as part
of Board''s Report.

Auditors'' and their 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 Auditors Report does not
contain any reservations, qualifications, or adverse remarks and are self-explanatory.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company had appointed Shri Pravin
Kumar Drolia, Proprietor of Drolia & Co.( Company Sectary in whole time Pratice) for conducting the Secretarial
Audit of the Company for the financial year 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of
the Companies Act, 2013, for the financial year ended 31^st March, 2024 is given in Annexure II attached hereto
and forms part of this report.

The Secretarial Audit report for the financial year ended 31^st March, 2024 does not contain any reservation,
qualification or adverse remarks and forms part of the Board''s Report.

Cost Audit

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013, is not required by the Company.

Audit Committee

The Audit Committee of the Company was constituted by Board. The Committee comprises of Shri Bajrang
Agarwal as Chairman, Shri Pradip Kumar Daga, & Smt. Hemlata Jhajharia as Members. The Company Secretary
is the Secretary of the Committee. During the year, there are no instances where the Board had not accepted
the recommendations of the Audit Committee

Vigil Mechanism /Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy for the directors and employees to
report genuine concerns about instance of any irregularity, unethical or improper practices and/ or misconduct
by means of Protected Disclosure to the Vigilance and Ethics Officer or the Chairman of the Audit Committee.
The details of the vigil mechanism are also available on the Company''s website at http://longviewtea.org/
investor/Vigil%20Mechanism.pdf

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.

Corporate Social Responsibility

The Company is not falling in any of the criteria provided under the provisions of Section 135 of the Companies
Act, 2013, for forming the Corporate Social Responsibility Committee, therefore, such committee has not been
formed by the Company and the requirement of clause (o) of sub-section (3) of Section 134 of the said act are
not applicable to the Company

Deposits

The Company has not accepted any deposit from the Public and as such there are no outstanding deposits in
terms of the Chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Loans, Guarantees & Investments

The particulars of loans, guarantees and investments have been disclosed in the notes to the financial
statements of the Company.

Related Parties Transactions

All related party transactions entered during the financial year were in ordinary course of business and on
arm''s length basis. There have been no transactions with the related parties during the financial year which
were in conflict with the interests of the Company. There have been no materially significant related party
transactions between the Company and the Directors, the management or relative except for those disclosed
in the financial statements. Therefore, Form AOC-2 is not applicable. Suitable disclosures as required by the
Accounting Standard (Ind AS - 24) has been made in the notes to the Financial Statements.

Change in the Nature of Business

No change has been made in nature of business carried out by the Company during the financial year 2023-24.
Material Changes Affecting Financial Position of the Company

No material Changes or commitments, affecting the financial position of the Company have occurred between
the end of the financial year of the Company, to which the financial statements relate i.e. 31^st March, 2024 and
date of Board''s Report.

Significant and Material Orders Passed By the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern
status of the Company and its future operations.

Conservation of Energy, Research and Development, Technology Absorptions and Foreign Exchange
Earnings and 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

Particulars of Remuneration of Managerial Personnel and Employees and Related Disclosure

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below.

a. Ratio of remuneration of each director to the median remuneration of the employees of the Company for
the financial year: None of the Director is being paid remuneration except the sitting fees.

b. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer, Company
Secretary in the financial year 2023-2024:

S l . No.	Name	Designation	%increase in remuneration in the FY 2023-24
1.	Shri Joydeep Pattanayak	Chief Executive Officer	10.71
2.	Smt. Sujata Pandey	Company Secretary	-1
3.	Shri Vikas Joshi	Chief Financial Officer	18.88

e. Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Nil because there are no other employees in the Company other than the key
managerial personnel.

f. 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. The aforesaid
annexure is also available for inspection by the Members at the Registered office of the Company, twenty-
one days before the 145^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. None
of the employees hold (by himself/herself or along with his/her spouse and dependent children) equity
shares of the Company.

Internal Complaint Committee

The Company is committed to provide a safe and conducive work environment to its employees. Due to
having less than 10 workers, Internal Complaint Committee has not been constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Also the Company
has not received any complaint under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, during the year.

Extract of the Annual Return

Pursuant to section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as
on March 31,2024 is available on the Company''s website at http://longviewtea.org/investor/Annual%20
Return_2024.pdf

Compliance with Secretarial Standards

The Company has complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and cooperation received
from the Members and employees during the year under review.

For and on behalf of the Board of Directors

Place: Kolkata Yashwant Kumar Daga Bajrang Agarwal

Dated: 03/05/2024 Director Director

(DIN: 00040632) (DIN:01017092)

1

Sujata Pandey was appointed as Company Secretary & Compliance Officer, w.e.f. April 06, 2023 i.e. during
the financial year 2023-24, hence, percentage increase is not applicable .

c. Percentage increase in the median remuneration of employees in the financial year : 10.71%

d. Number of permanent employees on the rolls of the Company: 3

---

Mar 31, 2014

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report together with the Audited Financial Statement of the Company for the year ended 31st March, 2014.

(Amount in Rs.) FINANCIAL RESULTS Year ended Year ended 31-03-2014 31-03-2013

Profit/(Loss) before Tax 42,11,333 84,28,590

Less: Provision for Taxation 8,02,500 16,06,100

Profit after Tax 34,08,833 68,22,490

Balance of Loss brought forward from Previous year (61,08,051) (1,29,30,541)

Balance of Loss carried over (26,99,218) (61,08,051)

DIVIDEND :

In view of the accumulated losses, your Directors do not recommend for payment of any dividend on shares for the year ended 31st March, 2014.

REVIEW OF OPERATIONS :

Your company is engaged in the business of trading of tea and ferrous metals and surplus funds as generated from such activity being deployed in suitable investment from time to time . The current year''s performance is expected to be in same line as that of the previous year.

DIRECTORS :

Mr. Yashwant Kumar Daga retires by rotation u/s 152 of The Companies Act, 2013 and offers himself for reappointment.

In terms of provisions of Section 149 of The Companies Act, 2013 and SEBI circular dated 17/4/2014 on Corporate Governance it is proposed to appoint Shri Durga Prasad Birla and Shri Manoj Kumar Agrawal , respectively , both Non Executive Directors at present holding office of Director as per erstwhile Companies Act, 1956, as Independent Director for a period of five years from 1st October, 2014 to 30th September, 2019.

AUDITORS AND AUDITORS REPORT :

The retiring auditors M/s Lodha & Company, Chartered Accountants , Kolkata retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for reappointment. In terms of the provisions of section 139 of The Companies Act, 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 the Board of Directors have resolved to recommend their reappointment as Statutory Auditors to the members at the ensuing Annual General Meeting.

The notes appended to the accounts and referred in the Report of the Auditors are all self explanatory and do not warrant any further explanation.

SECRETARIAL COMPLIANCE CERTIFICATE :

In terms of the General circular 8/2014 bearing no. 1/19/2013-CL-V dated 1/4/2014 of the Ministry of Corporate Affairs, the Secretarial Compliance Certificate issued by Practicing Company Secretary , in respect of financial year ended 31.03.2014, forming part of this Report, is annexed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT :

A report on Corporate Governance for the financial year ended 31.03.2014 and Management Discussion and Analysis Report as per clause 49 of the Listing Agreement are attached and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm:

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for the period.

3. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION :

Your company not being engaged in manufacturing operations, the particulars required under Section 217(1)(e) of The Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS REGARDING EMPLOYEES REMUNERATION :

As there was no employee drawing remuneration specified in Section 217(2A) of The Companies Act, 1956, the said particulars are not applicable.

LISTING FEES :

The shares of the company are listed in Bombay, Delhi and Calcutta Stock Exchange respectively and listing fees for the financial year 2014-2015 have been paid to the respective stock exchange.

ACKNOWLEDGEMENT :

Your Directors record their appreciation of the assistance and cooperation extended to the company by the bankers and other authorities. Your Directors are also thankful to all the employees for their devoted efforts.

For and on behalf of the Board Pradip Kumar Daga Durga Prasad Birla (DIN 00040692) (DIN 00066622) Place : Kolkata Yashwant Kumar Daga Manoj Kumar Agrawal (DIN 00040632) (DIN 00067194) Dated : 30th May, 2014 Directors Directors

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Mar 31, 2013

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report along with the Audited Accounts of the Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rs)

Profit /(Loss) before Tax 84,28,590

Tax 16,06,100

Profit after Tax 68,22,490

Balance brought forward from previous year (1,29,30,541)

Balance Carried Forward (61,08,051)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend any dividend. REVIEW OF OPERATION

Your Company is engaged in the trading activity of tea and ferrous metals and surplus funds of the Company has been invested in inter-corporate deposits and shares of the bodies corporate. The current year performance is expected to be in line with the previous year.

DIRECTORS

Shri Pradip Kumar Daga and Shri Durga Prasad Birla retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment,.

AUDITORS AND AUDITORS'' REPORT

The retiring auditors M/s Lodha & Co., Chartered Accountants, Kolkata retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The notes appended to the accounts and referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments or explanations.

COMPLIANCE CERTIFICATE

As prescribed under Companies (Compliance certificates) Rules,2001, compliance certificate from a practicing company secretary has been obtained and annexed to this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A report on Corporate Governance and Management Discussion and Analysis as per Clause 49 of the Listing Agreement with Stock Exchange is attached to the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/Loss of the Company for that period.

3. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION

Since the Company is not into any manufacturing activities at present, particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration prescribed under the provisions of Section 217(2A) and rules framed there under.

LISTING FEES

Your Company is listed on Calcutta, Bombay and Delhi Stock Exchanges and listing fees of the exchanges for the year 2013-14 have been paid.

ACKNOWLEDGEMENT

Your Directors record their appreciation of assistance and co-operation extended to the Company by the bankers and other authorities. Your Directors are also thankful to all the employees for their co- operation and devoted efforts.

P. K. DAGA

Regd. Office : Y K DAGA

16, Hare Street, M. K. AGARWAL

Kolkata - 700 001 D. P. BIRLA

Dated : 30th May, 2013 Directors

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Mar 31, 2012

The Directors are pleased to present the Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

Particulars (Rs.)

Profit/(Loss) before Tax 8,088,900

Tax 1,541,300

Profit after Tax 6,547,600

Balance brought forward from previous year (19,478,141)

Balance Carried Forward (12,930,541)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend any dividend.

DIRECTORS

Shri Manoj Kumar Agarwal retires at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS AND AUDITORS' REPORT

The retiring auditors M/s Lodha & Co., Chartered Accountants, Kolkata retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The notes appended to the accounts and referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments or explanations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A report on Corporate Governance and Management Discussion and Analysis as per Clause 49 of the Listing Agreement with Stock Exchange is attached to the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for that period.

3. That Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION

Since the Company is not into any manufacturing activities at present, particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration prescribed under the provisions of Section 217(2A) and rules framed there under.

ACKNOWLEDGEMENT

Your Directors record their appreciation of assistance and co-operation extended to the Company by the bankers and other authorities. Your Directors are also thankful to all the employees for their co-operation and devoted efforts.

Regd. Office : P. K. DAGA

16, Hare Street, D. P. BIRLA

Kolkata - 700 001 M. K. AGARWAL

Dated : 29th May, 2012 Directors