Longview Tea Company Ltd Management Discussions

INDUSTRY STRUCTURE & DEVELOPMENT:

The Company is mainly engaged in the business of trading of Commodities (tea, ferrous and non-ferrous metals). The Company is also dealing and investing in shares and securities and has interest income from loans and advances.

OPPORTUNITIES, THREATS, OUTLOOKS AND RISKS:

The global economy is continuing growing at a modest pace. The economic outlook projects steady global GDP growth of 3.1% in 2024, the same as the 3.1% in 2023, followed by a slight pick-up to 3.2% in 2025.The impact of tight monetary conditions continues being felt, but global activity is proving relatively resilient, the decline in inflation continues and private sector confidence is improving.

INTERNAL CONTROL SYSTEM:

The company has effective and adequate internal control system. All the assets of the Company are properly safeguarded and used to their optimum capacity. The system is reviewed and updated by the management periodically. The finding and suggestions of internal control are reviewed by the Board of Directors & Audit Committee and they make sure that internal controls are properly complied with.

RISK AND CONCERNS

Trading business faces risks. Risk is defined as the likelihood of an event and its consequences. Risk management is the practice of using processes, methods and tools for managing these risks. The Company believes that risk management is not a one-off exercise. Continuous monitoring and reviewing are crucial for the success of the risk management approach which ensures that risks have been correctly identified and assessed and the right controls put in place. It is also a way to learn from experience and make improvements. The Company conceives various elements and analyses the Risk involved and take effective steps to reduce the risk against the business of the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATION:

Employer-employee relations remained cordial during the year under review. As on 31^st March, 2025, there were 3 permanent employees on the rolls of the Company.

OTHER KEY INDICATORS

Ratios	2024-25	2023-24	% Increase/
			(Decrease)
Debtors Turnover Ratio	N.A.	N.A.	Nil
Inventory Turnover	N.A.	N.A.	Nil
Current Ratio	80.94%	72.38%	11.83%
Debt Equity Ratio	N.A.	N.A.	Nil
Operating Profit Margin %	0.26	1.57	(83.44%)
Net Profit Margin (%)	17.47%	130.39%	(86.60%)
Change in Net Worth Ratio (%)	0.02	0.08	(75.00%)

The net profit margin for the year ended 31^st March, 2025 has reduced as compared to previous Year due to decrease in the net profit of the company as a result of the disrupted operations due to the reasons as provided above.

CAUTIONARY STATEMENT

Statements made in this Management Discussion and Analysis Report describing the Companys objectives, estimates, expectations or predictions may be forward looking statements, within the meaning of the applicable laws and regulations and have been made in good faith. Many unforeseen factors may come into play and affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

Form No. MR-3

SECRETARIAL AUDIT REPORT for the financial year ended 31^st day of March, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

The Members, LONGVIEW TEA COMPANY LTD, Oswal Chamber, 5^th floor 2, Church Lane, Kolkata-700001.

I have conducted t h e Secr etar ial A u d i t of the compliance of applicable s t at ut or y provisions and t he adherence t o good corporate practices by LONGVIEW TEA COMPANY LTD (CIN: L15491WB1879PLC000377) (hereinafter ca l l ed "the Company"). The Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of books, papers, minute books, forms, and returns filed and other records maintained by the LONGVIEW TEA COMPANY LTD, to the extent available with the current management for the period after December 2024, and presented for inspection, and also the information provided by the Company, its officers, and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion the Company has, during the audit period covering the financial year ended 31^st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter as on 31^st March 2025.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st M a r c h , 2025, to the extent available with the current management, according to the provisions of:

I. The Companies Act, 2013(the Act) and the rules m a d e thereunder;

II. The Securities Contracts (Regulation) Act, 1956 and t h e rules made thereunder;

III. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and other regulations as applicable and circulars/ guidelines issued thereunder. IV. The following Regulations (as amended from time to time) and guidelines prescribed under the

Securities and Exchange Board of India Act, 1992 (‘SEBI Act): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended till date; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2 0 1 5 ;

(c) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) are not applicable to the Company for the financial year ended 31-03-2025, as the Company has not undertaken any activities under the said Regulations and Laws: - (a) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; as amended till date (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (f) The Securities and Exchange Board of India (Issue and listing of non-convertibles Redeemable Preference Shares) Regulations, 2013 V. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External commercial borrowing are not applicable during the year under review; VI. The following Industry Specific laws to the extent applicable to the Company as per management perception: a. The Payment of Wages Act, 1936 b. The Minimum Wages Act, 1948 c. Employee State Insurance Act, 1948 d. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 e. The Payment of Bonus Act, 1965 f. The Payment of Gratuity Act, 1972

I have also examined compliance with the applicable clauses of the following:

(i) Provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (ii)Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of

India in respect of holding of Board Meeting and Members meeting,

During the p er i od under r e v i e w the C o mp a ny has c o m p l i e d with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the following instances during certain period of the whole financial year 2024-25:

A. the company had only 1 (one) Director for the period between 14.09.2024 to 30.12.2024 B. there were instances of delays in filling the vacancies in the office of Independent Directors,

Woman Director and Company Secretary.

C. There were instances of delay in submission of quarterly and half yearly result and other disclosures to Stock Exchange, which were attributed to circumstances beyond the control of Management as per declaration made by Board in this regard. The Company has paid all the requisite fine imposed by the Exchange in this regard.

D. During the financial year, the company received a show cause Notice under Section 206 of the

Companies Act, 2013 from ROC, Kolkata. The same was appropriately replied to and no further communication in this regard has been received from the ROC. E. As informed, the statutory records, registers, and books for the period prior to December 2024 has not been handed over by the previous management to the current management. The promoters have instituted a proceeding under Section 241 and 242 of the Companies Act, 2013 for

Oppression and Mismanagement before the Honble National Company Law Tribunal, Kolkata

Bench against the Mr. Y. K. Daga, the former Director of the company and his accomplices praying for direction for handing over the documents and records of the Company and for other orders. The Petition is registered as C.P. No. 46 of 2025. The matter is sub judice.

Except the above, I further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors, Independent Directors, and a Woman Director as on 31^st March 2025. The changes that took place during the year under review in the composition of the Board of Directors as applicable were carried out in compliance with the provisions of the Act.

2. For the meetings held after December, 2024, adequate notice is given to all Directors to schedule the Board meetings. agenda and detailed notes on agenda were sent at least seven days in advance or at shorter notice with the requisite consents, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the Company commesurate w i t h the size and op?rations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines as also represented by the management. All decisions of the Board were unanimous and the same was captured and recorded as part of the Minutes, to the extents made available for inspection for meetings after December, 2024.

I further report that

A. During the year under review, the registered office of the Company was shifted within the local limit of the same city after complying all the provisions in this regard. B. As stated by the management, the time for holding of Annual General meeting for the FY 2024-25 has been extended by the concerned authority by a period of 3 months i.e. up to 31^st December, 2025.

I further report that during the audit period; the Company has not made any:

(i) Public/Right/ Preferential issue of Shares/Debentures/Sweat Equity or any other Security. (ii) Redemption / buy-back of securities. (iii) Major decisions taken by the Members in pursuance to section 180 of the Companies Act, 2013. (iv) Merger /Amalgamation/Reconstruction etc. (v) Foreign technical collaborations.

The Members, LONGVIEW TEA COMPANY LTD, Oswal Chamber, 5^th floor 2, Church Lane, Kolkata-700001.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express as opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required. I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis. The secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ALIGN=RIGHT>of the company was not approved by the shareholders with the

S. No.		Observation of					Management Reply
		Secretarial Auditor
1.		The company had only 1					During the financial year under review, in the previous Annual
		(one) Director			for	the	General Meeting held on 29.08.2024, the resolution proposed for
		period			between		the re-appointment of Mr. Yashwant Kumar Daga as a Director
		14.09.2024				to
		30.12.2024					requisite majority. Accordingly, he ceased to be a Director of the
							company w.e.f. 30.08.2024. However, the said Mr. Yashwant
2.		There were instances of					Kumar Daga organized a serious act against the company by
		delays	in	filling		the	orchestrating the resignation of all erstwhile Independent
		vacancies in the office of					Directors and Key Managerial Personnel (KMPs) of the
		Independent		Directors,			company, who, despite holding such crucial positions, abruptly
		Woman	Director			and	and unlawfully resigned within a span of a few days without any
		Company Secretary					prior intimations or without handing over any records/
							information to the continuing director.
							As a result of such abrupt disruption in the core managements
							team of the company, the operations suffered a major set back 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.
							The said vacancies in the office of the Directors including woman
							director and the Company Secretary were filled at the earliest
							possible timeline. However, the slight delays were entirely
							circumstantial and unintentional on the part of the current
							management.
3.		There were instances of					The management wishes to submit that although bank accounts
		delay in submission of					and most of the regulatory portals are accessible, internal records,
		quarterly and half yearly					books of accounts, statutory records, etc, are still not available as
		result	and		other		they have not been handed over by the previous management.
		disclosures		to	Stock		Such non-availability of information and continued non-
		Exchange, which were					cooperation by the erstwhile management caused serious delays
		attributed				to	in the preparation of financial results and inability to provide
		circumstances			beyond		sufficient audit evidence to the auditors as well.
		the	control			of
		Management		as		per	It is pertinent to mention that upon the exit of Mr. Yashwant
		declaration		made		by	Kumar Daga and his accomplices from the company, he has been
		Board in this regard. The					unlawfully withholding all the statutory records and data of the
		Company has paid all the					company, including but not limited to, the historical books of
		requisite fine imposed by					accounts, all statutory books and registers of the company,
		the Exchange			in	this	Minutes books of all statutory meetings and allied documents, the
		regard					login and working credentials of various government and
							regulatory portals such as NSDL, CDSL, SCORES, etc. The
4.		During	the	financial			promoters of the company namely Mr. Pradip Kumar Daga and
		year,	the	company			Mrs. Asha Devi Daga have initiated proceedings under Section
		received	a show cause				241 and 242 of the Companies Act, 2013 before the Honble
		Notice under Section 206					NCLT, Kolkata Bench for several acts of mismanagement and
	of the Companies Act,						oppression perpetrated by the former management including the
	2013 from ROC,						Independent Directors and KMPs who were looking after the
	Kolkata. The same was						management of the Company, praying for direction for handing
	appropriately replied to						over the documents and records of the Company and for other
	and no further						orders.
	communication in this
	regard has been received						In the said proceedings, the Honble NCLT has passed an interim
	from the ROC						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
5.	As informed, the						data and register of the company without prior permission of
	statutory records,						NCLT. The said proceeding is at present pending before the
	registers, and books for						Honble NCLT.
	the period prior to
	December 2024 has not						In view of the aforesaid facts and in the absence of the historical
	been handed over by the						statutory records and registers for the complete period due to non-
	previous management to						co-operation of the erstwhile management as stated above, all the
	the current management.						details and disclosures with respect to the events have been
	The promoters have						provided only for the period from December, 2024 onwards.
	instituted a proceeding
	under Section 241 and
	242 of the Companies
	Act, 2013 for Oppression
	and Mismanagement
	before the Honble
	National Company Law
	Tribunal, Kolkata Bench
	against the Mr. Y. K.
	Daga, the former
	Director of the company
	and his accomplices
	praying for direction for
	handing over the
	documents and records
	of the Company and for
	other orders. The Petition
	is registered as C.P. No.
	46 of 2025. The matter is
	sub judice

NON APPLICABILITY OF SUBMISSION OF REPORT ON CORPORATE GOVERNANCE AS PER EXEMPTION GIVEN IN REGULATION 15 (2) (A) OF CHAPTER IV OF SEBI (LODR) REGULATIONS, 2015

To

The Members of

Longview Tea Co. Limited

This is to certify that in terms of Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions regarding Corporate Governance under the LODR regulations are not applicable to the company Longview tea Co Limited during the financial year ended on 31.03.2025 since, the paid up share capital of the company is less than Rs. 10.00 Crores and the Networth of the company has been less than Rs. 25.00 Crores for the previous financial years as per the Audited financial statements and as on the financial year ended on March 31, 2025.

DECLARATION BY THE MANAGING DIRECTOR UNDER SCHEDULE V OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To,

The members of

Longview Tea Co Limited

I, Shantanu Daga, Chief Executive Officer of Longview Tea Co Limited declare that all the members of the Board of Directors and Senior management personnel have affirmed compliance with the Code of Conduct for the year ended 31^st March, 2025.