The Directors present Annual Report of Longspur International Ventures Limited on Business and Operations of theCompany along with Audited Financial Statements for the year ended on 31st March, 2025.
Financial Results
Particulars
Year Ended31/03/2025
Year Ended31/03/2024
Income
942.01
470.19
Less- Expenditure
851.46
404.40
Profit before Depreciation
90.55
65.79
Less: Depreciation
8.91
(2.52)
Profit after Depreciation & Before T ax
81.64
63.27
Less: Current Year Tax
19.93
17.53
Deferred Tax Liability
0.62
(0.43)
Less: Tax (Income Tax) paid for earlier period
-
Profit/loss after T ax
60.48
45.31
Add: Other Comprehensive Income
Total Comprehensive Income
Paid up Equity Share Capital
1365.00
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (inRs.)
0.44
0.33
During the year Company has earned the income of Rs 942.01 Lakhs compared to 470.19 lakhs in the previous year. TheNet Profit/loss after Tax stood at Rs. 60.48 lakhs as Compared to Rs. 45.31 lakhs in the previous year.
With a view to strengthen the financial position of the Company, Directors did not recommend any dividend for thefinancial year 2024-25.
The company has not transferred any amount to the general reserve or any other reserves during the year 2024-25.FINANCE
Cash and cash equivalent as at 31st March, 2025 is 0.08 & Bank balance other than cash & cash equivalent is Rs. 27.98.The Company continues to focus on management of its working capital, receivables, and inventories. The other workingcapital parameters are kept under continuous monitoring.
The name of the company has changed from Confidence Finance and Trading Limited to Longspur International VenturesLimited and certificate to that was issued by Registrar on 18th January, 2024.
There are no major changes in the Business of the Company.
The Company does not have any significant Business activity other than that of Capital Market Operations, Interestincome and Trading of Goods.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concernstatus and Company's operations in future.
The Company has no Subsidiary/Associate and Joint Venture Companies during period under review.
The Company has not made any investment in Joint Venture during the period under review.
The paid up Equity Share Capital as on 31st March, 2025 was Rs. 1365 Lakhs divided into 136.5 Lakhs equity shares ofRs.10/- each. During the year under review, the Company has not issued shares with differential voting rights or grantedstock options or sweat equity.
The Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31stMarch, 2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act, 2013 and the Rules made there under:
Sr. No
Amount in Rs.
1.
Details of Deposits accepted during the year
N.A
2.
Deposits remaining unpaid or unclaimed at the end of the year
3.
Default in repayment of depositsAt the beginning of the yearMaximum during the yearAt the end of the year
4.
Deposits not in compliance with law
5.
NCLT/ NCLAT orders w.r.t. depositors for extension of time and penaltyimposed
The Particulars of Loans or Advances or Investments made under Section 186 of the Act are furnished in FinancialStatement's notes to account forming part of Annual Report.
Your Company has always believed that Human Resource is the most important resource and continues to work for itsdevelopment. The functioning and activities were further aligned to Company's Business objectives. The HumanResource Development activities focused on multi-skill training, performance and improvement etc.
The Company has adequate Key Managerial Personnel's as per requirements of section 203 of the Companies Act, 2013as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnel's during the yearunder review except:
1) Appointmnet of Mr Manish Rajendra Saklecha(Din: 11282507) as a director and Independent Director for a perod offive years;
2) Appointmnet of Ms. Jyoti Bansal (Din: 08489503) as a director and Independent Director for a perod of five years;
3) Re-Appointment Of Shri Manoj Naginlal Jain (DIN:00165280) as the Managing Director of the company for a term of5 years:
Provisons of Section 135 of the Companies Act, 2013, are not applicable to the Company during the period under review.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen atthe Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) hasbeen set up to redresscomplaints received regarding sexual harassment. All employees (permanent, contractual,temporary, trainees) are covered underthis policy. Statement showing the number of complaints filed during thefinancial year and the number of complaints pending as on the end of the financial year is shown as under: -
Category
No. of complaints pending inthe beginning of F.Y. 2024-25
No. of complaints filed duringthe F.Y. 2024-25
No. of Complaints pendingas at the end of F.Y. 2024-25
Sexual Harassment
Nil
Since, there is no complaint received during the year which is appreciable as the management of the companyendeavor efforts to provide safe environment for the female employees of the company.
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has undertaken suitable measures for thedevelopment and implementation of a risk management policy for the Company including identification of elements ofrisk, if any, which in the opinion of the Board may threaten the existence of the Company. At present the Company hasnot identified any element of risk which may threaten the existence of the Company.
The Company has an Internal Control System, commensurate with the size and nature of its operations. During the year,controls were tested and no material weakness in design and operation were observed. These have been designed toprovide reasonable assurance with regard to recording and providing reliable financial and operational information,complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with properauthorisation and ensuring compliance of corporate policies.
The Company has received declaration from all Independent Directors as under in accordance with the provisions ofSection 149 (6) of the Companies Act, 2013, and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and amendments thereto.
The Company has also received confirmation from all the Independent Directors that they have not been disqualifiedunder section 164(2) of the Companies Act, 2013 in any of the Companies, in the previous financial year, and that theyare at present and are free from any disqualification from being a Director. The Independent Directors have alsoconfirmed their compliance with the Code for Independent Directors, as prescribed in Schedule IV to the Companies Act,2013, and the Code of Conduct and Business Ethics for Board Members and Senior Management of the Company.
The Board of directors has carried out an annual evaluation of its own performance, board committees and individualdirectors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements asprescribed by Securities and Exchange Board of India (LODR), Regulations 2015.
Performance evaluation criteria for Board, Committees of the Board and Directors were approved by the Nomination& Remuneration Committee of the Board at its meeting held on 6th January, 2025. Evaluation formats and criteria ofevaluation duly incorporated the criteria and other parameters as suggested by SEBI vide their guidance note onevaluation through their circular dated January 05, 2017. The main criteria on which the evaluations was carried outwere Director's knowledge & expertise, specific competency and professional experience, board engagement and timecommitment.
Performance Evaluation of the Directors:
The Board and the nomination and remuneration committee reviewed the performance of the individual directors onthe basis of the criteria such as the contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. Inaddition, the chairman was also evaluated on the key aspects of his role.
Evaluation of the Board Committees:
The Board evaluated the performance of each of the Board Committees on the following broad categories:
• Mandate and composition
• Effectiveness of the Committee
• Structure of the Committee, its functioning and attendance
• Discussion, quality of agenda and action taken report
• Independence of the Committee from the Board
• Contribution of the Committees to the decisions taken by the Board
• Functioning of the committee in accordance with the terms of reference
The Board opined that the Board Committees' composition, structure, processes and working procedures are well laiddown and that the Board Committees members have adequate expertise drawn from diverse functions, industries andbusiness and bring specific competencies relevant to the Company's business and operations.
In a separate meeting of independent directors held on 6th January, 2025, performance of non-independent directors,performance of the board as a whole and performance of the chairman was evaluated, taking into account the views ofexecutive directors and non-executive directors. The Independent Directors also assessed the quality, quantity andtimeliness of flow of information between the Company management and the Board.
Performance evaluation of independent directors was done by the entire board, excluding the independent Directorbeing evaluated.
The Indian Economy has been one of the fastest growing economies in the World. The focus of the economic policies hasbeen on transforming India into a modern Bharat through economic reforms, demonetization, digitalization in a cleanerand corruption free environment.
Company's agenda for the growth is clearly defined by the management i.e. to understand the financial need of theempowered customers and address those requirements with diversified services with the help of best in class technologyand never compromise on core values namely fairness, integrity and transparency. We believe that the financial industry
in India is moving towards rapid growth and with the aid of digitalization supported by economic prosperity and reformsperformance of the company is certainly expected to reach heights.
In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulateda Policy on Related Party Transactions which is also available on the Company's website at www.longspur.co.in . ThePolicy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee and Board of Directors for review and theirapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactionswhich are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length, if any.
During the year the company had not entered into any contract/ arrangement / transaction with any related partywhich could be considered material in accordance with the policy of the company on materiality of related partytransactions. Thus, disclosure in Form AOC-2 is not required.
Your Directors draw attention of the members to Note 29 to the financial statement, which sets out related partydisclosures.
There is no inflow and outflow of Foreign Exchange during the year under review.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirmsthat:
a. In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and that nomaterial departures have been made from the same:
b. they have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d. they have prepared the Annual Accounts on a going concern basis; and
e. they have laid down Internal Financial Controls for the Company and such Internal Financial Controls are adequateand operating effectively; and
f. they have devised proper systems to ensure Compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively.
Seven (7) Meetings of the Board were held during the year. For details of the Meetings of the Board, please refer to theCorporate Governance Report, which forms part of this report.
The Company's policy on Director's appointment and remuneration and other matters provided in Section 178(3) of theAct has been disclosed in the Corporate Governance Report, which forms part of this report.
The Company had no employee during the year covered under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014.
The Auditors M/s. A K Kocchar & Associates., Chartered Accountants, (F.R.No. 120410W) who were appointed for aterm of 5 (five) consecutive years at the 43rd Annual General Meeting of the Company held on 25th August, 2023 shallhold the office till the conclusion of the 48th Annual General Meeting to be held in the year 2028. As required underRegulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of thecompany takes pleasure in stating that no such observation has been made by the Auditors in their report whichneeds any further explanation by the Board.
The Notes on financial statement referred in the Auditors' Report are self-explanatory and do not call for any furthercomments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s RitikaAgrawal & Associates, Pracitising Company Secretary to undertake the Secretarial Audit of the Company for the year,2024-25. The Report of the Secretarial Audit Report in the Form MR-3 is annexed as "Annexure B”of this Report.
Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needsany explanation by the Board.
Appointment of Secretarial Auditors for the period of 5 (five) consecutive financial years: Pursuant to SEBI (LODR)Amendment Regulation, 2024 and Section 204 of the Companies Act, 2013 Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board ofDirectors appointed M/s Ritika Agrawal and Associates, Company Secretary FCS 8949 and CP 8266 as the SecretarialAuditors of your Company subject to approval of members in ensuing 45th Annual General Meeting for the period offive consecutive financial years starting from 1st April, 2025 to 31st march, 2030 at such remuneration as provided inthe notice of AGM. Written consent was received and proposed Auditors has confirmed that the appointment is inaccordance with the applicable regulations/provisions of the SEBI (LODR) Regulation, 2015, Companies Act, 2013 andrules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as theSecretarial Auditors of your Company for the audit of 5 (five) consecutive financial years i.e. from 1st April, 2025 to31st march, 2030.
Pursuant to Section 138 of Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Manojvipin and Co. [Firm Registration No. 124804W], Chartered Accountants as Internal Auditors of the Company.
The Company is not engaged in manufacturing activities and as such the particulars relating to conservation of energyand technology absorption are not applicable. However, your Company takes every reasonable steps and measures toconserve the energy in the best possible manner on continious basis.
There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) ofthe Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them undersection 143(12) to the Central Government during the year 2024-25.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the CorporateGovernance requirements as set out by The Securities and Exchange Board of Indai (SEBI).The report on CorporateGovernance as stipulated under the SEBI (LODR) Regulations,2015 forms an integral part of this Report. The requisitecertificate from the Auditor confirming compliance with the conditions of Corporate Governance is attachedand isforming the part of Annual Report.
According to the provisions of Section 92(3) of theCompanies Act, 2013, read with Companies (Management andAdministration) Rules, 2014, The Annual Return of the Company has been placed on the website of the Company .
Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the “AnnexureA”none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum or Rs.EightyLakhs Fifty Thousand per month for the part of the year. Therefore, there is no information to disclose in terms of theprovisions of the Companies Act, 2013
The Code of Conduct for the Board of Directors and the Senior Management has been adopted by the Company. TheCode of Conduct has been disclosed on the website of the company at www.longspur.co.in
All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code. AllManagement Staff were given appropriate training in this regard.
The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behaviour,actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Under this policy, theemployees can approach the Company's Compliance Officer and/or Chairman of the Audit Committee. Whistle BlowerPolicy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination bemeted out to any person for a genuinely raised concern. The Whistle Blower Policy of the Company is posted on thewebsite of the Company www.longspur.co.in.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing inthe Company's Shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
The Business Responsibility Reporting as required by Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirments) Regulation, 2015, is not applicable to your Company for the financial year ended March 31, 2025.
The statements made in this Report and Management Discussion and Analysis Report relating to the Company'sobjectives, projections, outlook, expectations and others may be "forward looking statements” within the meaning ofapplicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factorscould make difference to the Company's operations that may be, due to change in government policies, global marketconditions, foreign exchange fluctuations, natural disasters etc.
The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients and all the Employees ofthe Company for extending their support during the year.
Sd/-
Mumbai 400001 MANAGING DIRECTOR
DIN:00165280
Date: 8th September, 2025