The Directors present Annual Report of Longspur International Ventures Limited on Business and Operations of the
Company along with Audited Financial Statements for the year ended on 31st March, 2025.
Financial Results
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Particulars
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Year Ended
31/03/2025
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Year Ended
31/03/2024
|
|
Income
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942.01
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470.19
|
|
Less- Expenditure
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851.46
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404.40
|
|
Profit before Depreciation
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90.55
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65.79
|
|
Less: Depreciation
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8.91
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(2.52)
|
|
Profit after Depreciation & Before T ax
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81.64
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63.27
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Less: Current Year Tax
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19.93
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17.53
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Deferred Tax Liability
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0.62
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(0.43)
|
|
Less: Tax (Income Tax) paid for earlier period
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0.62
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-
|
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Profit/loss after T ax
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60.48
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45.31
|
|
Add: Other Comprehensive Income
|
-
|
-
|
|
Total Comprehensive Income
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60.48
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45.31
|
|
Paid up Equity Share Capital
|
1365.00
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1365.00
|
|
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in
Rs.)
|
0.44
|
0.33
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FINANCIAL HIGHLIGHTS
During the year Company has earned the income of Rs 942.01 Lakhs compared to 470.19 lakhs in the previous year. The
Net Profit/loss after Tax stood at Rs. 60.48 lakhs as Compared to Rs. 45.31 lakhs in the previous year.
DIVIDEND
With a view to strengthen the financial position of the Company, Directors did not recommend any dividend for the
financial year 2024-25.
TRANSFER TO RESERVES
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 working
capital parameters are kept under continuous monitoring.
CHANGE OF NAME OF THE COMPANY
The name of the company has changed from Confidence Finance and Trading Limited to Longspur International Ventures
Limited and certificate to that was issued by Registrar on 18th January, 2024.
CHANGE IN NATURE OF BUSINESS, IF ANY
There are no major changes in the Business of the Company.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR
The Company does not have any significant Business activity other than that of Capital Market Operations, Interest
income and Trading of Goods.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and Company's operations in future.
DETAILS OF SUBSIDIARY/ASSOCIATE AND IOINT VENTURES COMPANIES
The Company has no Subsidiary/Associate and Joint Venture Companies during period under review.
INVESTMENT IN JOINT VENTURES
The Company has not made any investment in Joint Venture during the period under review.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2025 was Rs. 1365 Lakhs divided into 136.5 Lakhs equity shares of
Rs.10/- each. During the year under review, the Company has not issued shares with differential voting rights or granted
stock options or sweat equity.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st
March, 2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the
Chapter V of the Companies Act, 2013 and the Rules made there under:
|
Sr. No
|
Particulars
|
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
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N.A
|
|
3.
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Default in repayment of deposits
At the beginning of the year
Maximum during the year
At the end of the year
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N.A
|
|
4.
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Deposits not in compliance with law
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N.A
|
|
5.
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NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty
imposed
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N.A
|
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
The Particulars of Loans or Advances or Investments made under Section 186 of the Act are furnished in Financial
Statement's notes to account forming part of Annual Report.
HUMAN RESOURCE DEVELOPMENT
Your Company has always believed that Human Resource is the most important resource and continues to work for its
development. The functioning and activities were further aligned to Company's Business objectives. The Human
Resource Development activities focused on multi-skill training, performance and improvement etc.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has adequate Key Managerial Personnel's as per requirements of section 203 of the Companies Act, 2013
as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnel's during the year
under review except:
1) Appointmnet of Mr Manish Rajendra Saklecha(Din: 11282507) as a director and Independent Director for a perod of
five 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 of
5 years:
CORPORATE SOCIAL RESPONSIBILITY fCSR)
Provisons of Section 135 of the Companies Act, 2013, are not applicable to the Company during the period under review.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACEfPrevention. Prohibition & Redressal)
Act, 2013;
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women atthe Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has
been 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 the
financial year and the number of complaints pending as on the end of the financial year is shown as under: -
|
Category
|
No. of complaints pending in
the beginning of F.Y. 2024-25
|
No. of complaints filed during
the F.Y. 2024-25
|
No. of Complaints pending
as at the end of F.Y. 2024-25
|
|
Sexual Harassment
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Nil
|
Nil
|
Nil
|
Since, there is no complaint received during the year which is appreciable as the management of the company
endeavor efforts to provide safe environment for the female employees of the company.
RISK AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has undertaken suitable measures for the
development and implementation of a risk management policy for the Company including identification of elements of
risk, if any, which in the opinion of the Board may threaten the existence of the Company. At present the Company has
not identified any element of risk which may threaten the existence of the Company.
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 to
provide 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 proper
authorisation and ensuring compliance of corporate policies.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declaration from all Independent Directors as under in accordance with the provisions of
Section 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 disqualified
under section 164(2) of the Companies Act, 2013 in any of the Companies, in the previous financial year, and that they
are at present and are free from any disqualification from being a Director. The Independent Directors have also
confirmed 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.
BOARD AND PERFORMANCE EVALUATION
Board Evaluation:
The Board of directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as
prescribed 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 of
evaluation duly incorporated the criteria and other parameters as suggested by SEBI vide their guidance note on
evaluation through their circular dated January 05, 2017. The main criteria on which the evaluations was carried out
were Director's knowledge & expertise, specific competency and professional experience, board engagement and time
commitment.
Performance Evaluation of the Directors:
The Board and the nomination and remuneration committee reviewed the performance of the individual directors on
the basis of the criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, 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 laid
down and that the Board Committees members have adequate expertise drawn from diverse functions, industries and
business and bring specific competencies relevant to the Company's business and operations.
Independent Directors' Evaluation of Non-Independent Directors
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 of
executive directors and non-executive directors. The Independent Directors also assessed the quality, quantity and
timeliness 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 Director
being evaluated.
FUTURE OUTLOOK
The Indian Economy has been one of the fastest growing economies in the World. The focus of the economic policies has
been on transforming India into a modern Bharat through economic reforms, demonetization, digitalization in a cleaner
and corruption free environment.
Company's agenda for the growth is clearly defined by the management i.e. to understand the financial need of the
empowered customers and address those requirements with diversified services with the help of best in class technology
and 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 reforms
performance of the company is certainly expected to reach heights.
RELATED PARTY TRANSACTION
In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated
a Policy on Related Party Transactions which is also available on the Company's website at www.longspur.co.in . The
Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions
between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee and Board of Directors for review and their
approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions
which 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 party
which could be considered material in accordance with the policy of the company on materiality of related party
transactions. 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 party
disclosures.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirms
that:
a. In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and that no
material departures have been made from the same:
b. they 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. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
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 adequate
and operating effectively; and
f. they have devised proper systems to ensure Compliance with the provisions of all applicable laws and such systems
are adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
Seven (7) Meetings of the Board were held during the year. For details of the Meetings of the Board, please refer to the
Corporate Governance Report, which forms part of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Director's appointment and remuneration and other matters provided in Section 178(3) of the
Act has been disclosed in the Corporate Governance Report, which forms part of this report.
PARTICULARS OF EMPLOYEES
The Company had no employee during the year covered under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
AUDITORS
(1) STATUTORY AUDITORS:
The Auditors M/s. A K Kocchar & Associates., Chartered Accountants, (F.R.No. 120410W) who were appointed for a
term of 5 (five) consecutive years at the 43rd Annual General Meeting of the Company held on 25th August, 2023 shall
hold the office till the conclusion of the 48th Annual General Meeting to be held in the year 2028. As required under
Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of the
company takes pleasure in stating that no such observation has been made by the Auditors in their report which
needs 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 further
comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
(2) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
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 Ritika
Agrawal & 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 needs
any 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 (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of
Directors appointed M/s Ritika Agrawal and Associates, Company Secretary FCS 8949 and CP 8266 as the Secretarial
Auditors of your Company subject to approval of members in ensuing 45th Annual General Meeting for the period of
five consecutive financial years starting from 1st April, 2025 to 31st march, 2030 at such remuneration as provided in
the notice of AGM. Written consent was received and proposed Auditors has confirmed that the appointment is in
accordance with the applicable regulations/provisions of the SEBI (LODR) Regulation, 2015, Companies Act, 2013 and
rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the
Secretarial Auditors of your Company for the audit of 5 (five) consecutive financial years i.e. from 1st April, 2025 to
31st march, 2030.
(3) INTERNAL AUDITORS
Pursuant to Section 138 of Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Manoj
vipin and Co. [Firm Registration No. 124804W], Chartered Accountants as Internal Auditors of the Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company is not engaged in manufacturing activities and as such the particulars relating to conservation of energy
and technology absorption are not applicable. However, your Company takes every reasonable steps and measures to
conserve the energy in the best possible manner on continious basis.
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY
There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) of
the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under
section 143(12) to the Central Government during the year 2024-25.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate
Governance requirements as set out by The Securities and Exchange Board of Indai (SEBI).The report on Corporate
Governance as stipulated under the SEBI (LODR) Regulations,2015 forms an integral part of this Report. The requisite
certificate from the Auditor confirming compliance with the conditions of Corporate Governance is attachedand is
forming the part of Annual Report.
EXTRACT OF ANNUAL RETURN
According to the provisions of Section 92(3) of theCompanies Act, 2013, read with Companies (Management and
Administration) Rules, 2014, The Annual Return of the Company has been placed on the website of the Company .
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE S REMUNERATION AND
PARTICULARS OF EMPLOYEES
Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the “Annexure
A”none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum or Rs.Eighty
Lakhs Fifty Thousand per month for the part of the year. Therefore, there is no information to disclose in terms of the
provisions of the Companies Act, 2013
CODE OF CONDUCT:
The Code of Conduct for the Board of Directors and the Senior Management has been adopted by the Company. The
Code of Conduct 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. All
Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
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, the
employees can approach the Company's Compliance Officer and/or Chairman of the Audit Committee. Whistle Blower
Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination be
meted out to any person for a genuinely raised concern. The Whistle Blower Policy of the Company is posted on the
website of the Company www.longspur.co.in.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in
the 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 the
period 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.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required by Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirments) Regulation, 2015, is not applicable to your Company for the financial year ended March 31, 2025.
CAUTIONARY STATEMENT
The statements made in this Report and Management Discussion and Analysis Report relating to the Company's
objectives, projections, outlook, expectations and others may be "forward looking statements” within the meaning of
applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors
could make difference to the Company's operations that may be, due to change in government policies, global market
conditions, foreign exchange fluctuations, natural disasters etc.
ACKNOWLEDGEMENT
The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients and all the Employees of
the Company for extending their support during the year.
REGISTERED OFFICE By order of the board of directors
9, Botawala Building, 3rd Floor,
Sd/-
11/13, Horniman Circle, Fort,
MANOJ JAIN
Mumbai 400001 MANAGING DIRECTOR
DIN:00165280
Date: 8th September, 2025
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