Directors Report of Landmark Cars Ltd.

Mar 31, 2025

Your Directors are hereby presenting the 19^th Directorsâ Report of the Company together with the Standalone & Consolidated
Audited Statement of Accounts for the financial year ended March 31,2025.

1. FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Companyâs financial performance on Standalone & Consolidated basis during the year ended on March 31,2025 as
compared to the previous financial year, is summarized as below:

Particulars	Amount ('' in Million)
	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	6,656.25	5,989.89	40,254.98	32,878.87
Other income	187.22	224.17	132.73	96.38
Profit before depreciation and amortisation expense, finance costs, exceptional items and tax	1,096.54	1,203.05	2,349.10	2,272.08
Less: Depreciation and amortisation expense	422.48	338.95	1,309.39	1,013.13
Profit before finance costs, exceptional items and tax	674.06	864.10	1,039.71	1,258.95
Less: Finance costs	117.89	89.73	740.92	534.69
Profit before exceptional items and tax	556.17	774.37	298.79	724.26
Less: Exceptional items	8.87	384.55	46.46	28.81
Profit before tax	54730	389.82	252.53	695.45
Less: Tax expense	120.84	84.80	79.16	123.22
Profit for the year	426.46	305.02	173.37	572.23
Other comprehensive income, net of tax	9.67	0.17	10.68	0.86
Total Comprehensive income for the year	436.13	305.19	184.05	573.09
Attributable to:
Non-controlling interests	-	-	13.99	12.17
Owners of the Parent	-	-	170.06	560.92
Surplus in Statement of Profit and Loss brought forward	1,593.94	1,387.73	1,772.70	1,318.26
Add: Profit for the year	426.46	305.02	159.32	560.05
Add: Transfer to retained earnings on exercise of ESOP during the year	4.22	53.38	4.22	53.38
Add: Remeasurement loss of defined benefit plans for the year	0.56	0.17	1.63	0.87
Less: Payment of dividend	62.00	90.67	62.00	90.67
Less: Transfer of loss arised on disposal of investment designated at FVTOCI to retained earnings	-	61.69	-	69.19
Surplus in Statement of Profit and Loss	1,963.18	1,593.94	1,875.87	1,772.70

The Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2025 forms part
of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed
separate Audited statement of accounts of the Company and its Subsidiaries on its website: https://www.grouplandmark.
in/investor-relations /and a copy of audited financial statements of its Subsidiaries will be provided to shareholders upon
their request.

2. COMPANYâS PERFORMANCE

During the year under review, considering the

standalone performance of the Company, the total
*proforma revenue from operations has increased to
'' 20,113 Million from '' 17,579 Million. Whereas, the
total reported revenue from operations has increased
to '' 6,656 Million from ^ 5,990 Million. The Company
earned Profit before Tax (before exceptional items) of
^ 556 Million as compared to ^ 774 Million of previous
year. The Company earned a profit after tax of '' 426
Million as compared to '' 305 Million of previous year.

During the year under review, considering the

consolidated performance of the Company, the total
*proforma revenue from operations has increased to
^ 56,261 Million from ^ 46,554 Million. Whereas, the
reported total revenue from operations is ^ 40,255
Million as compared to ^ 32,879 Million of previous
year. The Consolidated Profit before Tax (before
exceptional items) is ^ 299 Million as compared to
^ 724 Million of previous year. The Consolidated profit
after tax is ^ 173 Million as compared to ^ 572 Million
of the previous year.

Indiaâs automotive sector posted steady growth in
2024-25, strengthened by firm consumer demand,
policy continuity, and favourable macroeconomic
indicators. The passenger vehicle market saw a
growth of 4.87%, supported by improved supply
availability, increased access to financing, and a
broader rural footprint. Indiaâs luxury car market
sustained its growth momentum in 2024, with sales
reaching a record 51,500 units, a 6% increase over
the previous year and more than double the 20,500
units sold in 2020.

Landmark opened 23 new outlets during the year,
signalling strong execution and planning rigour. These
investments were fully funded through internal cash
flows, reinforcing the Companyâs disciplined approach
to growth. While the top line expanded strongly,
reported profitability was temporarily impacted by
upfronting of costs associated with strategic capacity
expansion, capability building, and related accounting
adjustments. These costs largely non-recurring or
early-phase in nature were incurred to support the
operational ramp-up of newly opened facilities and are
expected to normalise as the revenue base scales.
Higher depreciation and finance costs arising from
these investments also influenced the yearâs reported
earnings.

Consolidated EBITDA grew modestly by 3.4% to ^
2,349 million. Profit After Tax (PAT) stood at ^ 173
million, compared to ^ 572 million in 2023-24, reflecting

the effect of front-loading of expenses and certain oneÂ¬
time adjustments. Importantly, the Company reported
a Cash PAT of ^ 838 million in 2024-25, supported
by a strong net operating cash flow of approximately
^ 1,520 million, its highest since listing. This
underscores the businessâs ability to generate healthy
internal accruals even in an investment-intensive year.

Landmark Cars has effectively balanced rapid growth
with measured financial discipline. The Companyâs
targeted investments, rigorous cost control, and
consistent focus on profitability continue to reinforce
its financial resilience, positioning it strongly for
sustained value creation in Indiaâs evolving premium
and luxury automotive sector.

With a sharper focus on operational efficiency,
a growing premium mix, and the ramp-up of its
expanded network, the Company is well-positioned
for sustainable value creation.

Note: The proforma revenue from operations above
includes the revenue from sale of cars through
Mercedes-Benz cars under agency model. Under
the agency agreement, customers now place orders
through company directly to M/s. Mercedes-Benz
India Private Limited on which Landmark Cars Limited 63

and Landmark Cars (East) Private Limited earns
commission on each sale of Mercedes-Benz cars.

3. DIVIDEND

The Board of Directors at their meeting held on May
29, 2025 have recommended to the shareholders a
final dividend of '' 0.50/- (or 10%) per share for the
financial year ended on March 31,2025 .

In accordance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(âthe Listing Regulationsâ), the Board of Directors
of the Company have adopted a Dividend Policy
(âPolicyâ) which endeavours for fairness, consistency
and sustainability while distributing profits to the
shareholders. Dividend payout is in accordance
with the Policy which is available on the website of
the Company i.e.,: https://grouplandmark.in/media/
investorrelationship/Dividend-Policy.pdf

4. UNPAID DIVIDEND & IEPF

completion of 7(seven) years. Further, according to
the IEPF Rules, the shares on which dividend has not
been paid or claimed by the shareholders for 7(seven)
consecutive years or more shall also be transferred to
the demat account of the IEPF Authority.

However, your Company did not have any funds lying
unpaid or unclaimed for a period of 7(seven) years
in Unpaid Dividend Account. Therefore, there were
no funds which were required to be transferred to
Investor Education and Protection fund (IEPF).

5. NATURE OF BUSINESS AND ANY CHANGES
THEREIN

The Company continues to be engaged in luxury
and premium automotive retail business in India
with dealerships for Mercedes-Benz, Honda, Jeep,
Volkswagen, BYD, Renault, Mahindra & Mahindra and
MG Motors. During the year, it has also commenced
the dealerships of Citroen and Kia. The Company also
has a commercial vehicle dealership of Ashok Leyland
in India and has presence across the automotive retail
value chain, including sales of new vehicles, afterÂ¬
sales service and repairs (including sales of spare
parts, lubricants and accessories), sales of pre-owned
passenger vehicles and facilitation of the sales of
third-party financial and insurance products.

During the year under review, there has been no
change in the nature of business of the Company.

6. TRANSFER TO RESERVES

During the year under review, there was no amount
transferred to any of the reserves by the Company.

7 REPORT ON PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has been carrying on its operations
through its wholly owned subsidiaries (WOS) and
subsidiary company as detailed below:

As on March 31,2025, The Company has 11 (Eleven)
subsidiaries carrying on the business of (11) brands
which are stated as follows:

1. Landmark Automobiles Limited

2. Landmark Lifestyle Cars Private Limited

3. Automark Motors Limited (Formerly known as
Automark Motors Private Limited)

4. Landmark Cars (East) Private Limited

5. Benchmark Motors Private Limited

6. Watermark Cars Private Limited

7. Landmark Commercial Vehicles Private Limited

8. MotorOne India Private Limited

9. Aeromark Cars Private Limited

10. Landmark Mobility Private Limited

11. Landmark Premium Cars Private Limited

During the year under review, the performance and
financial position / salient features of the financial
statement of each of the subsidiaries for the financial
year ended March 31, 2025 and their contribution to
the overall performance of the Company and also the
details of companies which have become or ceased
as subsidiary, associates and joint ventures, during
the year under review, if applicable, is stated in
Form AOC-1 annexed herewith as âANNEXURE Vâ.

Apart from the abovementioned information, as on
March 31, 2025 the Company does not have any
other subsidiaries or associates or joint ventures.

The Company has formulated a policy on identification
of material subsidiaries in line with Regulation 16(1)
(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the same is
placed on the Companyâs website at :

https://storage.googleapis.com
landmarkwebsite398707. appspot.com
media/investorrelationship/Policy%20for%2
Determining%20Material%20Subsidiaries.pdf.

Further, pursuant to the provisions of Section 136
of the Act, the Standalone Financial Statements of
the Company, Consolidated Financial Statements
of the Company along with relevant documents and
separate audited Financial Statements in respect of
subsidiaries are available on the Companyâs website.
(https://www.grouplandmark.in/investor-relation.html)

8. DEPOSITS

During the year under review, the Company has not
accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies
Act 2013 (âthe Actâ) read with the Companies
(Acceptance of Deposit) Rules, 2014. Hence, the
requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with
the Chapter V of the Act is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES

Promoters, Directors or Key Managerial Personnel
etc., which may have potential conflict with the
interest of the Company at large or which warrants
the approval of the shareholders. Accordingly, no
transactions are being reported in Form AOC-2 in
terms of Section 134 of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014. However,
the details of the transactions with Related Party are
provided in the Companyâs financial statements in
accordance with the Accounting Standards.

All Related Party Transactions are presented before
the Audit Committee and the Board. Omnibus approval
is obtained for the transactions which are foreseen
and repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee
on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

The Company has developed a Policy on Related
Party Transactions for the purpose of identification
and monitoring of such transactions and the policy on
Related Party Transactions as approved by the Board
is uploaded on the website of the Company and the
web link:

https://grouplandmark.in/media/investorrelationship/

Related-Party-Transactions-Policy.pdf

10. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The operations of the Company are not energy intensive
as it does not own any manufacturing facility. However,
adequate measures for conservation of energy, usage
of alternate sources of energy and investments for
energy conservation, wherever required have been
taken by the Company. The Company makes all the
efforts towards conservation of energy, protection of
environment and ensuring safety. The Company has
not absorbed any technology.

The particulars as required under the provisions of
Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules,
2014 in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo etc.
are stated in âANNEXURE Iâ which forms part of this
Report.

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and
Section 92(3) of the Companies Act, 2013, the copy of
Annual Return of the Company as on March 31,2025
is uploaded on the website of the Company at the

following web address: https://www.grouplandmark.
in/investor-relations/

12. SHARE CAPITAL

During the year under review, there was no change
in the authorised share capital of the Company. The
Authorised share capital of the Company as on March
31,2025 is stated as below:-

A. Authorised Share Capital

The Authorised share capital of the Company is
'' 27,05,00,000 (Rupees Twenty-Seven Crores
Five Lacs Only) comprising of 5,37,00,000
(Five Crores Thirty-Seven Lacs) Equity Shares of
'' 5 each and 4,00,000 (Four Lacs) Redeemable
Preference Shares of '' 5 each.

B. Issued, subscribed and paid up share capital

During the period under review, the Company
has allotted 81,628 equity shares of face value of
'' 5/- each pursuant to the exercise of options by
eligible employees under Landmark Cars Limited
Employee Stock Option Scheme, 2018.

Accordingly as on March 31, 2025, the issued,
subscribed and paid-up Share Capital of the 6
Company is '' 20,68,74,550 comprising of â
4,13,74,910 Equity Shares of '' 5/- each fully
paid-up.

13. COMPLIANCE WITH THE PROVISIONS OF
SECRETARIAL STANDARD 1 AND SECRETARIAL
STANDARD 2

In terms of Section 118(10) of the Act, the Company
is in compliance with the Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI)
with respect to Meetings of Board of Directors and
General Meetings and such systems were adequate
and operating effectively.

14. PARTICULARS OF INVESTMENTS, LOANS,
GUARANTEES AND SECURITIES

The particulars of Investments, Loans, Guarantees
and Securities covered under Section 186 of the
Companies Act, 2013 (âthe Actâ) have been disclosed
in the financial statements provided in this Annual
Report.

15. PROMOTERS

As on March 31, 2025, the Promoter & Promoter
Group holding in the Company was its 51.56% as
per shareholding pattern on BSE website of the
Companyâs subscribed, issued & paid-up Equity Share

Capital. The members may note that the shareholding
and other details of Promoter & Promoter Group has
been provided in the Annual Return.

16. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Except as disclosed elsewhere in this report, no
material changes and commitments which could
affect the Companyâs financial position have occurred
between the end of the financial year of the Company
and date of this report.

The members may note that a new brand dealership
named Citroen has been introduced under the
Companyâs wholly owned subsidiary, Landmark
Lifestyle Cars Private Limited.

17. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to
financial statements as designed and implemented
by the Company are adequate. During the year under
review, no material or serious observation has been
received from the Statutory Auditors of the Company
for inefficiency or inadequacy of such controls.

Your Company has a robust Internal Audit mechanism,
conducted as per pre-approved calendar. Basis the
audit, Internal auditor periodically report on the Design
deficiency and Operational inefficiency, if any, apart
from recommending further improvement measures,
to accomplish the Company objectives more
efficiently. The observations and agreed action plans
are presented quarterly, to the Audit Committee that
reviews the adequacy of the controls implemented by
the Management.

18. MATTERS RELATED TO DIRECTORS AND KEY
MANAGERIAL PERSONNEL

a) Board of Directors

The Board of Directors of the Company is a
balanced one with an optimum mix of Executive
and Non-Executive Directors. The Directors
have shown active participation at the board
and committee meetings, which enhances the
transparency and adds value to their decision
making. The Board of the Company is headed
by the Chairman. The Chairman takes the
strategic decisions, frames the policy guidelines
and extends wholehearted support to Executive
Directors, business heads and associates.

The Board of Directors of the Company as on
March 31,2025, are as follows:

Name of the Director	Designation	DIN
Mr. Sanjay Thakker	Chairman and Executive Director	00156093
Mr. Paras Somani	Executive Whole-time Director	02742256
Mr. Aryaman Thakker	Executive Director	07625409
Mr. Manish Chokhani	Independent Director	00204011
Mr. Gautam Trivedi	Independent Director	02647162
Ms. Sucheta Shah	Independent Director	00322403
Mr. Mahesh Sarda	Independent Director	00023776

None of the Directors of the Company, are
disqualified under the provisions of the
Companies Act.

Retirement by rotation

In accordance with the provisions of the Act,
none of the Independent Directors are liable to
retire by rotation.

As per the provisions of Section 152 of the
Companies Act, 2013, Mr. Aryaman Thakker,
Executive Director, is liable to retire by rotation at
the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment. The
said Director is not disqualified from being reÂ¬
appointed as a Director of a Company as per the
disclosure received from him pursuant to Section
164 (1) and (2) of the Companies Act, 2013. Your
directors recommend his re-appointment.

b) Key Managerial Personnel

During the year under review, there is no change
in the Key Managerial Personnel (KMP) of the
Company and as on March 31,2025, the KMP of
the Company are as follows:

Name

Designation

Date of
original
appointment

Mr. Paras
Somani

Executive

Whole-time

Director

July 01,2006

Mr. Amol Raje

Company

Secretary

February 01,
2021

Name	Designation	Date of original appointment
Mr. Surendra	Chief	May 09, 2018
Agarwal	Financial
	Officer

c) Declaration by Independent Directors

In terms of Section 149 of the Act and other
applicable regulations if any (i) Mr. Manish
Chokhani (ii) Mr. Gautam Trivedi (iii) Ms. Sucheta
Shah (iv) Mr. Mahesh Sarda are the Independent
Directors of the Company as on date of this
report.

Act. Such declarations include the confirmation
to the effect that the Independent Directors have
included their names in the Database maintained
by the Indian Institute of Corporate Affairs and
they have paid the necessary fees for the said
registration and shall renew the registration
timely.

d) Remuneration / Commission drawn from
Holding / Subsidiary Company

During the year under review, no director has
drawn remuneration or commission from any of
its subsidiary Company.

e) Statement regarding opinion of the Board with
regard to Integrity, Expertise and Experience
(including the proficiency) of the Independent
Directors appointed during the year:

The Board of Directors have evaluated the
Independent Directors appointed during the year
2024-25 and opined that the integrity, expertise
and experience (including proficiency) of the
Independent Directors is satisfactory.

19. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board meetings

During the year under review, the Board of Directors met 4(Four) times in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder,the details of the same are as mentioned below:-

Name of the Director	May 23, 2024	August 13, 2024	November 11, 2024	February 12, 2025
Mr. Sanjay Thakker	Â¦/	Â¦/	Â¦/	Â¦/
Mr. Paras Somani	Â¦/	Â¦/	Â¦/	Â¦/
Mr. Aryaman Thakker	Â¦/	Â¦/	Â¦/	Â¦/
Mr. Manish Chokhani	Â¦/	Â¦/	Â¦/	Â¦/
Mr. Gautam Trivedi	Â¦/	Â¦/	Â¦/	Â¦/
Mrs. Sucheta Shah	Â¦/	Â¦/	Â¦/	Â¦/
Mr. Mahesh Sarda	Â¦/	Â¦/	Â¦/	Â¦/

s:- Present at the meeting

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.

b) Audit Committee

The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 and Rule
6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time read
with Regulation 18 of SEBI (LODR) Regulations 2015. It adheres to the terms of reference which is prepared in
compliance with Section 177 of the Companies Act, 2013 SEBI (LODR) Regulations 2015.

During the year under review, the Audit Committee met 4 (Four) times the details of the audit committee constitution
& its meeting are as mentioned under:-

Name of the Member	Designation	May 23, 2024	August 13, 2024	November 11,2024	February 12, 2025
Mrs. Sucheta Shah	Chairperson & Independent Director	s	s	s	s
Mr. Gautam Trivedi	Member & Independent Director	s	s	s	s
Mr. Mahesh Sarda	Member & Independent Director	s	s	s	s

s :- Present at the meeting

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act read with
SEBI (LODR) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the
Committee and no personnel have been denied access to the Audit Committee.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act,
2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 amended from time to time
read with Regulation 19 of SEBI (LODR) Regulations 2015.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a
Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy
is available on the Website of the Company at https://grouplandmark.in/media/investorrelationship/Nomination-
and-Remuneration-Policy.pdf

During the year under review, the Nomination & Remuneration Committee has met 3(three) times and The details
of the Nomination and Remuneration Committee constitution & its meetings are as mentioned under:-

Name of the Member	Designation	May 18, 2024	August 13, 2024	February 12, 2025
Mr. Gautam Trivedi	Chairperson & Independent Director	s	s	s
Mrs. Sucheta Shah	Member & Independent Director	s	s	s
Mr. Mahesh Sarda	Member & Executive Director	s	s	s

s :- Present at the meeting

d) Stakeholders Relationship Committee

The Stakeholder Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013
read with Regulation 20 of SEBI (LODR) Regulations 2015.

The Board has in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the which shall specifically look into various aspects of interest of shareholders,
debenture holders and other security holders. SEBI (Listing Obligations and Disclosure Requirements) across its
different clauses, customarily emphasis on the duty of the Board to be carried out in the best interest of stakeholders.
The Policy is available on the Website of the Company at:- https://grouplandmark.in/media/investorrelationship/
Stakeholders-Relationship-and-Share-Transfer-Policy.pdf

During the year under review, the Stakeholderâs Relationship Committee has met 1 (one) time.

The Company has resolved all the complaints received from the Shareholders. There was no complaint pending as
on March 31,2025.

The details of the Stakeholders Relationship Committee constitution & its meeting are as mentioned below :-

Name of the Member	Designation	February 12, 2025
Mr. Gautam Trivedi	Chairperson & Independent Director	s
Mr. Mahesh Sarda	Member & Independent Director	s
Mr. Aryaman Thakker	Member & Executive Director	s

s: Present at the meeting

e) Risk Management Committee

The Risk Management Committee is constituted in accordance with Regulation 21 of SEBI (LODR) Regulations
2015.

During the year under review, the Risk Management Committee has met 2 (Two) times. The details of the Risk
Management Committee constitution and its meeting are as mentioned under:-

Name of the Director	Designation	May 22, 2024	December 18, 2024
Mr. Manish Chokhani	Chairperson & Independent Director	s	s
Mr. Surendra Kumar Agarwal	Member & Chief Financial Officer	s	s
Mr. Mahesh Sarda	Member & Independent Director	s	s

s : Present at the meeting

f) Independent Directorsâ meeting

The Company in compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of
SEBI (Listing Obligations and Disclosure Requirements Regulations , 2015; the Independent Directors Meeting
of the Company was held on March 13, 2025. Independent Directors Meeting considered the performance of
Non-Independent Directors and Board as a whole, reviewed the performance of Chairman of the Company, taking
into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations
and also about his/her role and duties through presentations/programmes by Chairman, Executive Directorâs and
Senior Management.

The independent directors present at the meeting held on March 13, 2025 are as follows:

Name of the Director	Status
Manish Chokhani	Independent Director
Gautam Trivedi	Independent Director
Sucheta Shah	Independent Director
Mahesh Sarda	Independent Director

g) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of companies as prescribed
thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards
to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirms that the Company is
committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link:

https://grouplandmark.in/media/investorrelationship/Vigil-Mechanism-Policy.pdf

h) Risk Management Policy

The Board of Directors of the Company has
formulated Risk Management Policy and
Guidelines to avoid events, situations or
circumstances which may lead to negative
consequences on the Companyâs businesses
and defined a structured approach to manage
uncertainty and to make use of these in their
decision-making pertaining to all business
divisions and corporate functions. Key business
risks and their mitigation are considered in the
annual/strategic business plans and in periodic
management reviews. The risk management
policy is available on the website of the Company
at the link: https://grouplandmark.in/media/
investorrelationship/Risk-Managment-Policy.pdf

i) Annual Evaluation of Directors, Committee
and Board

The Board has carried out an annual performance
evaluation of its own performance, and of the
Directors individually, as well as the evaluation
of all the committees i.e., Audit Committee,
Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Risk
Management Committee, Corporate Social
Responsibility Committee and other Committees
of Board of Directors.

The Board adopted a formal evaluation
mechanism for evaluating its performance and
as well as that of its committees and individual

directors, including the Chairman of the Board.
The exercise was carried out by feedback
survey from each Directors covering Board
functioning such as composition of Board and
its Committees, experience and competencies,
governance issues etc. Separate exercise
was carried out to evaluate the performance of
individual directors including the Chairman of the
Board who were evaluated on parameters such
as attendance, contribution at the meeting etc.

The various criteria considered for evaluation
of Executive Directors included qualification,
experience, knowledge, commitment, integrity,
leadership, engagement, transparency, analysis,
decision making, governance etc. The Board
commended the valuable contributions and the
guidance provided by each Director in achieving
the desired levels of growth. This is in addition to
evaluation of Non-Independent Directors and the
Board as a whole by the Independent Directors
in their separate meeting being held every
year. The Policy has been placed and access
on the Website of the Company at:-https://
grouplandmark.in/media/investorrelationship/
PERFORMANCE-EVALUATION-POLICY.pdf

j) Management Discussion & Analysis

The Board has presented a separate and detailed
report on Management Discussion & Analysis in
this Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Committee is constituted in accordance with the provisions of Section 135 of the Act
read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board of Directors of the Company has
approved CSR expenditure based on the recommendation of the CSR Committee.

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting of following
members:

Name of Member	Designation
Mr. Aryaman Thakker	Chairperson & Executive Director
Mr. Mahesh Sarda	Member & Independent Director
Mr. Paras Somani	Member & Executive Whole-Time Director

The CSR Policy of the Company is available on the Companyâs web-site and can be accessed in the link provided herein
below:

https://grouplandmark.in/media/investorrelationship/CSR-Policy-LCL.pdf

During the year under review, the Corporate Social Responsibility Committee has met 1 (One) time. The details of the
Corporate Social Responsibility constitution & its meeting are as mentioned under:-

Name of the Member	Designation	January 31,2025
Mr. Aryaman Thakker	Chairperson & Executive Director	/
Mr. Mahesh Sarda	Member & Independent Director	/
Mr. Paras Somani	Member & Executive Whole-Time Director	/

The Company has initiated activities in accordance with the said Policy, the details of which have been annexed and
forms part of this Report as Annexure II.

21. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are

as under:

a. OBSERVATIONS OF STATUTORY AUDITORS
ON ACCOUNTS FOR THE YEAR ENDED
MARCH 31,2025

The observations / qualifications / disclaimers
made by the Statutory Auditors in their report
for the financial year ended March 31, 2025
read with the explanatory notes therein are selfÂ¬
explanatory and therefore, do not call for any
further explanation or comments from the Board
under Section 134(3) of the Companies Act,
2013.

b. STATUTORY AUDITOR & AUDIT REPORT FOR
THE YEAR ENDED MARCH 31,2025

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and the Companies (Audit
and Auditors) Rules, 2014, Shareholders at their
18^th Annual General Meeting held on September
20, 2024 had approved the appointment of
M/s. M S K C & Associates LLP (Formerly known
as M S K C & Associates), Chartered Accountants,
Firmâs Registration no: 001595S/S000168, to
act as the statutory auditor of the Company for
the term of 5 (Five) consecutive years period
commencing from financial year 2024-25
and who shall hold office from the conclusion
18^th Annual General Meeting till the conclusion of
23^rd Annual General Meeting to be held for the
financial year 2028-29.

The Statutory Auditors of the Company have
issued Audit Reports on the Standalone and
Consolidated Annual Financial Statements of
the Company with unmodified opinion. The
reports of Statutory Auditors on Standalone and
Consolidated Financial Statements forms part of
the Annual Report. There are no qualifications,
reservations, adverse remarks, disclaimer or
emphasis of matter in the Auditorsâ Reports.

c. SECRETARIAL AUDIT REPORT FOR THE
YEAR ENDED MARCH 31,2025

Provisions of Section 204 and Section 134(3)
of the Companies Act, 2013 read with read with
Regulation 24A of SEBI (LODR) Regulation,
2015, mandates to obtain Secretarial Audit
Report from Practicing Company Secretary.

The Board had appointed M/s Ravi Kapoor &
Associates, Practicing Company Secretaries, to
conduct the Secretarial Audit of the Company for
the financial year 2024-25.

The Secretarial audit report issued by M/s Ravi
Kapoor & Associates, Practicing Company
Secretaries, in Form MR-3 for the financial year â
2024-25, forms part of the Directors Report as
âANNEXURE IIIâ.â

The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or
disclaimer requiring explanation.

It is to be noted that with the amendment notified
in Regulation 24A by way of SEBI (LODR) (Third
Amendment) Regulations, 2024, with effect from
April 01,2025, it has been mandated to appoint
Secretarial Auditor, who is a âPeer Reviewed
Company Secretaryâ. The Board, in pursuance
to the same, and based on the recommendation
of the Audit Committee, recommends to the
shareholders to appoint M/s Ravi Kapoor &
Associates, Practicing Company Secretaries,
as the Secretarial Auditor of the Company to
conduct the Secretarial Audit of the Company for
a period of one term of five consecutive years,
that will start from the Financial Year 2025-26
and conclude in the Financial Year 2029-30.

d. INTERNAL AUDITOR

M/s Ernst & Young LLP, Chartered Accountants,
were appointed as the Internal Auditor of the
Company for the financial year 2024-25 as per
the provisions of Section 138 of the Act read with
Rule 13 of the Companies (Accounts) Rules,
2014 based on the recommendation of the Audit
Committee of the Company.

The Board of the Company, being satisfied with
their performance, has extended their term for
2025-26.

Their reports were reviewed by the Audit
Committee and follow up measures were taken
by the relevant teams and committees of the
Board, wherever necessary.

e. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, as
amended from time to time, the Company is not
required to maintain Cost Records under said
Rules.

f. REPORTING OF FRAUDS BY STATUTORY
AUDITORS UNDER SECTION 143(12)

During the year under review, Statutory Auditors,
Internal Auditors and Secretarial Auditors have
not reported any instances of fraud committed
in the Company by its Officers or Employees to
the Audit Committee under Section 143(12) of
the Act read with Companies (Accounts) Rules,
2014.

22. INSURANCE

All the insurable interests of your Company including
properties, equipment, stocks etc. are adequately
insured.

23. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of
the Act read with Companies (Accounts) Rules, 2014
are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator
or Court or Tribunal which can have impact on
the going concern status and the Companyâs
operations in future.

b. DIRECTORâS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies
Act, 2013, in relation to the audited financial
statements of the Company for the year ended
March 31, 2025, the Board of Directors hereby
confirms that:

i. In the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper explanation
relating to material departures;

ii. Such accounting policies have been
selected and applied consistently and the
Directors made judgements and estimates
that are reasonable and prudent so as to
give a true and fair view of the state of affairs
of the Company as at March 31, 2025 and
of the profit of the Company for that year;

iii. Proper and sufficient care was taken 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;

iv. The annual accounts of the Company have
been prepared on a going concern basis;

v. Internal financial controls were followed by
the Company and such internal financial
controls are adequate and are operating
effectively; and

vi. Proper systems have been devised to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.;

c. CORPORATE GOVERNANCE

Your Company believes that sound practices
of good Corporate Governance, Transparency,
Accountability, and Responsibility are the
fundamental guiding principles for all decisions,
transactions, and policy matters of the Company.
A Report on Corporate Governance, along with
a certificate from the Secretarial Auditor of the
Company regarding compliance of conditions of
Corporate Governance as stipulated under the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, (the âLODR Regulationsâ)
forms part of Annual Report.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF
THE COMPANIES ACT, 2013

The Company has not issued any shares with
differential rights and hence no information as
per provisions of Section 43(a)(ii) of the Act read
with Rule 4(4) of the Companies (Share Capital
and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF
THE COMPANIES ACT, 2013

The Company has not issued any sweat equity
shares during the year under review and hence
no information as per provisions of Section
54(1)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF
THE COMPANIES ACT, 2013

Our Company has implemented 2 (two)
Employees Stock Options Schemes (ESOP) for
permanent employees which are:

1. Landmark Employee Stock Options
Scheme, 2018

2. Landmark Employee Stock Options
Scheme, 2023

The Company obtained in principle approvals
from the Stock Exchanges to issue equity shares
through the ESOP scheme.

The Company has received a certificate from
M/s Ravi Kapoor & Associates, Practicing
Company Secretaries, Ahmedabad, who serves
as the Secretarial Auditor of the Company. The
certificate certifies that the LCL Employees
Stock Option Scheme 2018 is implemented in
accordance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021,
and the resolutions passed by the members.
This certificate is available for inspection by the
members in electronic mode.

The disclosures in accordance with Part F of the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021, have been given at the
following web address:

https://www. grouplandmark.in/investor-relation.
html

g. DISCLOSURE UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013

During the year under review, there were no
instances of non-exercising of voting rights
in respect of shares purchased directly by
employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.

h. POLICY ON SEXUAL HARASSMENT AT
WORKPLACE

The Company has established an Internal
Complaints Committee as per the provisions of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013. The Company is committed to create and
maintain an atmosphere in which employees can
work together without fear of sexual harassment
and exploitation. Every employee is made aware
that the Company is strongly opposes sexual
harassment and that such behaviour is prohibited
both by law and the Company. During the year
under review, there were no complaints received
of any sexual harassment at work place.

i. DISCLOSURE UNDER SECTION 197(12)
OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE
5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014
have been marked as âANNEXURE IVâ.

j. LOANS FROM DIRECTORS

During the year under review, the Company has
not borrowed any amount(s) from Directors.

k. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability
Report for the year ended March 31, 2025
as stipulated under Regulation 34 of the
Listing Regulations has been marked as
âANNEXURE VIâ

24. DISCLOSURE OF PROCEEDINGS PENDING OR
APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency
resolution process, by a financial or operational
creditor or by the Company itself under the IBC before
the NCLT

25. DISCLOSURE OF REASON FOR DIFFERENCE
BETWEEN VALUATION DONE AT THE TIME OF
TAKING LOAN FROM BANK AND AT THE TIME OF
ONE TIME SETTLEMENT

There was no instance of onetime settlement with any
Bank or Financial Institution.

26. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the
customers, shareholders, suppliers, bankers,
business partners/associates, financial institutions,

Central and State Governments authorities,
Regulatory Authorities, Stock Exchanges and various
other stakeholders for their consistent support and
encouragement to the Company.

For and on behalf of the Board
Landmark Cars Limited

Sanjay Thakker Paras Somani

Chairman and Executive Executive Whole-time

Director Director

DIN:00156093 DIN:02742256

Date: August 12, 2025
Place: Mumbai

Mar 31, 2024

Your Directors are hereby presenting the 18^th Directorsâ Report of the Company together with the Standalone & Consolidated Audited Statement of Accounts for the financial year ended March 31,2024.

1. FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Companyâs financial performance on Standalone & Consolidated basis during the year ended on March 31, 2024 as compared to the previous financial year, is summarised as below:

Particulars	Amount ('' in Million)
	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	5,989.89	4,840.03	32,878.87	33,823.51
Other income	224.17	113.62	96.38	120.79
Profit before depreciation and amortisation expense, finance costs, exceptional items and tax	1,203.05	1,074.34	2,272.08	2,499.81
Less: Depreciation and amortisation expense	338.95	303.11	1,013.13	873.07
Profit before finance costs, exceptional items and tax	864.10	771.23	1,258.95	1,626.74
Less: Finance costs	89.73	86.67	534.69	510.96
Profit before exceptional items and tax	774.37	684.56	724.26	1,115.78
Less: Exceptional items	384.55	6.45	28.81	74.72
Profit before tax	389.82	678.11	695.45	1,041.06
Less: Tax expense	84.80	170.90	123.22	190.05
Profit for the year	305.02	507.21	572.23	851.01
Other comprehensive income / (loss), net of tax	0.17	(5.39)	0.86	(14.92)
Total Comprehensive income for the year	305.19	501.82	573.09	836.09
Attributable to:
Non-controlling interests	-	-	12.17	6.08
Owners of the Parent	-	-	560.92	830.01
Surplus in Statement of Profit and Loss brought forward	1,387.73	894.47	1,318.26	488.61
Add: Profit for the year	305.02	507.21	560.05	844.94
Add: Transfer to retained earnings on exercise of ESOP during the year	53.38	1.05	53.38	1.05
Add / (Less): Remeasurement gain / (loss) of defined benefit plans for the year	0.17	(0.35)	0.87	(1.69)
Less: Payment of dividend	90.67	14.65	90.67	14.65
Less: Transfer of loss arised on disposal of investment designated at FVTOCI to retained earnings	61.69		69.19
Surplus in Statement of Profit and Loss	1,593.94	1,387.73	1,772.70	1,318.26

The Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2024 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited statement of accounts of the Company and its Subsidiaries on its website: https://www.grouplandmark. in/investor-relations / and a copy of audited financial statements of its Subsidiaries will be provided to shareholders upon their request.

2. COMPANYâS PERFORMANCE

During the year under review, considering the standalone performance of the Company, the total *proforma revenue from operations has increased to '' 17,579 Million from '' 15,180 Million. Whereas, the total reported revenue from operations has increased to '' 5,990 Million from '' 4,840 Million. The Company earned Profit before Tax (before exceptional items) of '' 774 Million as compared to '' 685 Million of previous year. The Company earned a profit after tax of '' 305 Million as compared to '' 507 Million of previous year.

During the year under review, considering the consolidated performance of the Company, the total *proforma revenue from operations has increased to '' 46,554 Million from '' 45,950 Million. Whereas, the reported total revenue from operations is '' 32,879 Millions as compared to '' 33,824 Millions of previous year. The Consolidated Profit before Tax (before exceptional items) is '' 724 Million as compared to '' 1,116 Million of previous year. The Consolidated profit after tax is '' 572 Million as compared to '' 851 Million of the j previous year.

India is going through a structural change. This is being seen in the auto sales quite evidently. India auto sales for financial year 2024 grew at nearly 10%, while the luxury car sales grew at double of that, i.e. 22%. In the last year, Landmark was not able to fully participate in the premiumization growth story of India as we were not partners with the topmost volume brands. Now this situation has changed.

There is an increase in investments on infrastructure and upfronting of operating expenses to build new facilities. These facilities along with increasing availability of products, is expected to start contributing to the business from FY25. A few of our partner OEMs did not perform as expected and the company is taking proactive measures to reallocate those resources to more productive businesses. While the reported PAT was down by 33% in FY24, the Company generated healthy cash profit of '' 1,121 Mn for FY24 as against '' 1,229 Mn in FY23. Growing car parc continued to fuel high aftersales business with YoY EBITDA growth of 13.3% in FY24, generating ROCE of approx. 30.6%.

Indian auto market is well-poised for growth and premiumization. Luxury cars will outpace the passenger car market. Landmark is the partner

of choice for OEMs who are keen to partner with Landmark. Rapid expansion is planned at Landmark. The company is working towards various cost rationalisation initiatives. Coupled with increase in revenue the company intends to regain its stated financial objectives.

*Note: The proforma revenue from operations above includes the revenue from sale of cars through Mercedes-Benz cars under agency model. Under the agency agreement, customers now place orders through company directly to M/s. Mercedes-Benz India Private Limited on which Landmark Cars Limited and Landmark Cars (East) Private Limited earns commission on each sale of Mercedes-Benz cars.

3. DIVIDEND

The Board of Directors at their meeting held on May 23, 2024 have recommended to the shareholders a final dividend of '' 1.50/- (or 30%) per share for the financial year ended on March 31,2024.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Board of Directors of the Company have adopted a Dividend Policy (âPolicyâ) which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. Dividend payout is in accordance with the Policy which is available on the website of the Company i.e.,: https://grouplandmark.in/media/ investorrelationship/Dividend-Policy.pdf

4. UNPAID DIVIDEND & IEPF

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe IEPF Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of 7(seven) years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for 7(seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of 7(seven) years in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF).

5. NATURE OF BUSINESS AND ANY CHANGES THEREIN

The Company continues to be engaged in luxury and premium automotive retail business in India with dealerships for Mercedes-Benz, Honda, Jeep, Volkswagen, BYD, Renault. During the year, it has also commenced the dealerships of Mahindra & Mahindra and MG Motors. The Company also has a commercial vehicle dealership of Ashok Leyland in India and has presence across the automotive retail value chain, including sales of new vehicles, aftersales service and repairs (including sales of spare parts, lubricants and accessories), sales of pre-owned passenger vehicles and facilitation of the sales of third-party financial and insurance products.

During the year under review, there has been no change in the nature of business of the Company.

6. TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

7 REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has been carrying on its operations through its wholly owned subsidiaries (WOS) and subsidiary company as detailed below:

As on March 31, 2024, the Company has 10 (Ten) subsidiaries carrying on the business of (9) brands which are stated as follows:

1. Landmark Automobiles Limited

2. Landmark Lifestyle Cars Private Limited

3. Automark Motors Private Limited

4. Landmark Cars (East) Private Limited

5. Benchmark Motors Private Limited

6. Watermark Cars Private Limited

7. Landmark Commercial Vehicles Private Limited

8. MotorOne India Private Limited

9. Aeromark Cars Private Limited

10. Landmark Mobility Private Limited

During the year under review, the performance and financial position / salient features of the financial statement of each of the subsidiaries for the financial year ended March 31, 2024 and their contribution to the overall performance of the Company and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is stated in Form AOC-1 and is attached and marked as âANNEXURE Iâ and forms part of this Report.

Apart from the abovementioned information, as on March 31, 2024 the Company does not have any other subsidiaries or associates or joint ventures.

The Company has formulated a policy on identification of material subsidiaries in line with Regulation 16(1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Companyâs website at :

https://storage.googleapis.com/landmark-website-

398707.appspot.com/media/investorrelationship/

Policy%20for%20Determining%20Material%20

Subsidiaries.pdf.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, Consolidated Financial Statements of the Company along with relevant documents and separate audited Financial Statements in respect of subsidiaries are available on the Companyâs website. (https://www.grouplandmark.in/investor-relation.html)

8. DEPOSITS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented before the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link:

https://grouplandmark.in/media/investorrelationship/

Related-Party-Transactions-Policy.pdf

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive as it does not own any manufacturing facility. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken by the Company. The Company makes all the efforts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are stated in âANNEXURE IIâ which forms part of this Report.

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company as on March 31,2024 is uploaded on the website of the Company at the following web address: https://www.grouplandmark. in/investor-relations/

12. SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of the Company. The Authorised share capital of the Company as on March 31,2024 is stated as below:-

A. Authorised Share Capital

The Authorised share capital of the Company is '' 27,05,00,000 (Rupees Twenty-Seven Crores

Five Lacs Only) comprising of 5,37,00,000 (Five Crores Thirty-Seven Lacs) Equity Shares of '' 5 each and 4,00,000 (Four Lacs) Preference Shares of '' 5 each.

B. Issued, subscribed and paid up share capital

During the period under review, the Company has allotted 16,68,536 equity shares of face value of '' 5/- each pursuant to the exercise of options by eligible employees under Landmark Cars Limited Employee Stock Option Scheme, 2018.

Accordingly as on March 31, 2024, the issued, subscribed and paid-up Share Capital of the Company is '' 20,64,66,410/- comprising of 4,12,93,282 Equity Shares of '' 5/- each fully paid-up.

13. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

In terms of Section 118(10) of the Act, the Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.

14. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The particulars of Investments, Loans, Guarantees and Securities covered under Section 186 of the Companies Act, 2013 (âthe Actâ) have been disclosed in the financial statements provided in this Annual Report.

15. PROMOTERS

As on March 31, 2024, the Promoter & Promoter Group holding in the Company was 51.59% of the Companyâs subscribed, issued & paid-up Equity Share Capital. The members may note that the shareholding and other details of Promoter & Promoter Group has been provided in Annual Return.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.

The members may note that a new Wholly Owned Subsidiary (WOS) Company, namely, Landmark Premium Cars Private Limited has been incorporated on April 10, 2024, for the dealership business of brand KIA.

17. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

Your Company has a robust Internal Audit mechanism, conducted as per pre-approved calendar. Basis the audit, Internal auditor periodically report on the Design deficiency and Operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management.

18. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

The Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. The Directors have shown active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by the Chairman. The Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31,2024, are as follows:

Name of the Director	Designation	DIN
Mr. Sanjay	Chairman	00156093
Karsandas	and Executive
Thakker	Director
Mr. Paras Dilip	Executive	02742256
Somani	Whole-time Director
Mr. Aryaman	Executive	07625409
Sanjay Thakker	Director

Name of the Director	Designation	DIN
Mr. Manish Balkishan Chokhani	Independent Director	00204011
Mr. Gautam Yogendra Trivedi	Independent Director	02647162
Ms. Sucheta Nilesh Shah	Independent Director	00322403
Mr. Mahesh Pansukhlal Sarda	Independent Director	00023776

None of the Directors of the Company are disqualified under the provisions of the Companies Act

(i) Appointment

Mr. Simit Batra (DIN: 09739615) was appointed as Additional Non-Executive Non-Independent Director in the Board Meeting held on May 30, 2023 to hold office up to the date of ensuing Annual General Meeting for Financial Year 2023-24.

(ii) Re-appointment

The tenure of Mr. Sanjay Karsandas Thakker (DIN: 00156093), Mr. Paras Dilip Somani (DIN: 02742256) and Mr. Aryaman Sanjay Thakker (DIN: 07625409) is due to end on October 27, 2024.

With respect to the same, the Company shall at the ensuing Annual General Meeting (âAGMâ) seek the shareholdersâ approval for re-appointment of the abovementioned directors. The details as required under the provisions of the Companies Act, 2013 and Regulations issued by SEBI forms part of the AGM Notice which is annexed with the Annual Report.

(iii) Resignation

Mr. Akshay Tanna (DIN: 02967021), NonExecutive Non-Independent Director who was appointed by the nominating institution

- TPG Growth II SF Pte. Ltd., has resigned from the directorship with effect from May 25, 2023. since he resigned from the nominating institution.

Mr. Simit Batra (DIN: 09739615), Additional Non-Executive Non-Independent Director, who was appointed by nominating institution

- TPG Growth II SF Pte. Ltd, resigned from the directorship of the Company with effect from June 27, 2023, since TPG Growth II SF Pte. Ltd ceased to be a shareholder of the Company.

(iv) Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Paras Dilip Somani, Executive Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The said Director is not disqualified from being reappointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013. Your directors recommend his reappointment.

b) Key Managerial Personnel

During the year under review, there is no change in the Key Managerial Personnel (KMP) of the Company and as on March 31,2024, the KMP of the Company are as follows:

Name of the KMP	Designation	Date of Original Appointment
Mr. Paras Dilip Somani	Executive Wholetime Director	July 01,2006
Mr. Surendra Agarwal	Chief Financial Officer	May 09, 2018
Mr. Amol	Company	February 01,
Arvind Raje	Secretary	2021

c) Declaration by Independent Directors

In terms of Section 149 of the Act and other applicable regulations if any (i) Mr. Manish Chokhani (ii) Mr. Gautam Trivedi (iii) Ms. Sucheta Shah (iv) Mr. Mahesh Sarda are the Independent Directors of the Company as on date of this report.

As required under Section 149(7) of the Companies Act, 2013, read with sEbI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the Act. Such declarations include the confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.

d) Remuneration / Commission drawn from Holding / Subsidiary Company

During the year under review, no director has drawn remuneration or commission from any of its subsidiary Company.

e) Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

The Board of Directors have evaluated the Independent Directors appointed during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

19. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board meetings

During the year under review, the Board of Directors met 6 (Six) times in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, the details of the same are as mentioned below:-

Name of the Director	April 28, 2023	May 30, 2023	August 12, 2023	November 08, 2023	February 09, 2024	March 27, 2024
Mr. Sanjay Karsandas Thakker	V	V	V	V	V	V
Mr. Paras Dilip Somani	X	V	V	V	V	X
Mr. Aryaman Sanjay Thakker	V	V	V	V	V	V
Mr. Manish Balkishan Chokhani	V	X	V	V	V	V
Mr. Gautam Yogendra Trivedi	V	V	V	V	V	V
Ms. Sucheta Nilesh Shah	V	V	V	V	V	V
Mr. Mahesh Pansukhlal Sarda	X	V	V	V	X	V
Mr. Akshay Tanna Resigned wef May 25, 2023	V	-	-	-	-	-
Mr. Simit Batra Appointed wef May 30, 2023 Resigned wef June 27, 2023	-	-	-	-	-	-

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

b) Audit Committee

The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time read with Regulation 18 of SEBI (LODR) Regulations 2015. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulations 2015.

During the year under review, the Audit Committee met 4 (four) times. The details of the audit committee constitution & its meetings are as mentioned under:-

Name of the Member	Designation	May 30, 2023	August 12, 2023	November 08, 2023	February 09, 2024
Ms. Sucheta Nilesh Shah	Chairperson & Independent Director	V	V	V	V
Mr. Gautam Yogendra Trivedi	Member & Independent Director	V	V	V	V
Mr. Paras Dilip Somani	Member & Executive Whole-Time Director	V	V	V	V

V :- Present at the meeting

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act read with SEBI (LODR) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee and no personnel have been denied access to the Audit Committee.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 amended from time to time read with Regulation 19 of SEBI (LODR) Regulations 2015.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy is available on the Website of the Company at https://grouplandmark.in/media/investorrelationship/Nomination-and-Remuneration-Policy.pdf

During the year under review, the Nomination & Remuneration Committee has met 1 (one) time and details of the Nomination and Remuneration Committee constitution & its meetings are as mentioned under:-

Name of the Member	Designation	May 30, 2023
Mr. Gautam Yogendra Trivedi	Chairman & Independent Director	V
Ms. Sucheta Nilesh Shah	Member & Independent Director	V
Mr. Mahesh Pansukhlal Sarda Appointed wef May 25, 2023	Member & Executive Director	V
Mr. Akshay Tanna Resigned wef May 25, 2023	Member & Non-Executive Non-Independent Director	-

d) Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations 2015.

The Board has in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013, formulated the policy which shall specifically look into various aspects of interest of shareholders, debenture holders and other security holders. SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, across its different clauses, customarily emphasizes on the duty of the Board to be carried out in the best interest of stakeholders. The Policy is available on the Website of the Company at:- https://grouplandmark.in/media/ investorrelationship/Stakeholders-Relationship-and-Share-Transfer-Policy.pdf

During the year under review, the Stakeholders Relationship Committee has met 1 (one) time.

The Company has resolved all the complaints received from the Shareholders. There was no complaint pending as on March 31,2024.

The details of the Stakeholders Relationship Committee constitution & its meeting are as mentioned below :-

Name of the Member	Designation	September 15, 2023
Mr. Gautam Yogendra Trivedi	Chairman & Independent Director	V
Mr. Mahesh Pansukhlal Sarda	Member & Independent Director	V
Mr. Aryaman Sanjay Thakker	Member & Executive Director	V

V: Present at the meeting

e) Risk Management Committee

The Risk Management Committee is constituted in accordance with Regulation 21 of SEBI (LODR) Regulations 2015,

During the year under review, the Risk Management Committee has met 2 (Two) times. The details of the Risk Management Committee constitution & its meeting are as mentioned under:-

Name of the Member	Designation	June 19, 2023	December 08, 2023
Mr. Manish Balkishan Chokhani	Chairperson & Independent Director	V	V
Mr. Surendra Kumar Agarwal	Member & Chief Financial Officer	V	V
Mr. Mahesh Pansukhlal Sarda Appointed wef May 25, 2023	Member & Independent Director	V	V
Mr. Akshay Tanna Resigned wef May 25, 2023	Non-Executive Non-Independent Director	-	-

v: Present at the meeting | --:- Not entitled to attend the meeting

f) Independent Directors meeting

The Company in compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Independent Directors Meeting of the Company was held on March 22, 2024. Independent Directors in their Meeting considered the performance of Non-Independent Directors and Board as a whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he / she is made familiar to the business and its operations and also about his / her role and duties through presentations / programmes by Chairman, Executive Directorâs and Senior Management.

The independent directors present at the meeting held on March 22, 2024 are as follows:

Name of the Director	Designation
Manish Balkishan Chokhani	Independent Director
Gautam Yogendra Trivedi	Independent Director
Sucheta Nilesh Shah	Independent Director
Mahesh Pansukhlal Sarda	Independent Director

g) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link: https:// grouplandmark.in/media/investorrelationship/Vigil-Mechanism-Policy.pdf

h) Risk Management Policy

The Board of Directors of the Company has formulated Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companyâs businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews. The risk management policy is available on the website of the Company at the link: https://grouplandmark.in/media/investorrelationship/Risk-Managment-Policy. pdf

i) Annual Evaluation of Directors, Committee and Board

The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and other Committees of Board of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting, etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance, etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year. The Policy has been placed and can be accessed on the Website of the Company at:- https://grouplandmark.in/media/investorrelationship/ PERFORMANCE-EVALUATION-POLICY.pdf

j) Management Discussion & Analysis

The Board has presented a separate and detailed report on Management Discussion & Analysis in this Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Committee is constituted in accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board of Directors of the Company has approved CSR expenditure based on the recommendation of the CSR Committee.

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting of following members:

Name of the Member	Designation
Mr. Aryaman Sanjay Thakker	Chairman & Executive Director
Mr. Mahesh Pansukhlal Sarda	Member & Independent Director
Mr. Paras Dilip Somani	Member & Executive Whole-Time Director

The CSR Policy of the Company is available on the Companyâs web-site and can be accessed in the link provided herein below:

https://grouplandmark.in/media/investorrelationship/CSR-Policy-LCL.pdf

During the year under review, the Corporate Social Responsibility Committee has met 1 (One) time. The details of the Corporate Social Responsibility constitution & its meeting are as mentioned under:-

Name of the Member	Designation	February 22, 2024
Mr. Aryaman Sanjay Thakker	Chairman & Executive Director	V
Mr. Mahesh Pansukhlal Sarda	Member & Independent Director	V
Mr. Paras Dilip Somani	Member & Executive Whole-Time Director	V

The Company has initiated activities in accordance with the said Policy, the details of which have been annexed and forms part of this Report.

21. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are

as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31,2024

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024 read with the explanatory notes therein are selfexplanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. STATUTORY AUDITOR & AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2024

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Shareholders at their 13^th Annual General Meeting held on September 30, 2019 had approved the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Firm Registration

No.: 117365W, to act as the statutory auditor of the Company for the term of 5 (Five) consecutive years period commencing from financial year 2019-20 and who shall hold office from the conclusion of 13^th Annual General Meeting till the conclusion of 18^th Annual General Meeting to be held for the financial year 2023-24.

Further, the Board of Directors recommends to the shareholders to appoint M/s. MSKC & Associates, Chartered Accountants (FRN: 001595S) to act as the statutory auditor of the Company for the term of 5 (Five) consecutive years and who shall hold office from the conclusion of 18^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting to be held for the financial year 2028-29.

The Auditorâs Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2024

Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation

24A of SEBI (LODR) Regulation, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s Ravi Kapoor & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The secretarial audit report issued by M/s Ravi Kapoor & Associates, Practicing Company Secretaries, in Form MR-3 for the financial year 2023-24, forms part of the Directors Report as âANNEXURE IVâ.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

d. INTERNAL AUDITOR

M/s Ernst & Young LLP, Chartered Accountants were appointed as the Internal Auditor of the Company for the financial year 2023-24 based on the recommendation of the Audit Committee of the Company.

e. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

22. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.

23. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on

the going concern status and the Companyâs operations in future.

b. DIRECTORâS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. Such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2024 and of the profit of the Company for that year;

iii. Proper and sufficient care was taken 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;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. Internal financial controls were followed by the Company and such internal financial controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. CORPORATE GOVERNANCE

Your Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance, along with a certificate from the Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the âLODR Regulationsâ) forms part of Annual Report.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

Our Company has implemented 2 (two) Employees Stock Options Schemes (ESOP) for permanent employees which are:

1. Landmark Employee Stock Options Scheme, 2018

2. Landmark Employee Stock Options Scheme, 2023

The Company obtained in principle approvals from the Stock Exchanges to issue equity shares through the ESOP scheme.

The Company has received a certificate from M/s Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, who serves as the Secretarial Auditor of the Company. The certificate certifies that the LCL Employees Stock Option Schemes are implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members. This certificate is available for inspection by the members in electronic mode.

The disclosures in accordance with Part F of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been given at the following web address: https://www. grouplandmark.in7investor-relation.html

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company strongly opposes sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at work place.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as âANNEXURE Vâ.

j. LOANS FROM DIRECTORS

During the year under review, the Company has not borrowed any amount(s) from Directors.

k. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended March 31,2024 as stipulated under Regulation 34 of the Listing Regulations forms a part of this Annual Report.

24. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

25. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution.

26. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business

partners/associates, financial institutions,Central and State Government authorities, Regulatory Authorities, Stock Exchanges and various other stakeholders for their consistent support and encouragement to the Company.

For and on behalf of the Board Landmark Cars Limited

Sanjay Thakker Paras Somani

Chairman and Executive Executive Whole-time

Director Director

DIN:00156093 DIN:02742256

Date: August 13, 2024 Place: Mumbai

Mar 31, 2023

The Directors are hereby presenting the 17^th Directors'' Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31,2023.

1. FINANCIAL STATEMENTS & RESULTS:Financial Results

The Companyâs financial performance during the year ended March 31,2023 as compared to the previous financial year, is summarised as below:

Particulars	Amount (Rs. in Millions)
	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	4,840.03	6,810.23	33,823.51	29,765.23
Other income	113.62	86.64	120.79	125.93
Profit before depreciation and amortisation, finance costs, exceptional items and tax	1,074.34	747.98	2,499.81	1,872.81
Less: Depreciation and amortisation	303.11	222.05	873.07	697.91
Profit before finance costs, exceptional items and tax	771.23	525.93	1,626.74	1,174.90
Less: Finance costs	86.67	60.07	510.96	352.16
Profit before exceptional items and tax	684.56	465.86	1,115.78	822.74
Less: Exceptional items	6.45	-	74.72	-
Profit before tax	678.11	465.86	1,041.06	822.74
Less: Tax expense	170.90	115.93	190.05	160.92
Profit for the year	507.21	349.93	851.01	661.82
Other comprehensive income/(loss), net of tax	(5.39)	5.89	(14.92)	7.62
Total Comprehensive income for the year	501.82	355.82	836.09	669.44
Attributable to:
Non-controlling Interest	-	-	6.08	7.04
Owners of the Company	-	-	830.01	662.40
Surplus in Statement of Profit and Loss brought forward	894.47	557.88	488.61	(154.55)
Add: Profit for the year	507.21	349.93	844.94	654.84
Add: Transfer to retained earnings on options cancelled/exercised during the year	1.05	2.31	1.05	2.31
Less: Remeasurement loss of defined benefit plans for the year	0.35	1.91	1.69	0.25
Less: Payment of dividend	14.65	13.74	14.65	13.74
Surplus in Statement of Profit and Loss	1,387.73	894.47	1318.26	488.61

The Standalone and Consolidated Financial Statements for the financial year ended March 31,2023 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of the Company and its Subsidiaries on its website: https://www.grouplandmark.in/investor-relations / and a copy of audited financial statements of its Subsidiaries will be provided to shareholders upon their request.

2. PERFORMANCE OF THE COMPANY

During the year under review, considering the standalone performance of the Company, the total *proforma revenue from operations has increased to '' 15,180.46 Millions from '' 10,076.01 Millions. Whereas, the total reported revenue from operations has decreased to '' 4,840.03 Millions from '' 6,810.23 Millions. The Company earned a profit after tax of '' 507.21 Millions as compared to '' 349.93 Millions of previous year.

During the year under review, considering the consolidated performance of the Company, the total *proforma revenue from operations has increased to '' 45,949.66 Millions from '' 33,691.34 Millions. Whereas, the reported total revenue from operations has increased to '' 33,823.51 Millions from '' 29,765.23 Millions. On Consolidated basis, the Company has earned the profit after tax of '' 851.01 Millions as compared to '' 661.82 Millions profit of the previous year.

The Indian auto market remains resilient after solid growth in the last 2 years. New model introduction are likely to drive the sales , while the Aftersales business continues to perform and grow. Going ahead the Company would also rely on Preowned car business to drive profitability and growth.

*Note: W.e.f. October 01, 2021, dealership agreement of the Landmark Cars Limited (âLCLâ) and Landmark Cars (East) Private Limited (âLCEPLâ) for sale of new cars with M/s. Mercedes-Benz India Private Limited (âMBILâ) has materially changed and converted to an agency model whereby all new car sales are made directly to customers by MBIL. Under the agency agreement, customers now place orders through LCL and LCEPL directly to MBIL on which LCL and LCEPL earn commission on each sale of Mercedes-Benz cars. The proforma revenue from operations is sum of reported revenue from operations and value of cars sold under Mercedes-Benz agency model reduced by agency commission to enable a like for like comparison.

3. DIVIDEND

The Board of Directors at their meeting held on May 30, 2023 have recommended final dividend of '' 2.25/- (or 45%) per share for the financial year ended March 31,2023.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

In accordance with Regulation 43A of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Board of Directors of the Company has voluntarily adopted a Dividend Policy (âPolicyâ) which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. Dividend payout is in accordance with the Policy which is available on the website of the Company i.e. https://www.grouplandmark.in/investor-relations.

4. NATURE OF BUSINESS AND ANY CHANGES THEREIN

The Company continues to be engaged in luxury and premium automotive retail business in India with dealerships for Mercedes-Benz, Honda, Jeep, Volkswagen, BYD and Renault. The Company also have a commercial vehicle dealership with Ashok Leyland in India and has presence across the automotive retail value chain, including sales of new vehicles, after-sales service and repairs (including sales of spare parts, lubricants and accessories), sales of pre-owned passenger vehicles and facilitation of the sales of third-party financial and insurance products.

There has been no change in the nature of business of the Company during the year under review.

5. TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

6. UNPAID DIVIDEND & IEPF

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe IEPF Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

7 REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has been carrying on its operations through its wholly owned subsidiaries (WOS) and subsidiary companies as detailed below:

The Company has 8 (Eight) Subsidiaries carrying on business of 7 (Seven) brands which are stated as follows:

1. Landmark Automobiles Limited

2. Landmark Lifestyle Cars Private Limited

3. Automark Motors Private Limited

4. Landmark Cars (East) Private Limited

5. Benchmark Motors Private Limited

6. Watermark Cars Private Limited

7. Landmark Commercial Vehicles Private Limited

8. MotorOne India Private Limited

The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2023 and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as âANNEXURE Iâ and forms part of this Report.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on

the Company''s website and can be accessed at the Web-link:

https://www.grouplandmark.in/investor-relations/

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companyâs website https://www. grouplandmark.in/investor-relations/

8. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link: https://www.grouplandmark.in/investor-relations/

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive as it does not own any manufacturing facility. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The Company makes all the efforts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in âANNEXURE IIâ which forms part of this Report.

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company as on March 31, 2023 is placed on the website of the Company at the following web address: https://www.grouplandmark. in/investor-relations/

12. SHARE CAPITAL

During the year under review there was no change in the authorised capital of the Company. The existing share capital of the Company is as stated below: -

A. Authorised Share Capital

The Authorised Share Capital of the Company is '' 27,05,00,000 (Rupees Twenty-Seven Crores Five Lacs Only) comprising of 5,37,00,000 (Five Crores Thirty-Seven Lacs) Equity Shares of '' 5 each and 4,00,000 (Four Lacs) Preference Shares of '' 5 each.

B. Issued, Subscribed and Paid up Share Capital

During the year under review, the Company has allotted 29,66,498 Equity Shares of face value of '' 5/- each through the fresh issue during the Initial Public Offering of the Company and 32,628 Equity Shares of face value of '' 5/- each pursuant to the exercise of options by eligible employees under Landmark Cars Limited Employee Stock Option Scheme to the eligible grantees, pursuant to exercise of stock options granted thereunder. Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Company is '' 19,81,23,730 (Rupees Nineteen Crores Eighty One Lakhs Twenty Three Thousand Seven Hundred and Thirty Only) as at March 31, 2023 comprising of 3,96,24,746 Equity Shares of face value of ''. 5/-each fully paid-up.

13. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.

14. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The details of Investments, Loans, Guarantees and Securities have been disclosed in the Financial Statements.

15. PROMOTERS

The Promoter Group holding in the Company as on March 31, 2023 was 55.18% of the Companyâs paid-up Equity Share Capital. The members may note that the shareholding and other details of Promoters has been provided in Annual Return.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.

17 DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations have been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The Company has a robust Internal Audit mechanism, conducted as per pre-approved calendar. Basis the audit, Internal Auditor periodically report on the Design deficiency and Operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management.

18. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNELa) Board of Directors

The Board of Directors of Landmark Cars Limited is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by Chairman. The Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31,2023 are as follows:
Name of the Director	Designation	DIN
Mr. Sanjay Karsandas Thakker	Chairman and Executive Director	00156093
Mr. Paras Dilip Somani	Executive Whole-time Director	02742256
Mr. Aryaman Sanjay Thakker	Executive Director	07625409
Mr. Manish Balkishan Chokhani	Independent Director	00204011
Mr. Akshay Tanna (resigned w.e.f. May 24, 2023)	Nominee Director of TPG Growth	02967021
Mr. Gautam Yogendra Trivedi	Independent Director	02647162
Mrs. Sucheta Nilesh Shah	Independent Director	00322403
Mr. Mahesh Pansukhlal Sarda	Independent Director	00023776

None of the directors of the Company are disqualified under the provisions of the Act.

(i) Appointment

Mr. Mahesh Pansukhlal Sarda was appointed as additional Independent Director of the Company on July 04, 2022 to hold office upto the date of next Annual General Meeting. The proposal for appointment of Mr. Mahesh Pansukhlal Sarda as an Independent Director of the Company was placed in the Annual General Meeting held on July 29, 2022 and the members appointed him as Independent Director by passing a Special Resolution.

(ii) Resignation

Mr. Ramakant Sharma, Independent Director,

resigned from the directorship of the Company with effect from June 01,2022.

(iii) Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Aryaman Sanjay Thakker, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director

of a Company as per the disclosure received from him pursuant to Section 164(1) and (2) of the Companies Act, 2013. The directors recommend his re-appointment.

b) Key Managerial Personnel

There is no change in the Key Managerial Personnel (KMP) during the year under review.

The Key Managerial Personnel (KMP) of the Company as on March 31,2023 are as follows:

Name	Designation	Date of Original Appointment
Mr. Paras Dilip Somani	Executive Whole-time Director	July 01,2006
Mr. Surendra Agarwal	Chief Financial Officer	May 09, 2018
Mr. Amol Arvind	Company	February 01,
Raje	Secretary	2021

c) Declaration by Independent Directors

In terms of Section 149 of the Act and other applicable regulations if any (i) Mr. Manish Chokhani (ii) Mr. Gautam Trivedi (iii) Mrs. Sucheta Shah (iv) Mr. Mahesh Sarda are the Independent Directors of the Company as on date of this report.

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the Act. Such declarations include the confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.

d) Remuneration / Commission drawn from Holding / Subsidiary Company

During the year under review, no director has

drawn remuneration or commission from any subsidiary Company.

e) Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

19. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIESa) Board meetings

The Board of Directors met 6 (Six) times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of the same are as mentioned under:-

Name of the Director	July 04, 2022	October 01, 2022	December 05, 2022	December 16, 2022	December 21, 2022	February 13, 2023
Mr. Sanjay Karsandas Thakker	V	V	V	V	V	V
Mr. Paras Dilip Somani	V	V	V	V	Absent	V
Mr. Aryaman Sanjay Thakker	V	V	V	V	V	V
Mr. Manish Balkishan Chokhani	V	V	V	Absent	V	V
Mr. Akshay Tanna	V	V	V	V	V	V
Mr. Gautam Yogendra Trivedi	V	V	V	V	V	V
Mrs. Sucheta Nilesh Shah	V	V	V	V	V	V
Mr. Mahesh Pansukhlal Sarda	NA	Absent	V	V	V	V

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

b) Audit Committee

The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time read with Regulation 18 of SEBI (LODR) Regulations 2015. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulations 2015.

The Audit Committee comprises of:

Mrs. Sucheta Nilesh Shah		Independent Director & Chairperson
Mr. Gautam Yogendra Trivedi		Independent Director & Member
Mr. Paras Dilip Somani		Executive Whole-time Director & Member
The Audit Committee met 4 (Four) times during the financial year ended March 31,2023. The details of the same are as mentioned under:-
Name of the Director	July 04, 2022		October 01, 2022	December 21, 2022	February 13, 2023
Mrs. Sucheta Nilesh Shah	V		V	V	V
Mr. Gautam Yogendra Trivedi	V		V	V	V
Mr. Paras Dilip Somani	V		V	Absent	V

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee and no personnel have been denied access to the Audit Committee.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 amended from time to time read with Regulation 19 of SEBI (LODR) Regulations 2015.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been placed on the Website of the Company at https://www.grouplandmark.in/wp-content/uploads/2022/12/ Nomination-and-Remuneration-Policy.pdf.

The composition of the Committee was as under:

Mr. Gautam Yogendra Trivedi	Independent Director & Chairperson
Mrs. Sucheta Nilesh Shah	Independent Director & Member
Mr. Akshay Tanna	Nominee Director & Member
The Nomination & Remuneration Committee met 3 (Three) times during the financial year ended March 31, 2023. The details of the same are as mentioned under: -
Name of the Director		May 16,2022	July 04, 2022	December 05, 2022
Mr. Gautam Yogendra Trivedi		V	V	V
Mrs. Sucheta Nilesh Shah		V	V	V
Mr. Akshay Tanna		V	V	V
Pursuant to resignation of Mr. Akshay Tanna, the composition of the Committee is as under:
Mr. Gautam Yogendra Trivedi	Independent Director & Chairperson
Mrs. Sucheta Nilesh Shah	Independent Director & Member
Mr. Mahesh Pansukhlal Sarda	Independent Director & Member
d) Stakeholders Relationship Committee During the year under review, pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations 2015, the Board of Directors of the Company has constituted the Stakeholderâs Relationship Committee, comprising of the following members:
Mr. Gautam Yogendra Trivedi	Independent Director & Chairperson
Mr. Mahesh Pansukhlal Sarda	Independent Director & Member
Mr. Aryaman Sanjay Thakker	Executive Director & Member

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act.

The Stakeholders Relationship Committee met 1(One) time on March 31,2023 with the presence of all the members, during the financial year ended March 31,2023.

During the year under review, the Company has resolved all the complaints received from the Shareholders. There was no complaint pending as on March 31,2023.

e) Risk Management Committee

During the year under review, pursuant Regulation 21 of SEBI (LODR) Regulations 2015, the Board of Directors of the Company had constituted the Risk Management Committee, comprising of the following members:

Mr. Manish Balkishan Chokhani	Independent Director & Chairperson
Mr. Akshay Tanna	Nominee Director & Member
Mr. Surendra Agarwal	Chief Financial Officer & Member

The Risk Management Committee met 2 (Two) times during the financial year ended March 31,2023. The details of the same are as mentioned under:

Name of the Director		December 21, 2022	March 30, 2023
Mr. Manish Balkishan Chokhani		V	V
Mr. Akshay Tanna		V	V
Mr. Surendra Agarwal		V	V
Pursuant to resignation of Mr. Akshay Tanna , the composition of the Committee is as under:
Mr. Manish Balkishan Chokhani	Independent Director & Chairperson
Mr. Mahesh Pansukhlal Sarda	Independent Director & Member
Mr. Surendra Agarwal	Chief Financial Officer & Member

f) Independent Directors meeting

In Compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations 2015; the Independent Directors Meeting of the Company was held on February 13, 2023. Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programmes by Chairman, Executive Directors and Senior Management.

The Independent Directors present at the meeting held on February 13, 2023 were as follows:

Name of the Directors	Position	Status
Mr. Manish Balkishan Chokhani	Chairperson	Independent Director
Mr. Gautam Yogendra Trivedi	Member	Independent Director
Mrs. Sucheta Nilesh Shah	Member	Independent Director
Mr. Mahesh Pansukhlal Sarda	Member	Independent Director

g) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a Listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link: https://www. grouplandmark.in/wp-content/uploads/2022/01/Vigil-Mechanism-Policv.pdf

h) Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companyâs businesses, and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

i) Annual Evaluation of Directors, Committee and Board

The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management Committee and other Committees of Board of Directors.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

j) Management Discussion & Analysis

Report on Management Discussion & Analysis is appended as a separate section to this Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting of following members:

Mr. Aryaman Sanjay Thakker	Executive Director & Chairperson
Mr. Mahesh	Independent Director &
Pansukhlal Sarda	Member
Mr. Paras Dilip Somani	Executive Whole-time Director & Member

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee.

The CSR Policy of the Company is available on the Companyâs web-site and can be accessed in the link provided herein below:

https://www.grouplandmark.in/wp-content/

uploads/2022/02/CSR-Policy-LCL.pdf

The CSR Committee met once during the financial year ended March 31,2023 on March 27, 2023.

The Company has initiated activities in accordance with the said Policy , the details of which have been mentioned in âANNEXURE IIIâ which forms part of this Report

21. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITOR & AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2023

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Shareholders at their 13th Annual General Meeting had approved the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Firm Registration No.: 117365W, to act as the statutory auditor of the Company for the term of 5 (Five) consecutive years period commencing from financial year 2019-20 and who shall hold office from the conclusion of 13th Annual General Meeting till the conclusion of 18th Annual General Meeting to be held for the financial year 2023-24.

The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2023

Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation 24A of SEBI (LODR) Regulations, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s Ravi Kapoor & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report issued by M/s Ravi Kapoor & Associates, Practicing Company Secretaries, in Form MR-3 for the financial year 2022-23, forms part of the Directorsâ Report as âANNEXURE IVâ.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

c. INTERNAL AUDITOR

M/s Ernst & Young LLP, Chartered Accountants were appointed as the Internal Auditor of the Company for the financial year 2022-23 based on the recommendation of the Audit Committee of the Company.

d. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

22. INSURANCE

All the insurable interests of the Company including properties, equipment, stocks etc. are adequately insured.

23. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

b. DIRECTORâS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial

statements of the Company for the year ended

March 31, 2023, the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

iii. Proper and sufficient care was taken 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;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. Internal financial controls were followed by the Company and such internal financial controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. CORPORATE GOVERNANCE

Our Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance, along with a certificate from the Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the âLODR Regulationsâ) forms part of Annual Report.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read

with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

Our Company has implemented an Employees Stock Options Scheme (ESOP) for permanent employees. The Company obtained in principle approvals from the Stock Exchanges to issue equity shares through the ESOP scheme.

The Company has received a certificate from M/s Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, who serves as the Secretarial Auditor of the Company.

The certificate certifies that the LCL Employees Stock Option Scheme 2018 is implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members. This certificate is available for inspection by members in electronic mode.

The disclosures in accordance with Part F of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been given at the following web address: https://www. grouplandmark.in/investor-relations/

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at work place.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The disclosures as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been marked as âANNEXUREVâ

j. LOANS FROM DIRECTORS

During the financial year under review, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is being given by him out of his own funds. Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014: -

'' in Millions
Name of Director	Loan taken	Loan refunded	Balance at the end of the year
Mr. Sanjay Thakker	153.70	156.30	Nil
Mr. Aryaman Thakker	6.71	23.01	Nil

k. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2023 as stipulated under Regulation 34 of the Listing Regulations has been marked as âANNEXURE VIâ.

24. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

25. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution.

26. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

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