Your Directors are hereby presenting the 19^th Directors’ 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 Company’s 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:

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. COMPANY’S 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.

India’s 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. India’s 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 Company’s 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 year’s 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 one¬
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 business’s ability to generate healthy
internal accruals even in an investment-intensive year.

Landmark Cars has effectively balanced rapid growth
with measured financial discipline. The Company’s
targeted investments, rigorous cost control, and
consistent focus on profitability continue to reinforce
its financial resilience, positioning it strongly for
sustained value creation in India’s 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
(“the Listing Regulations”), the Board of Directors
of the Company have adopted a Dividend Policy
(“Policy”) 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

Pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(“the IEPF Rules”), 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, 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, 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.

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 “ANNEXURE V”.

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 Company’s 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 Company’s 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 (“the Act”) 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 arm’s
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 Company’s 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 “ANNEXURE I” 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 —
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 (“the Act”) 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
Company’s 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 Company’s 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
Company’s 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:

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 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. 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:

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
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:-

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:-

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:-

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 Stakeholder’s 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 :-

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:-

s : Present at 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 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 Director’s and
Senior Management.

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

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 Company’s 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:

The CSR Policy of the Company is available on the Company’s 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:-

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 self¬
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,
Firm’s 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 Auditors’ 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 —
2024-25, forms part of the Directors Report as
“ANNEXURE III’.’

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 “Peer Reviewed
Company Secretary”. 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 Company’s
operations in future.

b. DIRECTOR’S 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 “LODR Regulations”)
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 “ANNEXURE IV”.

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
“ANNEXURE VI”

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