Landmarc Leisure Corporation Ltd Directors Report

To,

The Members,

Landmarc Leisure Corporation Limited

Your Director s have pleasure in presenting Annual Report together with the Audited Accounts of theCompany for the year ended 31 st March, 2025

1. FINANCIAL RESULTS

Your Company financial performance during the year 2024-25 is summarized below:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	115.47	49.55
Other Income	8.85	2.69
Total Revenue	124.32	52.24
Less: Depreciation Expenses	(0.74)	(0.81)
Less: Expenses	(98.11)	(125.72)
Profit/(Loss) Before Extraordinary Items	25.47	(74.29)
and Tax
Less: Extraordinary Items	-	-
Profit/(Loss) Before Tax	25.47	(74.29)
Less: Taxation	-	(0.47)
Profit/(Loss) After Tax	25.47	(74.76)
EPS (in Rs.)	0.003	(0.009)

2. FINANCIAL SUMMARY

The Company s Net Profit for the Financial Year ended March 31, 2025 stood at Rs. 25,47,000 as against a Net loss of Rs. 74,29,000 in the previous year.

3. CHANGE IN NAME OF THE COMPANY

There was no change in the name of the company during the year under review.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the company.

5. TRANSFER TO RESERVES

Profit during the year has been transferred to Reserves.

6. CHANGES IN SHARE CAPITAL

During the financial year under review, there was no change in the share capital of the company.

However, subsequent to the end of the Financial year, the company through its postal ballot dated June 20, 2025, issued and allotted 18,00,00,000 (Eighteen Crores) Equity Shares having a face value of Re. 1/- (Rupee One Only) at an issue price of Rs. 1.11/-

(One Rupee and Eleven Paise only) per Equity Share, by way of preferential allotment to the proposed allottees, aggregating to Rs. 19,98,00,000/- (Rupees Nineteen Crores Ninety Eight Lakh Only).

Application filed to BSE however it is pending before BSE for approval.

7. DIVIDEND

The Board of Directors expressed their inability to recommend any dividend on equity shares forthe year ended March 31, 2025.

8. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from public nor during the previous financial year.

9. BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweat equity or Bonus sharesduring the year under review.

10. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

11. STATUTORY AUDITORS

M/s. S K H D &Associates, Chartered Accountants were appointed as Statutory Auditor of the Company hold office for a period of five years from the conclusion of 30 th Annual General Meeting until the conclusion of 35 th Annual General Meeting.

The Board noted the continuation of M/s. S K H D & Associates, Chartered Accountants as Statutory Auditors of the Company till FY 2025-2026.

12. INTERNAL AUDITOR

The Board of Directors on the recommendation of Audit Committee in their meeting on Tuesday, May 28, 2024 have appointed M/s Kunal B. Shah & Associates as Internal Auditor for a period of 3 years from Financial Year 2024-2025 to Financial Year 2026-2027.

13. STATUTORY AUDIT REPORT

The Auditor s Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).

14. COST AUDITOR REPORT AND COST RECORD

Appointment of Cost Auditor and maintenance of cost records is not applicable to the company.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)

OF SECTION 143 OF THE COMPANIES ACT, 2013

There are no frauds reported by the Statutory Auditors of the Company under Section 143

(12) of the Companies Act, 2013.

16. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. NVB & Associates, Practicing Company Secretary, is the Secretarial Auditor of the Company for the FY 2024-25. Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations the Board of Directors in their meeting held on May 28, 2024 have re-appointed M/s. NVB & Associates, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2024-25.

M/s. NVB & Associates, Practising Company Secretaries ceased to be the Secretarial Auditors of the Company w.e.f. August 29, 2025 due to pre-occupation.

Further, appointment of M/s. DSM and Associates, Company Secretaries (UCN: P2015MH038100) as Secretarial Auditors of the Company The SEBI has amended the Listing Regulations with effect from December 12, 2024 by way of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations 2024 (SEBI Notification) on the Secretarial Audit and provides that every Listed Entity and its Material Unlisted Subsidiary incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer-reviewed Company Secretary and shall be recommended by the Board for the approval of the Shareholders. The appointment of an individual as Secretarial Auditor shall not be more than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years each with the approval of the Shareholders in the Annual General Meeting.

In line with the above SEBI amendment, the Board, subject to the approval of the members, proposes to appoint M/s. DSM and Associates, Company Secretaries as Secretarial Auditors of the Company for a period of five consecutive financial years i.e., from FY 2025-26 to FY 2029-30 on such terms of remuneration, including reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditor.

In connection with the proposed appointment, M/s. DSM and Associates, Company Secretaries have confirmed their eligibility and independence to conduct the Secretarial Audit of Landmarc Leisure Corporation Limited.

Necessary resolution seeking the approval of the Members for the said appointment forms part of the Notice of the 34 th Annual General Meeting.

The Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual Report and attached herewith as Annexure- 6.

The Secretarial Audit report for the current year is self-explanatory, therefore does not require any further explanation.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the composition of directors and KMP.

Subsequent to the end of the financial year under review, the company through its (01/2025-26) postal ballot dated June 20, 2025, re-appointed Mr. Mahadevan Ramanathan Kavassery (DIN: 07485859) as a Whole-Time Director and Chief Financial Officer (CFO) for a period of three years effective from April 12, 2025 to April 11, 2028.

Also, after the closure of Financial Year, following changes were made in the composition of directors:_

1. Mr. Jaljeet Kiran Ajani (DIN: 07977686) resigned from the post of Non- Executive Independent Director with effect from August 07, 2025 vide his resignation letter dated August 07, 2025.

2. Ms. Vidhi Kasliwal (DIN: 00332144), Non-Executive-Non-Independent Director of the Company who was liable to retire by rotation has been re-appointed in the board meeting held on August 29, 2025, subject to the approval of the members of the Company.

Mr. Rudra Narain Jha (DIN: 00033291), Non-Executive Independent Director is associated with two companies undergoing Corporate Insolvency Resolution Process (CIRP) namely:-

1. Shree Ram Urban Infrastructure Limited

2. Raghuveer Urban Construction Company Private Limited

18. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD

During the year under review, six meetings of the Board of Directors were held details of which are given in the Corporate Governance Report which is annexed as Annexure - 4 to this Report.

Further, during the year under review the Committees of Board of Directors were duly constituted and their meetings were conducted in accordance with the Act and the Listing Regulations, details of which are given in the Corporate Governance Report which is annexed as Annexure - 4 to this Report.

19. ANNUAL RETURN

The Annual Return along with Notice of AGM is uploaded on the website of the Company. Theweb link for the same is as under: https://llcl.co.in/

20. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

As on March 31, 2025, the Company does not have any subsidiary, associate or joint venture.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure 2 .

22. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptionalcases. The web link for the policy is as under: https://llcl.co.in/

23. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is annexed as Annexure- 5 of this Report .

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS

There were contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related party transactions as per IND AS 24 are given in the notes to the financial accounts and forms part of the Annual Report in AOC-2 as Annexure - 1 . The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: https://llcl.co.in/

26. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form partof the website of the Company. The web link of Familiarization program is as under: https://llcl.co.in/

28. INDEPENDENT DIRECTOR S MEETING

The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the

Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

30. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,

EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the independent directors fulfill the conditions specified in SEBI(LODR) Regulations, 2015, and are independent of the management of the Company.

31. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of itsown performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non -Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

32. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:

As on March 31, 2025 8,25,40,000 (Eight Crores, Twenty-Five Lakhs and Forty Thousand) equity shares of the Company i.e. 100% of the total equity shares were held in dematerialized form. The International Securities Identification Number ( ISIN ) allotted to the Company s shares under the Depository System is INE394C01023 .

During the year under review, the company s preference shares were unlisted.

However, subsequent to the end of financial year, the company received its ISIN: INE394C04019 for 2,54,00,000 Unsecured Cumulative Non-Participative Redeemable Non-Convertible Preference Shares, as per CDSL s letter dated June 16, 2025.

The Company has entered into agreements with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. Shareholders can open their accounts with any of the Depository Participant registered with the above-mentioned depositories.

The Equity Shares of the Company are infrequently traded at BSE. The detailed information is covered in the Corporate Governance Report forming part of this Annual

Report.

33. CORPORATE GOVERNANCE

The company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report as Annexure 4.

34. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS: The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible

35. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE

UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report. The loans and advances made by the Company, during the financial year under review, are within the limits prescribed in the section 186 of the Companies Act, 2013

36. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF

FINANCIAL YEAR

There have been following material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report:-

The company through its postal ballot dated June 20, 2025, issued and allotted 18,00,00,000 (Eighteen Crores) Equity Shares having a face value of Re. 1/- (Rupee One Only) at an issue price of Rs. 1.11/- (One Rupee and Eleven Paise only) per Equity Share, by way of preferential allotment to the proposed allottees, aggregating to Rs. 19,98,00,000/- (Rupees Nineteen Crores Ninety Eight Lakh Only).

As per MCA Circular, Current year AGM is being held through Video Conferencing. Necessary procedure is given in the AGM Notice. Members are requested to update their Email ID either by writing to the Company or through the Register or Transfer Agents.

37. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS

SEBI vide order dated January 20, 2023 has imposed penalty on company and its director. The same has been paid.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

As on March 31, 2025, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE

TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There is no one time settlement done with bank or any financial institution.

40. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT

SHALL EXPLAIN THE REASON THEREOF;

The trading of the company has been suspended due to non- payment of ALF dues.

41. NOMINATION AND REMUNERATION POLICY

An extract of the Company s policy relating to directors appointment, payment of remunerationand discharge of their duties. The web link to the Nomination and Remuneration Policy is as under: https://llcl.co.in/

42. PARTICULARS OF EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ( " the Act " ) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 which is attached as Annexure 3.

43. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,

EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. The constitution of Committee as on March 31, 2025 is as follows:

Name of the Member	Directorship	Status in
		committee
Aarti Bagdi	Non-executive Independent	Chairperson
	director
Jaljeet Kiran Ajani	Non-executive Independent	Member
	director
Rudra Narain Jha	Non-executive Independent	Member
	director
Jitendra Balwansinh	Non-executive Independent	Member
Chaudhary	director

b. The revised constitution of Committee as on date of director is as follows:

Name of the Member	Directorship	Status in
		committee
Aarti Bagdi	Non-executive Independent	Chairperson
	director
Rudra Narain Jha	Non-executive Independent	Member
	director
Jitendra Balwansinh	Non-executive Independent	Member
Chaudhary	director

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

A Number of complaints of Sexual Harassment received in the Year	Nil
B Number of Complaints disposed off during the year	Nil
C Number of cases pending for more than ninety days	Nil

45. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education andProtection Fund (IEPF).

46. MATERNITY BENEFIT

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the year under review, the Company has continued to provide maternity benefits to its eligible women employees, including paid maternity leave, medical bonus, and other statutory entitlements.

Additionally, the Company has adopted progressive HR policies that support the well-being of women employees through flexible work arrangements, extended maternity support in special cases, and awareness initiatives regarding maternal health and work-life balance.

These initiatives underscore the Company s commitment to fostering a supportive, inclusive, and equitable workplace.

47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls besides timely statutory audit and limitedreviews of performance taking place periodically.

48. DIRECTOR S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures, if any; (b) Appropriate accounting policies have been selected and applied consistently and have 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, 2025 and of the profit for the Company for the year ended March 31, 2025; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis; (e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

49. REGISTRATION WITH INDEPENDENT DIRECTOR S DATABANK

The Independent directors of the company are yet to be registered with Independent director databank.

50. ACKNOWLEDGEMENT

Your Director s takes opportunity to show gratitude towards the assistance and cooperation received from Shareholders.

	For and on Behalf of the Board of Directors of
	Landmarc Leisure Corporation Limited
	Sd/-	Sd/
	K. R. Mahadevan	Vidhi Kasliwal
	Whole Time Director & CFO	Director
	DIN: 07485859	DIN: 00332144
Place: Mumbai
Date: August 29, 2025