Landmarc Leisure Corporation Ltd Directors Report

Dear Stakeholders,

Your Directors have pleasure in presenting the 35^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS

Your Companys financial performance during the year 2025-26 is summarized below:

Particulars	2025-26	2024-25
Revenue from Operations	6.93	115.47
Other Income	28.72	8.85
Total Revenue	35.65	124.32
Less: Depreciation Expenses	(0.65)	(0.74)
Less: Expenses	(100.41)	(98.11)
Profit/ (Loss) Before Extraordinary Items and Tax	(65.41)	25.47
Less: Extraordinary Items	-	-
Profit/(Loss) Before Tax	(65.41)	25.47
Less: Taxation	-	-
Profit/(Loss) After Tax	(65.41)	25.47
EPS (in Rs.)	(0.006)	0.003

2. FINANCIAL SUMMARY

Your Companys total revenue stood at Rs. 35.65 (Rs. In Lakhs) in the financial year 202526 from Rs. 124.32 (Rs. In Lakhs) in the financial year 2024-25, registering a decline of 71.32% compared to the previous financial year.

The Company reported a Net Loss after tax of Rs. 65.41 (Rs. In Lakhs) for F.Y. 2025-26, compared to a Net Profit after tax of Rs. 25.47 (Rs. In Lakhs) in F.Y. 2024-25.

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

In view of the loss incurred by the Company during the financial year under review, no amount has been transferred to the General Reserve or any other reserve.

6. SHARE CAPITAL Authorised Share Capital:

As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 1,10,00, 00,000/- (Rupees One Hundred and Ten Crores Only), comprising 99,40,00,000 Equity Shares of Re. 1/- (Rupee One Only) each and 10,60,000 Preference Shares of Rs. 100/- (Rupees One Hundred Only) each. There was no change in the Authorised Share Capital of the Company during the year under review.

Issued, subscribed and Paid Up Share Capital:

As on March 31, 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs. 98,00,00,000/- (Rupees Ninety-Eight Crores Only), comprising 98.00. 00.000 Equity Shares of Re. 1/- (Rupee One Only) each.

During the year under review, pursuant to the approval of the Board of Directors on 20.05.2025, the approval of the shareholders on 20.06.2025, and the in-principle approval received from BSE Limited on 20.09.2025, the Company allotted 18,00,00,000 (Eighteen Crores) Equity Shares of face value of Re. 1/- (Rupee One only) each at an issue price of Rs. 1.11/- (Rupee One and Eleven Paise only) per Equity Share on 06.10.2025, by way of preferential allotment to non-promoter investors. The preferential issue aggregated to Rs. 19,98,00, 000/- (Rupees Nineteen Crores Ninety-Eight Lakh only).

Subsequently, the Company obtained listing approval from BSE Limited on 29.12.2025, and trading approval was received from BSE Limited on 26.02.2026, pursuant to which the aforesaid Equity Shares were listed and admitted for trading with effect from 27.02.2026.

Further, during the year under review, the Board of Directors, at its meeting held on February 13, 2026, approved the premature redemption of 2,54,000 (Two Lakh Fifty-Four Thousand) 0% Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each, fully paid-up, aggregating to Rs. 2,54,00,000/- (Rupees Two Crores Fifty-Four Lakh Only).

7. DIVIDEND

Due to conservation of resources for future expansion your directors have not recommended any dividend on the Equity Shares for the financial year under review.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), top one thousand listed entities based on market capitalization shall formulate a dividend distribution policy. The Company is outside the purview of top one thousand listed entities. In view of this formulation of a dividend distribution policy is not applicable to the Company.

8. PUBLIC DEPOSITS

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

9. STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

M/s. S K H D & Associates, Chartered Accountants (Firm Registration No: 105929W), were reappointed as statutory auditors for a period of (5) five consecutive years at the 30^th Annual General Meeting ("AGM") of the Company held on 30^th September, 2021 to hold office from the conclusion of the said Meeting till the conclusion of the 35^th AGM to be held in the year 2026.

Your Board recommends the appointment of M/s. S M M P & Company, Chartered

Accountants, (Firm Registration No. 120438W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of this AGM till the conclusion of the 40^th AGM to be held in the year 2031, in place of retiring auditors viz. M/s. S K H D &Associates, Chartered Accountants, on such remuneration as shall be fixed by the Board of Directors of the Company. The Company has received letter from the M/s. S M M P & Company, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

Auditors Report:

The Auditors 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).

The Statutory Audit Report for the financial year ended March 31, 2026 contains the following qualification(s), reservation(s), adverse remark(s), and/or disclaimer(s):

Observations	Management Response
1. Refer Note No. 31 to the financial statement of the Company which states that the Company has given Interest-free Loans to parties for amounting to Rs. 455.87 Lakhs for which term sheet and other documents are not regularized thereby having consequential impact on Loss of the Company for the year ended and Loans to the above extent as per the requirements of Ind AS 109, Financial Instruments.	The observation is self explanatory, therefore does not require any further explanation.
2. Refer Note No. 32(a) of the financial statement of the Company regarding non-provision for Expected Credit Loss (ECL) as per the requirements of Ind AS 109, Financial Instruments on doubtful advance/deposits given to a party amounting to Rs. 2,218.28 Lakhs, the said Company has gone into Resolution under Insolvency and	The observation is selfexplanatory, therefore does not require any further explanation.
Bankruptcy Code (IBC), consequently, advances/deposits and shareholders funds are overstated, and the loss for the year is understated by Rs. 2,218.28 lakhs.
3. Refer Note No. 32(b) to the financial statement regarding non-provision for Expected Credit Loss (ECL) as per the requirements of Ind AS 109, Financial Instruments on doubtful Security deposit given by the Company and nonavailability of confirmation, as the said Company has gone into Liquidation and liquidator has been appointed amounting to Rs. 1,500 Lakhs, consequently, Security deposit and shareholders funds are overstated, and the loss for the year is understated by Rs. 1,500 lakhs.	The observation is selfexplanatory, therefore does not require any further explanation.
4. Refer Note No. 33 to the financial statement which states that the Company has during the year ended has not carried out Actuarial valuation as per the recommendations of Ind AS 15 "Employee Benefits" issued by the Institute of Chartered Accountants of India and instead provided for Gratuity on accrual basis as per Management Estimates. The amount of shortfall in such provision is currently unascertainable since the Actuarial Valuation was not carried out. However, the management is of the opinion that the provision created in the books is sufficient considering the number of employees.	The observation is selfexplanatory, therefore does not require any further explanation.

10. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on May 28, 2024, appointed M/s. Kunal B. Shah & Associates as the Internal Auditor of the Company for a period of (3) three years, commencing from the Financial Year 2024-25 and continuing up to the Financial Year 2026-27.

11. COST AUDITOR REPORT AND COST RECORD

The provisions relating to the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and the appointment of a Cost Auditor under Section 148(3) of the

Companies Act, 2013 are not applicable to the Company. Accordingly, the Company is not required to maintain cost records or appoint a Cost Auditor.

12. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (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.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations (as amended), the members of the Company at 34^th AGM have appointed M/s. DSM and Associates, Company Secretaries (UCN: P2015MH038100) as the Secretarial Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 34^th AGM till the conclusion of 39^th AGM of the Company (to be held for the financial year 2029-30) i.e. to conduct the Secretarial Audit from the financial year 2025-26 to the financial year 2029-30.

M/s. DSM and Associates, Company Secretaries (UCN: P2015MH038100), ceased to be the Secretarial Auditors of the Company w.e.f. 27^th February 2026 due to pre-occupation.

M/s. Amit Jalan & Associates (Firm Registration Number S2024MH999400), Practicing Company Secretaries were appointed as the Secretarial Auditor of the Company at the Board Meeting held on 30^th March 2026 to fill the casual vacancy caused due to the resignation of M/s. DSM and Associates, Company Secretaries, (UCN: P2015MH038100), to hold the office of the Company until the conclusion of the ensuing Annual General Meeting.

M/s. Amit Jalan & Associates, Company Secretaries (Firm Registration Number

S2024MH999400), ceased to be the Secretarial Auditors of the Company w.e.f. 22^nd June 2026 due to inadequacy of professional fees.

M/s. Pimple & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor of the Company at the Board Meeting held on 22^nd June 2026 to fill the casual vacancy caused due to the resignation of Amit Jalan & Associates, Company Secretaries, to hold the office of the Company until the conclusion of the ensuing Annual General Meeting. The Secretarial Audit Report for the F.Y. 2025-26 is annexed as "Annexure 1" and forms an integral part of this Report. The Secretarial Audit Report for the financial year ended March 31, 2026 contains the following qualification(s), reservation(s), adverse remark(s), and/or disclaimer(s):

Action taken under	Details of Violation	Details of action taken e.g. fines, warning letter, department etc.	Observation/rem arks of the Practising Company Secretary, if any	Management Response
1. Regulation 33	The Board Meeting outcome for the financial results for the quarter ended 30.09.2025 was submitted belatedly. The same was required to be submitted by 14.11.2025, however, it was submitted on 17.11.2025 without the Limited Review Report. The final outcome along with the Limited Review Report was submitted on 21.11.2025.	The BSE has levied penalty of Rs. 29500/-	Company has paid penalty on January 12, 2026	The Company has taken corrective action by submitting the final outcome along with the Limited Review Report and by paying the penalty levied by BSE. The Company should ensure timely submission of financial results along with the Limited Review Report in future
2. Regulation 31	Delay in submission of Shareholding Pattern for the quarter ended March 31, 2025.	The BSE has levied a penalty of Rs. 18000/-	Company has paid penalty on August 8, 2025	The Company has taken corrective action by submitting the Shareholding Pattern and
	The Shareholding Pattern was required to be submitted on or before 21.04.2025 was submitted on 30.04.2025			paying the penalty levied by BSE. The Company should strengthen its internal compliance monitoring system to avoid such delay in future
3. Regulation 31	Delay in submission of Shareholding Pattern for the quarter ended June 30, 2025. The Shareholding Pattern was required to be submitted on or before 21.07.2025 was submitted on 24.07.2025	NA	Shareholding pattern submitted with delay of 3 days.	The Company has complied by filing the Shareholding Pattern. However, the Company should take necessary steps to ensure timely filing of Shareholding Pattern within the prescribed timeline in Future.
4. SOP fine	Payment of fine amounting to Rs. 13,52,752/- pertains to earlier year Non-compliances / delayed Filings	The BSE has levied Penalty of Rs. 13,52,752/-	Company has paid penalty on August 8, 2025
5. Section 149 and 150 read with the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019	The registration of the Independent Director in the Independent Directors databank was pending	NA	The registration of the Independent Director in the Independent Directors databank was pending	The Company is advised to complete the registration formalities of the Independent Director in the databank and maintain proper documentary evidence for Future records.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations (as amended), the aforesaid provisions of the Companies Act, 2013 and based on the recommendations of the Audit Committee and subject to the approval of the members of the Company, the Board has appointed M/s. M. K. Saraswat and Associates LLP, Company Secretaries (UIN: S2012MH191300) as the Secretarial Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 40^th AGM to be held for the financial year 2030-31 i.e. to conduct the Secretarial Audit from the financial year 2026-27 to the financial year 2030-31.

Brief profile of the said proposed Secretarial Auditor is separately provided in the Notice of ensuing AGM. M/s. M. K. Saraswat and Associates LLP has given his consent to act as the Secretarial Auditor of the Company and confirmed that: (i) the aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations; and (ii) he is not disqualified to be appointed as the Secretarial Auditor in terms of provisions of the Act, Rules made thereunder and SEBI Listing Regulations.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following changes were made in the composition of Directors:

1. 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.

2. 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.

3. Mr. Mahadevan Ramanathan Kavassery resigned from the position of Chief Financial Officer with effect from close of business hours on March 21, 2026 vide his resignation letter dated March 21, 2026.

4. Mr. Vikrant Raju Lad was appointed as Chief Financial Officer of the Company with effect from March 30, 2026 at the Board meeting of the Company held on March 30, 2026.

The list of Directors and Key Managerial Personnel as of 31^st March 2026 are as follows:

Name of Director and KMP	Category	Designation	Date of Appointment
Ms. Vidhi Vikas Kasliwal	Non-executive NonIndependent Director	Director	17/06/2005
Mr. Mahadevan Ramanathan Kavassery	Executive Director	Whole-time director	12/04/2016
Mr. Rudra Narain Jha	Non-executive Independent Director	Independent Director	12/04/2016
Mr. Jitendra Balwansinh Chaudhary	Non-executive Independent Director	Independent Director	24/01/2022
Ms. Aarti Bagdi	Non-executive Independent Director	Independent Director	24/01/2022
Ms. Jalmeen Kaur Kalsi	Key Managerial Personnel	Company Secretary	03/01/2024
Mr. Vikrant Raju Lad	Key Managerial Personnel	CFO	30/03/2026

Subsequent to the end of the financial year under review, Mr. Rudra Narain Jha (DIN: 00033291), Non-Executive Independent Director, retired from the Board upon completion of his 2^nd term at the close of business hours on April 11, 2026.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

15. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Article of Association of the Company, Ms. Vidhi Kasliwal (DIN: 00332144), Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers herself for re-appointment. The Board recommends the said re-appointment of Ms. Vidhi Kasliwal at the ensuing Annual General Meeting and her brief profile is provided in the notice convening the said AGM of the Company.

17. MEETING OF BOARD AND COMMITTEE

a) Board Meetings

During the year, 09 (Nine) meetings of the Board of Directors were held. The requisite details of the board meetings and the details of the Directors present are provided in the Corporate Governance Report, which forms part of this Report.

b) Committees

As per the Companies Act, 2013 and the SEBI Listing Regulations, during the year under review, the Board has three statutory committee viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of the composition of these Committees along with number of meetings held and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this report.

18. ANNUAL RETURN

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

19. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY

As on March 31, 2026, the Company does not have any subsidiary, associate or joint venture.

20. VIGIL MECHANISM

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 exceptional cases.

The web link for the policy is as under: https://llcl.co.in/

21. 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- 4 of this Report.

22. 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.

23. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://llcl.co.in/.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. These transactions with related parties during the financial year 2025-26 were not material within the meaning and scope of Section 188 of Companies Act, 2013. Materiality w.r.t Transactions with Related Parties: The Transactions with Related Parties, if any are identified as material based on policy of materiality defined by Board of Directors. Any transaction which is likely to exceed/ exceeds 10% of previous years Turnover of the Company during the current financial year is considered as Material by the Board of Directors. Thus, the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

24. RISK MANAGEMENT

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

25. 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 part of the website of the Company. The web link of Familiarization program is as under: https://llcl.co.in/

26. INDEPENDENT DIRECTORS 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.

27. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors of the Company have given the following declarations stating that:

• They meet the criteria of Independence as defined under Regulation 16(1) of the SEBI

Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant Rules made thereunder;

• They have complied with the provisions of the Code of Conduct & Ethics of the Company. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

28. 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.

29. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Master Circular issued by the Securities and Exchange Board of India on November 11, 2024.

In a separate meeting of independent directors, performance of non-independent directors, the

Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

30. 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 - 3.

31. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board Meetings (including committee meetings) and General Meetings, as notified by the Ministry of Corporate Affairs of India.

32. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

The Company has not given any corporate guarantee during the year under the review. The particulars of loans 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.

33. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no 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 financial statements relate and the date of the report.

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

During the year under review, the following material orders were passed by BSE Limited:

Action taken under	Details of Violation	Details of action taken e.g. fines, warning letter, department etc.	Fines or penalty paid by the Company
1. Regulation 33	The Board Meeting outcome for the financial results for the quarter ended 30.09.2025 was submitted belatedly. The same was required to be submitted by 14.11.2025, however, it was submitted on 17.11.2025 without the Limited Review Report. The final outcome along with the Limited Review Report was submitted on 21.11.2025.	The BSE has levied penalty of Rs. 29500/-	Company has paid penalty on January 12, 2026
2. Regulation 31	Delay in submission of Shareholding Pattern for the quarter ended March 31, 2025. The Shareholding Pattern was required to be submitted on or before 21.04.2025 was submitted on 30.04.2025.	The BSE has levied penalty of Rs. 18000/-	Company has paid penalty on August 8, 2025
3. SOP fine	Payment of fine amounting to Rs. 13,52,752/- pertains to earlier year Non- compliances/ delayed Filings	The BSE has levied penalty of Rs. 13,52,752/-	Company has paid penalty on August 8, 2025
4. Regulation 17(1A), 19(1) & 19(2)	Levied Fine for Noncompliance with Regulation 17(1A) of SEBI (LODR) Regulation, 2015 i.e., Non-compliance with	The BSE has levied penalty of Rs. 217120/- (inclusive GST) for Noncompliance with Regulation 17(1A).	Company states that it has been compliant with the provisions of the SEBI (Listing Obligations and
	the requirements pertaining to appointment or continuation of Nonexecutive director who has attained the age of seventy-five years for the quarter ended December 31, 2025 and Levied Fine for Noncompliance with Regulation 19(1) /19(2) of SEBI (LODR) Regulation, 2015 i.e., Non-compliance with the constitution of nomination and remuneration committee for the quarter ended December 31, 2025 .	Further, levied penalty of Rs. 217120/- (inclusive GST) for Noncompliance with Regulation 19(1)/19(2).	Disclosure Requirements) Regulations, 2015 and has also submitted a waiver application in respect of the fine levied by BSE on 12 March 2026. Accordingly, there is no impact on the financial, operational, or other activities of the listed entity.

35 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, 2026, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

36. 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.

37. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

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 - 2.

38. 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 at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is not required to

constitute committee.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

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:

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

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and all the applicable amendments and re-enactments made thereunder, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund. During the year under review, the Company was not required to transfer any unpaid dividend to Investor Education and Protection Fund and Equity Shares to the demat account of Investor Education and Protection Fund (IEPF).

Details of Nodal Officer are displayed on the Companys website at: https: / / www.llcl.co.in/investors-desk/.

40. MATERNITY BENEFIT

During the year under review, there were no employees eligible to avail benefits under the Maternity Benefit Act, 1961. However, the Company remains fully compliant with the provisions of the Act and is committed to ensuring adherence to all applicable laws and regulations.

41. (a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow or outflow during the year under review.

42. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. 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.

2. 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.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. 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.

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

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of companys operations in future.

7. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

8. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

43. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

44. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31^st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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 31^st March, 2026 and of the loss of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for 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 for the year ended 31^st March, 2026 have been prepared on a going concern basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.

46. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

47. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2026-27 to BSE Ltd where the Companys Shares are listed.

48. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company or the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company has not entered into agreements among themselves or with a third party, or solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

49. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS SPECIFIED UNDER REGULATION 32 (7A) LISTING REGULATIONS:

During the year under review, the Company allotted 18,00,00,000 (Eighteen Crore) equity shares of face value of Re. 1/- (Rupee One Only) each at an issue price of Re. 1.11/- (Rupee One and Eleven Paise Only) per equity share on a preferential basis to non-promoters, aggregating to Rs. 19,98,00,000/- (Rupees Nineteen Crore Ninety-Eight Lakhs Only).

Pursuant to the provisions of Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has utilized the funds raised through the preferential allotment for the objects stated in the notice seeking the approval of the members, namely:

• General Corporate Purpose (25%) - Rs. 4,95,00,000/-

• Creation of Marathi Movies Content Library - Rs. 4,00,00,000/-

• Creation of Hindi Movies Content - Rs. 3,00,00,000/-

• Creation of Music Content - Rs. 4,00,00,000/-

• Working Capital - Rs. 3,85,00,000/-

The statement of utilization of funds pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of the aforesaid preferential allotment has been duly filed with the Stock Exchange.

The Company confirms that there has been no deviation or variation in the utilization of funds raised through the preferential allotment from the objects stated in the notice dated 20.05.2025 convening the Postal Ballot.

50. ACKNOWLEDGEMENT

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