Landmark Cars Ltd Directors Report

To,

The Members,

Landmark Cars Limited

L50100GJ2006PLC058553

Your Directors are hereby presenting the 19th 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 Companys financialperformance on Standalone & Consolidated basis during the year ended on March 31, 2025 as compared to the previous financial year, is summarized as below:

Particulars	Amount ( in Million)
	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	6,656.25	5,989.89	40,254.98	32,878.87
Other income	187.22	224.17	132.73	96.38
Profit before depreciation and amortisation expense, finance costs, exceptional items and tax	1,096.54	1,203.05	2,349.10	2,272.08
Less: Depreciation and amortisation expense	422.48	338.95	1,309.39	1,013.13
Profit before finance costs, exceptional items and tax	674.06	864.10	1,039.71	1,258.95
Less: Finance costs	117.89	89.73	740.92	534.69
Profit before exceptional items and tax	556.17	774.37	298.79	724.26
Less: Exceptional items	8.87	384.55	46.46	28.81
Profit before tax	547.30	389.82	252.53	695.45
Less: Tax expense	120.84	84.80	79.16	123.22
Profit for the year	426.46	305.02	173.37	572.23
Other comprehensive income, net of tax	9.67	0.17	10.68	0.86
Total Comprehensive income for the year	436.13	305.19	184.05	573.09
Attributable to:
Non-controlling interests	-	-	13.99	12.17
Owners of the Parent	-	-	170.06	560.92
Surplus in Statement of Profit and Loss brought forward	1,593.94	1,387.73	1,772.70	1,318.26
Add: Profit for the year	426.46	305.02	159.32	560.05
Add: Transfer to retained earnings on exercise of ESOP during the year	4.22	53.38	4.22	53.38
Add: Remeasurement loss of defined benefit plans for the year	0.56	0.17	1.63	0.87
Less: Payment of dividend	62.00	90.67	62.00	90.67
Less: Transfer of loss arised on disposal of investment designated at FVTOCI to retained earnings	-	61.69	-	69.19
Surplus in Statement of Profit and Loss	1,963.18	1,593.94	1,875.87	1,772.70

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

2. COMPANYS PERFORMANCE

During the year under review, considering the standalone performance of the Company, the total *proforma revenue from operations has increased of approximately 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.

Indias automotive sector posted steady growth in 2024-25, strengthened by firm 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. Indias 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 Companys 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 years 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 onetime adjustments. Importantly, the Company reported a Cash PAT of 838 million in 2024 25, supported by a strong net operating cash flow 1,520 million, its highest since listing. This underscores the businesss ability to generate healthy internal accruals even in an investment-intensive year.

Landmark Cars has effectively balanced rapid growth with measured financial discipline. The Companys targeted investments, rigorous cost control, and consistent focus on profitability continue to reinforce its financial resilience, positioning it strongly for sustained value creation in Indias 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 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 Companys 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 Companys 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 arms 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 Companys 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

TheoperationsoftheCompanyarenotenergyintensive 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 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 Companys 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 Companys 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 Companys 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 deficiencyandOperational 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 from being the Management.

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

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

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

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

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

. Retirement by rotation

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

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

b) Key Managerial Personnel

During the year under review, there is no change in the Key Managerial Personnel (KMP) of the

Company and as on March 31, 2025, the KMP of the Company are as follows:

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

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:-

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

:- Present at the meeting

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

b) Audit Committee

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

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

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

:- Present at the meeting

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

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

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act,

2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 amended from time to time read with Regulation 19 of SEBI (LODR) Regulations 2015.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy is available on the Website of the Company at https://grouplandmark.in/media/investorrelationship/Nomination-and-Remuneration-Policy.pdf During the year under review, the Nomination & Remuneration Committee has met 3(three) times and The details of the Nomination and Remuneration Committee constitution & its meetings are as mentioned under:-

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

:- 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 Stakeholders Relationship Committee has met 1 (one) time.

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

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

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

: Present at the meeting e) Risk Management Committee

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

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

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

: 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 Directors and Senior Management.

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

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

g) Vigil Mechanism

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

The Company has framed an appropriate Vigil mechanism policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy of the Company is also available on the website of the Company at the link: https://grouplandmark.in/media/investorrelationship/Vigil-Mechanism-Policy.pdf h) Risk Management Policy

The Board of Directors of the Company has formulated Risk Management Policy and

Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys 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, RiskManagement Committee, Corporate Social Responsibility Committee and other Committees of Board of Directors.

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

Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

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

j) Management Discussion & Analysis

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

20. CORPORATE SOCIAL RESPONSIBILITY POLICY

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

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

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

The CSR Policy of the Company is available on the Companys web-site and can be accessed in the link provided herein below: https://grouplandmark.in/media/investorrelationship/CSR-Policy-LCL.pdf

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

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

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

21. AUDITORS AND REPORTS

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

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

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2025 read with the explanatory notes therein are 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 their18th 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, Firms 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 18th Annual General Meeting till the conclusion of 23rd 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 year2024-25, 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: from the Secretarial Auditor of

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 Companys operations in future.

b. DIRECTORS 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 certificateCompany 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 OptionsScheme, 2018

2. Landmark Employee Stock OptionsScheme, 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 M/s Ravi Kapoor & Associates, PracticingCompany 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 InternalComplaints 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 ANDSUSTAINABILITY REPORT:

The Business Responsibility and SustainabilityReport 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