Landmark Cars Ltd Directors Report

To, The Members,

Landmark Cars Limited

L50100GJ2006PLC058553

Your Directors are hereby presenting the 18^th Directors Report of the Company together with the Standalone & Consolidated

Audited Statement of Accounts for the financial year ended March 31, 2024.

1. FINANCIAL STATEMENTS & RESULTS: Financial Results

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

Amount (in Million)

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

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

2. COMPANYS PERFORMANCE

During the year under review, considering the standalone performance of the Company, the total *proforma revenue from operations has increased to Rs17,579 Million from Rs15,180 Million. Whereas, the total reported revenue from operations has increased to Rs5,990 Million from Rs4,840 Million. The Company earned Profit before Tax (before exceptional items) of Rs774 Million as compared to Rs685 Million of previous year. The Company earned a profit after tax of Rs305 Million as compared to Rs507 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 Rs46,554 Million from Rs45,950 Million. Whereas, the reported total revenue from operations is Rs32,879 Millions as compared to

Rs33,824 Millions of previous year. The Consolidated Profit before Tax (before exceptional items) is Rs724 Million as compared to Rs1,116 Million of previous year. The Consolidated profit after tax is Rs572 Million as compared to Rs851 Million of the previous year. India is going through a structural change. This is being seen in the auto sales quite evidently. India auto sales for financial year 2024 grew at nearly 10%, while the luxury car sales grew at double of that, i.e. 22%. In the last year, Landmark was not able to fully participate in the premiumization growth story of India as we were not partners with the topmost volume brands. Now this situation has changed.

There is an increase in investments on infrastructure and upfronting of operating expenses to build new facilities. These facilities along with increasing availability of products, is expected to start contributing to the business from FY25. A few of our partner OEMs did not perform as expected and the company is taking proactive measures to reallocate those resources to more productive businesses. While the reported PAT was down by 33% in FY24, the Company generated healthy cash profit ofRs1,121 Mn for FY24 as against Rs1,229 Mn in FY23. Growing car parc continued to fuel high aftersales business with YoY EBITDA growth of 13.3% in FY24, generating ROCE of approx. 30.6%. Indian auto market is well-poised for growth and premiumization. Luxury cars will outpace the passenger car market. Landmark is the partner of choice for OEMs who are keen to partner with Landmark. Rapid expansion is planned at Landmark. The company is working towards various cost rationalisation initiatives. Coupled with increase in revenue the company intends to regain its stated financial objectives.

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

3. DIVIDEND

The Board of Directors at their meeting held on May 23, 2024 have recommended to the shareholders a final dividend of Rs1.50/- (or 30%) per share for the financial year ended on March 31, 2024. In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

("the Listing Regulations"), the Board of Directors of the Company have adopted a Dividend Policy ("Policy") which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. Dividend payout is in accordance with the Policy which is available on the website of the Company i.e.,: https://grouplandmark.in/media/ investorrelationship/Dividend-Policy.pdf

4. UNPAID DIVIDEND & IEPF

Pursuant to the applicable provisions of the

Companies Act, 2013, read with the IEPF Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016

("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. During the year, it has also commenced the dealerships of Mahindra &

Mahindra and MG Motors. The Company also has a commercial vehicle dealership of Ashok Leyland in India and has presence across the automotive retail value chain, including sales of new vehicles, 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, 2024, the Company has 10 (Ten) subsidiaries carrying on the business of (9) brands which are stated as follows:

1. Landmark Automobiles Limited

2. Landmark Lifestyle Cars Private Limited

3. Automark Motors Private Limited

4. Landmark Cars (East) Private Limited

5. Benchmark Motors Private Limited

6. Watermark Cars Private Limited

7. Landmark Commercial Vehicles Private Limited

8. MotorOne India Private Limited

9. Aeromark Cars Private Limited 10. Landmark Mobility Private Limited

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

Apart from the abovementioned information, as on

March 31, 2024 the Company does not have any other subsidiaries or associates or joint ventures.

The Company has formulated a policy on identification of material subsidiaries in line with Regulation 16(1)

(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Companys website at : https://storage.googleapis.com/landmark-website- 398707.appspot.com/media/investorrelationship/ Policy%20for%20Determining%20Material%20 Subsidiaries.pdf.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, Consolidated Financial Statements of the Company along with relevant documents and separate audited Financial Statements in respect of subsidiaries are available on the 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 II" which forms part of this

Report.

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and

Section 92(3) of the Companies Act, 2013, the copy of

Annual Return of the Company as on March 31, 2024 is uploaded on the website of the Company at the following web address: https://www.grouplandmark. in/investor-relations/

12. SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of the Company. The

Authorised share capital of the Company as on March

31, 2024 is stated as below:-

A. Authorised Share Capital

The Authorised share capital of the Company is

Rs27,05,00,000 (Rupees Twenty-Seven Crores

Five Lacs Only) comprising of 5,37,00,000 (Five Crores Thirty-Seven Lacs) Equity Shares of Rs5 each and 4,00,000 (Four Lacs) Preference

Shares of Rs5 each.

B. Issued, subscribed and paid up share capital

During the period under review, the Company has allotted 16,68,536 equity shares of face value of Rs5/- each pursuant to the exercise of options by eligible employees under Landmark Cars Limited Employee Stock Option Scheme, 2018.

Accordingly as on March 31, 2024, the issued, subscribed and paid-up Share Capital of the Company is Rs20,64,66,410/- comprising of 4,12,93,282 Equity Shares of Rs5/- 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, 2024, the Promoter & Promoter Group holding in the Company was 51.59% 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 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 Wholly Owned Subsidiary (WOS) Company, namely, Landmark

Premium Cars Private Limited has been incorporated on

April 10, 2024, for the dealership business of brand KIA.

17. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls. Your Company has a robust Internal Audit mechanism, conducted as per pre-approved calendar. Basis the audit, Internal auditor periodically report on the Design apart 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 the Management.

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

The Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. The Directors have shown active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by the Chairman. The Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates. The Board of Directors of the Company as on March 31, 2024, are as follows:

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

 

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

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

(i) Appointment

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

Meeting for Financial Year 2023-24.

(ii) Re-appointment

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

With respect to the same, the Company shall at the ensuing Annual General Meeting

("AGM") seek the shareholders approval for re-appointment of the abovementioned directors. The details as required under the provisions of the Companies Act, 2013 and

Regulations issued by SEBI forms part of the AGM Notice which is annexed with the Annual Report.

(iii) Resignation

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

TPG Growth II SF Pte. Ltd., has resigned from the directorship with effect from May

25, 2023. since he resigned from the nominating institution.

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

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

(iv) Retirement by rotation

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

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

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

Company and as on March 31, 2024, the KMP of the Company are as follows:

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

c) Declaration by Independent Directors

In terms of Section 149 of the Act and other applicable regulations if any

(i) Mr. Manish Chokhani

(ii) Mr. Gautam Trivedi

(iii) Ms. Sucheta Shah

(iv) Mr. Mahesh Sarda are the Independent Directors of the Company as on date of this report. As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing

Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the

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

d) Remuneration / Commission drawn from Holding / Subsidiary Company

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

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

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

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

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

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial

Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. b) Audit Committee

The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 and Rule

6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time read with Regulation 18 of SEBI (LODR) Regulations 2015. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulations 2015. During the year under review, the Audit Committee met 4 (four) times. The details of the audit committee constitution & its meetings are as mentioned under:-

Name of the Member	Designation	May 30, 2023	August 12, 2023	November 08, 2023	February 09, 2024
Ms. Sucheta Nilesh Shah	Chairperson & Independent Director	-	-	-
Mr. Gautam Yogendra Trivedi	Member & Independent Director	-	-	-	-
Mr. Paras Dilip Somani	Member & Executive Whole-Time 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 1 (one) time and details of the

Nomination and Remuneration Committee constitution & its meetings are as mentioned under:-

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

d) Stakeholders Relationship Committee

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

The Board has in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013, formulated the policy which shall specifically look into various aspects of interest of shareholders, debenture holders and other security holders. SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, across its different clauses, customarily emphasizes on the duty of the Board to be carried out in the best interest of stakeholders. The Policy is available on the Website of the Company at:- https://grouplandmark.in/media/ investorrelationship/Stakeholders-Relationship-and-Share-Transfer-Policy.pdf During the year under review, the Stakeholders Relationship Committee has met 1 (one) time. The Company has resolved all the complaints received from the Shareholders. There was no complaint pending as on March 31, 2024. The details of the Stakeholders Relationship Committee constitution & its meeting are as mentioned below :-

Name of the Member	Designation	September 15, 2023
Mr. Gautam Yogendra Trivedi	Chairman & Independent Director
Mr. Mahesh Pansukhlal Sarda	Member & Independent Director
Mr. Aryaman Sanjay 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 & its meeting are as mentioned under:-

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

:

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

f) Independent Directors meeting

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

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

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

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

g) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies

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

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

The Board of Directors of the Company has formulated Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the 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, Risk Management Committee, Corporate Social Responsibility Committee and other Committees of Board of Directors.

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

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

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

20. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Committee is constituted in accordance with the provisions of Section 135 of the

Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board of Directors of the Company has approved CSR expenditure based on the recommendation of the CSR Committee. The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting of following members:

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

The CSR Policy of the Company is available on the 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	February 22, 2024
Mr. Aryaman Sanjay Thakker	Chairman & Executive Director
Mr. Mahesh Pansukhlal Sarda	Member & Independent Director
Mr. Paras Dilip 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.

21. AUDITORS AND REPORTS

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

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

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024 read with the explanatory notes therein are 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, 2024

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies

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

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

Further, the Board of Directors recommends to the shareholders to appoint M/s. MSKC & Associates, Chartered Accountants (FRN: 001595S) to act as the statutory auditor of the

Company for the term of 5 (Five) consecutive years and who shall hold office from the conclusion of 18^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting to be held for the financial year 2028-29.

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

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

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

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

The secretarial audit report issued by M/s Ravi Kapoor & Associates, Practicing Company

Secretaries, in Form MR-3 for the financial year 2023-24, forms part of the Directors Report as

"ANNEXURE IV".

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

M/s Ernst & Young LLP, Chartered

Accountants were appointed as the Internal Auditor of the Company for the financial year 2023-24 based on the recommendation of the Audit Committee of the Company.

e. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the

Companies Act, 2013 read with the Companies

(Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said

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

There were no incidences of reporting of frauds by Statutory Auditors of the Company under

Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

22. INSURANCE

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

23. OTHER DISCLOSURES

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

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

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the 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, 2024, the Board of Directors hereby confirms that: i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. Such accounting policies have been selected and applied consistently and the

Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that year; iii. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The annual accounts of the Company have been prepared on a going concern basis; v. Internal financial controls were followed by the Company and such internal financial controls are adequate and are operating effectively; and vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; c. CORPORATE GOVERNANCE

Your Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company.

A Report on Corporate Governance, along with a certificate from the Secretarial Auditor of the

Company regarding compliance of conditions of Corporate Governance as stipulated under the

Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, (the "LODR Regulations") forms part of Annual Report.

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

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

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

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

Our Company has implemented 2 (two)

Employees Stock Options Schemes (ESOP) for permanent employees which are:

1. Landmark Employee Stock Options

Scheme, 2018

2. Landmark Employee Stock Options

Scheme, 2023

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

The Company has received a certificate

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

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

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

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to

Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)

Rules, 2014 is furnished. h. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company has established an Internal

Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act,

2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company strongly opposes sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at work place.

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

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

j. LOANS FROM DIRECTORS

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

k. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT:

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

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

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

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

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

26. ACKNOWLEDGEMENTS AND APPRECIATION

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

State Government authorities, Regulatory Authorities,

Stock Exchanges and various other stakeholders for their consistent support and encouragement to the

Company.

For and on behalf of the Board
Landmark Cars Limited
Sanjay Thakker	Paras Somani
Chairman and Executive	Executive Whole-time
Director	Director
DIN: 00156093	DIN: 02742256
Date: August 13, 2024
Place: Mumbai