Landmark Immigration Consultants Ltd Directors Report

Dear members

The Board of Directors hereby submits the 15th (Fifteen) Annual Report of the business and operations of the Company along with the Audited Financial Statements, for the financial year ended 31 st March, 2025 .

FINANCIAL RESULTS:-

The financial performance of the Company for the year ended March 31, 2025 is as below:

(in lakhs)

Particulars	2024- 25	2023- 24
Revenue from Operations	3757.83	3488.88
Other Income	233.13	218.15
Total Income	3,990.96	3,707.03
Total Expenses	2,218.46	2,130.70
Profit / (Loss) before Exceptional & Extraordinary item	1,772.50	1,576.33
Exceptional items	- -	- -
Extraordinary items	- -	- -
Profit / (Loss) before Tax (PBT)	1,772.50	1,576.33
Current Tax	465.06	407.04
Deferred Tax	(5.17)	14.76
Minimum Alternate Tax (MAT)	- -	- -
Profit / (Loss) after Tax (PAT) for the year	1,312.61	1,154.52
Earnings per share (EPS)
Basic	8.18	7.69
diluted	8.18	7.69

OPERATIONAL PERFORMANCE

Your Directors are pleased to state that the year under review ended with the total income of the Company Rs. 3,990.96 Lakhs for the year ended March 31, 2025 as against Rs. 3,707.03 Lakhs in the previous financial year.

Your Company has been successful in increasing profitability. The Company has recorded a profit (PBT) of Rs. 1,772.50 Lakhs for the year ended March 31, 2025 as compared to Rs. 1,576.33 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 1,312.61 Lakhs as compared to Rs. 1,154.52 Lakhs in the previous financial year.

ALTERATION TO MEMORANDUM AND ARTICLES OF ASSOCIATION:

During year under review, Company has altered its MOA and AOA in following events:

Conversion of Private Limited into Public Limited:

The Company was converted from a Private Limited to a Public Limited Company on June 20, 2024, following the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, Punjab & Chandigarh. Consequently, the Company s name has been changed to " LANDMARK IMMIGRATION CONSULTANTS LIMITED " (formerly known as

Landmark Immigration Consultants Private Limited). This conversion necessitates corresponding amendments to the Memorandum and Articles of Association to reflect the Company s new status and ensure compliance with the regulatory requirements for public companies.

Change of Name:

The name of the Company has been changed from Landmark Immigration Consultants Limited to " LANDMARK GLOBAL LEARNING LIMITED " on June 16, 2025,

following the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, Punjab & Chandigarh. Our company name has been changed to better align with our long- term vision and the broader scope of services we now offer. This conversion necessitates corresponding amendments to the Memorandum and Articles of Association to reflect the Company s new name and ensure compliance with the regulatory requirements.

DIVIDEND:

In alignment with our strategic growth objectives and the successful launch of our Initial Public Offering (IPO), your Board of Directors has not recommended any Dividend for the financial year ended March 31, 2025.

This decision reflects our commitment to reinvesting profits into expanding our operations, enhancing service offerings, and strengthening our market position in the immigration consultancy sector. We believe that this approach will deliver long-term value to our shareholders and support sustainable business growth.,

GENERAL RESERVES:

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account and not to transfer any amount to the general reserve.

OUTLOOK:

In the past year, our Company has maintained strong operational performance despite global uncertainties affecting migration flows. Our unwavering commitment to compliance, personalized client service, and ethical advisory practices continues to distinguish us in a competitive market. With a robust client base spanning multiple countries, we have steadily increased our success rate in visa approvals and residency pathways, reinforcing our reputation as a trusted brand in immigration services.

To enhance accessibility and market penetration, we have launched new branch offices in Delhi, Ahmedabad and Surat. These strategic locations are selected based on migration trends, local demand.

This expansion not only broadens our geographic footprint but also strengthens our service delivery by enabling face-to-face consultations, localized support, and faster turnaround for our clients.

The successful completion of our Initial Public Offering (IPO) in the past financial year marks a significant turning point in the evolution of Landmark Global Learning Limited. This strategic milestone has not only provided the company with access to capital markets but also elevated our visibility, credibility, and governance standards in the immigration and global mobility sector.

As we move forward, the company is well-positioned to leverage its strengthened financial position and market presence to accelerate its growth strategy. The key focus areas for the upcoming fiscal year include:

Strong demand for skilled migration and education abroad

Technological advancements in service delivery

A professional, passionate team committed to client success

To provide our clients with best-in-class immigration services that exceeds clients expectations .

To be open and transparent with our stakeholders

SHARE CAPITAL

Authorised Share Capital:

During the financial year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of your Company as on March 31, 2025 is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) comprising of 2,50,00,000 (Two Crore Fifty lacs only) equity shares of the face value of Rs 10 (Ten Rupees)

Issued and Paid-Up Share Capital:

Your Company has issued and allotted 56,00,000 (Fifty Six Lakhs) equity shares of face value of Rs.10 each at an issue price of Rs.72 (Rupees Seventy Two only) per share including the premium of Rs.62 (Rupees Sixty Two only) pursuant to the Initial Public Offering ( " IPO " ) of the Company.

Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on March 31, 2025 is Rs. 20,61,00,000 /- (Rupees Twenty Crore Sixty One Lacs Only) divided into 2,06,10,000 (Two Crore Six Lacs and Ten Thousand) shares of the face value of Rs 10 (Ten Rupees) each.

MATERIAL CHANGES:

Listing on Stock Exchanges

During the financial year 2024-25, the Company successfully completed its Initial Public Offering (IPO), and its equity shares were listed on BSE SME Exchange, following receipt of listing and trading approvals from the BSE SME Exchange. The IPO comprised a fresh issue of 56,00,000 equity shares of face value ?‚? 10 each and at a premium of ?‚? 62 each, aggregating to ?‚? 40.32 crore, Post completion of the IPO, the Company s paid-up share capital stood at

?‚? 20.61 crore as on March 31, 2025.

Material changes from the end of the Financial year till the date of this report

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board :

The Board of Directors of the Company, at present comprises of 5 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The board of directors of the company comprises of 5 (Five) Directors, consisting of 1 (One) Managing Director, 1 (One) Whole-Time Director, 1 (One) Non-Executive Director 2 (Two) Non- Executive Independent Directors. The constitution of the Board of the Company is in accordance with the provisions of the Companies Act, 2013. The Board of Directors of your Company comprised of the following Directors, as on March 31, 2025:

Name of the Director	Designation
Mr. Jasmeet Singh Bhatia	Chairman & Managing Director
Ms. Richa Arora	Whole Time Director
Mr. Amit Kumar Sharma	Non-Executive Non-Independent Director
Mr. Manu Sharma	Non-Executive Independent Director
Mr. Taranjit Singh Bharaj	Non-Executive Independent Director

Appointment and Re- appointment:

The following changes have taken place in the Board of your Company during the Financial Year 2024-25:

Mr. Pankaj Dawar (DIN: 06479649), Non- Executive Non-Independent Director ceased to be the Director of the Company w.e.f. May 02, 2024.

Mr. Amit Kumar Sharma (DIN: 10613084) was appointed as an Additional Director of the Company w.e.f. May 02, 2024. The designation of Mr. Amit Kumar Sharma was changed to Non-Executive Non-Independent Director of the company with effect from July 29, 2024 after obtaining shareholders approval in the AGM of the Company held on July 29, 2024.

Director retiring by rotation:

Pursuant to the provisions of Section 152(6) of the Act, Mr. Amit Kumar Sharma (DIN: 10613084), Non-Executive Non-Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

Based on the outcome of the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re- appointment. The Notice convening the 15th AGM, scheduled to be held on Tuesday, September 30, 2025, includes detailed information in this regard.

Key Managerial Personnel (KMP):

During the financial year, Ms. Charanchit Kaur was appointed as a Company Secretary of the Company with effect from April 01, 2024 and has resigned on April 08, 2025. Subsequently, Ms. Simran Bhatia was appointed as Company Secretary & Compliance Officer of the Company with effect from June 16, 2025.

As on March 31, 2025, the following individuals were designated as Key Managerial Personnel of the Company in accordance with Section 2(51) of the Companies Act, 2013:

Name of KMP	DESIGNATION
Mr. Jasmeet Singh Bhatia	Chairman & Managing Director
Ms. Richa Arora	Whole Time Director
Ms. Charanchit Kaur	Company Secretary & Compliance Officer
Mr. Digvijay	Chief Financial Officer

Disclosures by Directors:

The Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.

Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 and the Board herewith takes on record the eligibility of all the Directors to continue as Directors of the Company in terms of Sec 164(2) of the Companies Act, 2013. "

Independence & Other Matters Pertaining to Independent Directors

As on March 31st, 2025, the following Directors on your Company s Board were Non- Executive Independent Director:

Mr. Manu Sharma

Mr. Taranjit Singh Bharaj

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that they are the person of integrity and possess relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ( " IICA " ).

BOARD EVALUATION

Pursuant to Section 134(p) and Section 178(2) of the Companies Act, 2013 and applicable provisions of SEBI (LODR) Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A separate meeting of Independent Directors was held without the presence of any Non- Independent Directors to discuss, inter-alia, the performances of Non-Independent Directors, the Board as a whole and the Chairman, taking into consideration the views of Executive Directors and Non-Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

LISTING OF EQUITY SHARES

During the year under review, Equity shares of your Company got listed on the BSE SME Platform on January 23, 2025.

EMPLOYEE STOCK OPTION PLAN

There is no employee stock option plan subsisting and continuing as on date.

INITIAL PUBLIC OFFER & CONSEQUENT LISTING OF SHARES ON SME EXCHANGE OF BSE LIMITED

During the period under review, the Company has made an SME Initial Public Offer (IPO) for 56,00,000 (Fifty Six Lakhs) equity shares of face value of Rs.10 each.

The issue price was Rs.72 (Rupees Seventy Two only) per share including the premium of Rs.62 (Rupees Sixty Two only) per equity share.

The Company s equity shares were listed on the Stock Exchange viz., BSE Limited w.e.f. January 23, 2025.

Your Company has issued and allotted 56,00,000 (Fifty Six Lakhs) equity shares of face value of Rs.10 each on cash at an issue price of Rs.72 (Rupees Seventy Two only) per share including the premium of Rs. 62 (Rupees Sixty Two only) pursuant to the Initial Public Offering ( " IPO " ) of the Company.

DEMATERIALIZATION OF SHARES

The Company has taken all necessary steps to facilitate complete dematerialization of its equity shares. All the Shares of your Company were in Dematerialization mode as on March 31, 2025, and there are no shares held in physical form. This ensures ease of trading for shareholders and enhances transparency and compliance with applicable regulations. The ISIN of the Equity Shares of your Company is INE12QA01010.

APPOINTMENT OF RTA

M/s. KFin Technologies Limited is Company s Registrar and Share Transfer Agent (RTA) in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary/joint ventures/Associate companies.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company s business policy and strategies apart from other urgent business matter. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice and agenda of the Board/ Committee meetings is circulated in accordance with the provisions of the Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, Board of Directors of the Company met 13 (Thirteen) times as follows:-

Sr. No.	Date
1.	April 01, 2024
2.	May 02, 2024
3.	June 08, 2024
4.	July 04, 2024
5.	July 30, 2024
6.	August 14, 2024
7.	November 15, 2024
8.	January 07, 2025
9.	January 10, 2025
10.	January 15, 2025
11.	January 21, 2025
12.	January 24, 2025
13.	March 19, 2025

The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013.

The details of attendance of each Director at the Board Meetings are given below;

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Jasmeet Singh Bhatia	05/10/2010	N.A	13	13
Ms. Richa Arora	05/10/2010	N.A	13	13
Mr. Amit Kumar Sharma	02/05/2024	N.A	11	11
Mr. Manu Sharma	23/02/2024	N.A	13	13
Mr. Taranjit Singh Bharaj	23/02/2024	N.A	13	13
Mr. Pankaj Dawar	23/02/2024	02/05/2024	2	2

COMMITTEES OF THE BOARD

Presently, the Board has following Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate and Social Responsibility Committee

Audit Committee

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

During the year under review, Audit committee met 4(Four) times as follows:

Sr. No.	Date
1.	August 14, 2024
2.	November 15, 2024
3.	January 07, 2025
4.	March 19, 2025

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Taranjit Singh Bharaj	Chairman & Member	Non-Executive Independent Director	4	4

Mr. Manu Sharma	Member	Non-Executive Independent Director	4	4
*Mr. Jasmeet Singh Bhatia	Member	Chairman & Managing Director	4	4
*Mr. Amit Kumar Sharma	Member	Non-Executive Non- Independent Director	0	0

*Mr. Jasmeet Singh Bhatia ceased to be the member of the committee and Mr. Amit Kumar Sharma was appointed as the member of the committee w.e.f. April 25, 2025.

The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was duly constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

During the year under review, committee met 1(One) time on July 30, 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Manu Sharma	Chairman & Member	Non-Executive Independent Director	1	1
Mr. Taranjit Singh Bharaj	Member	Non-Executive Independent Director	1	1
Mr. Amit Kumar Sharma	Member	Non- Executive Non-Independent Director	1	1

The Company Secretary of the Company acts as a Secretary to the Committee.

The purpose of the Nomination and Remuneration Committee ( " NRC " ) is to oversee the Company s nomination process for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing.

Individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy.

Remuneration Policy

The Nomination and Remuneration Committee has formulated a comprehensive Nomination and Remuneration Policy pursuant to Section 178(3) of the Companies Act, 2013. This policy outlines the criteria for determining the qualifications, positive attributes, and independence of Directors. It also provides guidance on the structure and levels of remuneration for Directors, Key Managerial Personnel (KMP), and senior management, including the appointment of individuals at one level below the KMP.

The full policy is available on the Company s website and can be accessed at the following link: https://landmarkglobal.co.in/nrc-policy

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was duly constituted on July 30, 2024 in accordance with the provisions of Section 178 of the Companies Act, 2013.

During the Financial Year 2024-25, the Stakeholders Relationship Committee met 2(Two) time as follows:

Sr. No.	Date
1.	July 30, 2024
2.	January 24, 2025

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Manu Sharma	Chairman & Member	Non-Executive Independent Director	2	2
Mr. Amit Kumar Sharma	Member	Non-Executive Non-Independent Director	2	2
Mr. Jasmeet Singh Bhatia	Member	Chairman & Managing Director	2	2

The Company Secretary of the Company acts as a Secretary to the Committee.

The Stakeholders Relationship Committee considers and resolves the grievances of our shareholders including complaints relating to non-receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security holders of the Company, from time to time.

Corporate and Social Responsibility Committee

The Corporate and Social Responsibility Committee was duly constituted in accordance with the provisions of Section 135 of the Companies Act, 2013.

During the Financial Year 2024-25, the Corporate and Social Responsibility Committee met 1(One) time on July 04, 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Taranjit Singh Bharaj	Chairman & Member	Non- Executive Independent Director	1	1
Mr. Manu Sharma	Member	Non- Executive Independent Director	1	1
Mr. Jasmeet Singh Bhatia	Member	Chairman & Managing Director	1	1

The Company Secretary of the Company acts as a Secretary to the Committee.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 and Schedule IV of the Companies Act, 2013 the independent directors shall conduct at least One (1) meeting in a Financial Year to review the performance of Non- Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company have conducted a meeting dated March 19, 2025 without presence of non-independent director where they review the performance of all non-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

RISK MANAGEMENT

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

CORPORATE GOVERNANCE

Our company places the highest importance on strong governance practices, with a firm commitment to acting in the best interests of all stakeholders. Adhering to robust governance not only strengthens internal controls in line with evolving business dynamics but also enhances overall performance. Furthermore, it fosters transparency by helping stakeholders better understand the organizations key activities, policies, and strategic direction.

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

As the Company is listed on the SME Platform of BSE, the corporate Governance provisions do not apply. Consequently, the Corporate Governance report is not included in the Annual Report.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16th, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w. e. f. April 15, 2017. As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 1st, 2017.

AUDITORS

Statutory Auditors

M/S Sukhpal Singh & Co., Chartered Accountants (FRN-032318N), was appointed as the Statutory Auditors of the Company by the Members for a term of 5 (Five) consecutive years starting from the conclusion of the 13th Annual General Meeting of till the conclusion of the 18th Annual General Meeting of the Company. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting has already been done away vide Notification S.O. 1833 (E) dated 7th May, 2018 issued by the Ministry of Corporate Affairs, New Delhi.

*Due to company s transition to a listed public entity, its compliance obligation, regulatory scrutiny, and audit responsibilities have significantly expanded. Mr. Sukhpal Singh expressed his inability to allocate the level of time and attention required to fulfil the role to the standard expected. Due to this, on 13th August, 2025, M/S Sukhpal Singh & Co., Chartered Accountants (FRN-032318N) has resigned as Statutory Auditor of Landmark Global Learning Limited.

**Pursuant to the provisions of Section 139 of the Act, the Board has appointed M/s Sumit Bharti & Associates, Chartered Accountants (ICAI Firm Registration No. 015301N) as Statutory

Auditors to fill the casual vacancy caused by the resignation of M/S Sukhpal Singh & Co., who shall hold the office upto the date of Annual General Meeting.

***Thereafter the Board also proposed the appointment of M/s Sumit Bharti & Associates, Chartered Accountants (ICAI Firm Registration No. 015301N) as Statutory Auditors of the Company for a period of five (5) years subject to the approval of the shareholders in the ensuing Annual General Meeting from the conclusion of 15th Annual General Meeting till the conclusion of the 20th Annual General Meeting of the Company to be held in the year 2030.

Auditor s Report

During the year under review, the Auditor s Report does not contain any qualifications/ adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further explanation by the Board of Directors. There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

Internal Financial Controls and its Adequacy

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

Secretarial Auditors

The Board of Directors of your Company, had appointed M/s. P.S. Dua & Associates, Practicing Company Secretary (C.P. NO. 3934, Peer Review Certificate No. 1296/2021), as the " Secretarial Auditors " of the Company, to conduct the Secretarial Audit for the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Audit Report

The Secretarial Audit Report submitted by M/s P.S. Dua & Associates, the Secretarial Auditors, for the Financial Year 2024-25 is annexed as " Annexure-A " to this Board s Report. The Secretarial Audit report does not contain any qualifications, reservations, or adverse remarks, and therefore does not necessitate any further comments by the Board.

Appointment of Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, M/s Vijay Dhingra & Co., Chartered Accountants, Firm Registration No. 0018857N, was appointed as an Internal Auditor of the Company for the Financial Year 2024-25.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

During the year under Review, no details of fraud reported by auditors of the company under Section 143(12) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The equity shares of the company were listed on the recognized stock exchange on January 23, 2025.

Except from the event as stated above no material changes and/or commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

SIGNIFICANT AND MATERIAL LITIGATIONS/ ORDERS

During the year under review, there is no Significant Material Orders passed by the Regulators or courts or Tribunals impacting the going concern status and Company s operations in future.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remains unclaimed with the Company as on 31st March 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

186 OF THE COMPANIES ACT, 2013

The loans, guarantees given or security provided or investments made by the company under Section 186 of the Companies Act, 2013, during the financial year 2024-25, have been specifically disclosed in the Notes of Financial Statement of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are:

Conservation of Energy, Technology absorption-

In view of the nature of business activities of the company, the information relating to conservation of energy and technology absorption, as required under section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not required to be given. The Company has, however, used information technology extensively in its operations.

Foreign Exchange Earnings and outgo-

Foreign exchange earnings in terms of actual inflows during the year- Rs. 2694.07 lacs. Foreign exchange outgo in terms of actual outflows during the year- Rs. 50.39 lacs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions between the Company and its related parties were reviewed and approved by Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Board of Directors. In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which is also available on Company s website at

https://landmarkglobal.co.in/rpt-policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

Further, all related party transactions undertaken during the financial year were executed on an arm s length basis and in the ordinary course of business. The Company has not entered into any materially significant related party transactions that could potentially conflict with the interests of the Company at large. As such, the disclosure of related party transactions in Form AOC-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

Your Company operates on the belief that an organization should exists to serve a social purpose. The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to your Company. Your Board has constituted a CSR Committee under Section 135 read with Rule 5 of Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies Act, 2013.

The Company has constituted a Corporate Social Responsibility (CSR) Committee which functions under direct supervision of Mr. Taranjit Singh Bharaj, Non-Executive Independent Director of the Company who is also the chairperson of the said Committee. The Committee has formulated the CSR policy indicating the activities to be undertaken by the company from time to time.

Company s Corporate Social Responsibility (CSR) Policy has been posted on the website at https://landmarkglobal.co.in/index . During the year under review, the Company was required to spend Rs. 1827000 on CSR activities and has transferred the unspent amount to Unspent Corporate Social Responsibility Account on April 30, 2025 w.r.t. ongoing project.

The detailed Annual Report on CSR activities, as mandated under the Companies Act, forms part of this Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises.

The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

No. of Complaints received: Nil

No. of Complaints disposed: Nil

No. of cases pending for more than 90 days: Nil

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy on POSH adopted by Board is available on website of the company at https://landmarkglobal.co.in/posh-policy.

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder. The company ensures that all eligible women employees are granted maternity benefits including paid leave, protection against dismissal during maternity, and a safe working environment as prescribed under the Act.

We further confirm that no woman employee is engaged in tasks that may be harmful during pregnancy, and the company is committed to upholding the rights and welfare of its women employees in accordance with the applicable laws.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-B to this Report.

COST RECORDS

During the year under review, the Company is not required to maintain cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.

COST AUDIT

During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-Section (2) of Section 148 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.

STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that period;

the directors have taken proper and sufficient care 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;

the directors have prepared the annual accounts on a going concern basis; and

the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available on the website of the Company at https://landmarkglobal.co.in/annual-return

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise

within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

Details of the Complaint Received/Solved/Pending During the year

Sr. No.	Complaints received from	Complaints received	Complaints resolved	Complaints pending
1.	Directly received from investors	NIL	NIL	NIL
2.	SEBI SCORES	NIL	NIL	NIL
3.	Stock Exchange	NIL	NIL	NIL
4.	Others sources (if any)	NIL	NIL	NIL
5.	Total	NIL	NIL	NIL

VIGIL MECHANISM

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a Whistle Blower Policy / Vigil Mechanism in place for the Directors and Employees of your Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also in place. Any concern relating to impact on human rights or issues caused by the business shall also be addressed by the said committee. The Whistle Blower Policy has been uploaded on the website of your Company at https://landmarkglobal.co.in/whistle-blower-policy under the tab " Investor Relations > Policies " . The Policy provides access to the Chairman of the Audit Committee. No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit Committee Chairman.

PROHIBITION OF INSIDER TRADING:

The Company has adopted Code of Conduct to regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for fair disclosure of UPSI, in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said regulations. The same is hosted on the website of the Company viz. https://landmarkglobal.co.in/code-of-practices-and-procedures-for-fair disclosure-of-UPSI.

OTHER DISCLOSURES

There has been no change in the nature of business of the Company during the financial year, in accordance with sub-rule 5(ii) of Rule 8 of the Companies (Accounts) Rules, 2014.

During the financial year 2024-25, no application was made, nor was any proceeding pending, under the Insolvency and Bankruptcy Code, 2016.

The Company did not enter into any one-time settlement with any bank or financial institution during the year under review.

During the year, neither the Statutory Auditors nor the Secretarial Auditor reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, that would require disclosure in the Board s Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

For and on behalf of LANDMARK GLOBAL LEARNING LIMITED (Formerly Known as Landmark Immigration Consultants Limited)

Sd/- Sd/-

Jasmeet Singh Bhatia RichaArora

Managing Director Whole Time Director

DIN: 02862660 DIN: 03218223

Place: Chandigarh Date: 02.09.2025