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Landsmill Green Limited Directors Report

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Oct 27, 2026|03:59:11 PM

Landsmill Green Limited Share Price directors Report

To,

The Members,

LANDSMILL GREEN LIMITED ("The Company")

The directors have pleasure in presenting 24th Annual Report together with the Audited Financial Statement of the Company for the Financial Year (FY) ended March 31, 2026.

1. FINANCIAL RESULTS

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

(Rs. In Thousand)

Particulars STANDALONE CONSOLIDATED
2025-2026 2024-2025 2025-2026 2024-2025
Revenue from Operations 72982.08 136268.94 72982.08 136268.94
Other Income 54766.28 57046.80 51064.71 52160.46
Total Income 127748.36 193315.75 124046.79 188429.40
Less: Depreciation & Amortization 3849.86 2258.23 3849.86 2258.23
Less: Expenses 109626.30 178011.22 110667.35 179149.46
Profit before Taxation and Extraordinary Items 14272.20 13046.30 9529.58 7021.71
Add (Less): Exceptional Items
Profit before Tax 14272.20 13046.30 9529.58 7021.71
Tax Expense:
a) Current Tax 2382.32 2040.70 2382.32 2040.70
b) Deferred Tax (Excess) /Short provision for tax pertaining to prior years 136.10 108.08 136.10 108.08
c) MAT Credit Entitlement (2382.32) (2040.70) (2382.32) (2040.70)
Profit after Tax 14136.10 12938.22 9393.47 6913.63
Earnings per Share (Basic) 0.01 0.01 0.01 0.01
Earnings per Share (Diluted) 0.01 0.01 0.01 0.01

2. RESULT OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

The Company is engaged in Infrastructure business, IT & BPO activities & general trading activities.

STANDALONE:

On a Standalone basis, the Companys total income for the year under review was Rs. 1,27,748.36 (in thousands) as compared to Rs. 1,93,315.75 (in thousands) in the previous year. Further, during the year under review the net profits of the Company was Rs. 14,136.10 (in thousands) as compared to Rs. 12,938.22 (in thousands) in the previous year.

CONSOLIDATED:

On a Consolidated basis, the Companys total income for the year under review is Rs. 1,24,046.79 (in thousands) as compared to Rs. 1,88,429.40 (in thousands) in the previous year.

Further, during the year under review the net profits of the Company was Rs. 9,393.47 ((in thousands) as compared to Rs. 6,913.63 (in thousands) in the previous year.

The Consolidated Audited Financial Statement of the Company and its Subsidiaries for FY 202526 are prepared in compliance with the provisions of Section 129(3) of The Companies Act, 2013 ("Act") and Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and form part of the Annual Report.

3. MATERIAL EVENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT:

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report except for the one stated in this report.

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

As on March 31, 2026 the Company has only one subsidiary Company i.e. EXCEL INFO FZE.

The Consolidated Financial Statements of the Company for the year ended March 31, 2026 are prepared in compliance with the applicable provisions of the Companies Act, 2013, and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited Consolidated Financial Statements together with the Auditors Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing salient features of the Financial Statements of the Subsidiary Company in the prescribed Form AOC-1 is appended as Annexure- I to this report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary Company are kept for inspection by the Members at the Registered Office of the Company. The Company shall provide a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request. The statements are also available on the website of the Company at www.excel-infoways.com.

The Board of Director in their Meeting held on September 04, 2026 has Initiated process for Closure of this Subsidiary

5. CHANGE IN NAME

During the year under review, the name of the Company was changed from Excel Realty N Infra Limited to Landsmill Green Limited vide resolution dated January 22, 2026, in accordance with the applicable provisions of the Companies Act, 2013. Consequently, the Company shall hereafter be known as Landsmill Green Limited.

6. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been change in the nature of business carried on by the Company.

The object clause was amended to include the manufacturing and trading of Agro-based products in the MOA, vide resolution passed in Extra Ordinary General Meeting dated September 11, 2025.

Further, again object clause was amended to include the Business related to energy and Powers in the MOA, vide resolution passed through Postal Ballot dated January 22, 2026.

7. WEB LINK OF ANNUAL RETURN

The Annual Return for FY 2025-26 as required under Section 92(3) of the Act read with The Companies (Management and Administration) Rules, 2014 is available at www.excel- infoways.com

8. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for financial year 202526 in the Statement of Profit & Loss as at March 31, 2026.

9. DIVIDEND

In order to strengthen the financials position of the company and after considering the relevant circumstances, the Board of Directors of your company, has decided that it would be prudent, not to recommend any Dividend for the year under review.

10. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND AMOUNT/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 124 and Section 125 of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (IEPF Rules), the declared dividend which remains unpaid/ unclaimed for a period of Seven (7) years from the date of declaration is required to be transferred to the Investor Education and Protection Fund ("IEPF").

During the year under review, the Company was not required to transfer any unpaid/ unclaimed dividend/ shares to Investor Education and Protection Fund (IEPF) since there was no outstanding for seven (07) consecutive years.

11. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted/ renewed any Deposits from the public within the meaning of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

12. CHANGES IN SHARE CAPITAL

During the year under review, there has been change in the Share Capital of the Company.

In order to meet the future funding requirements of the Company and to provide flexibility for raising additional capital, Authorized Share Capital of the Company is increased from the Rs.

1,50,00,00,000/- (Rupees One Hundred and Fifty Crore) divided into 1,50,00,00,000 shares (One Hundred Fifty Crore shares) of Rs. 1/- each to Rs. 5,00,00,00,000/- (Rupees Five Hundred Crores) divided into 5,00,00,00,000 (Five Hundred Crores shares) of Rs. 1/- each vide resolution passed in Extraordinary General Meeting held on September 11, 2026

Further, Authorized Share Capital of the Company is increased from the Rs. 5,00,00,00,000/- (Rupees Five Hundred Crore) divided into 5,00,00,00,000 shares (Five Hundred Crore shares) of Rs. 1/- each to Rs. 75,00,00,00,000/- (Rupees Seven Thousand and Five Hundred Crores) divided into 75,00,00,00,000 (Seven Thousand and Five Hundred Crores shares) of Rs. 1/- each vide resolution passed through Postal Ballot dated January 22, 2026.

13. ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS TO PERSONS BELONGING TO NON-PROMOTER CATEGORY

During the year under review, the Company has not issued Convertible Warrants.

14. EMPLOYEE STOCK OPTIONS PLAN

During the year under review, the Company has not granted any ESOP.

15. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debenture, bonds or nonconvertible securities.

16. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:

Share Transfer System of the Company is computerized and MUFG Intime India Private Limited (MUFG) is the Companys Registrar and Share Transfer Agent (RTA) for equity shares (kept in physical as well as electronic mode). The requests, if any, for share transfer, transmission, subdivision, consolidation, renewal, remat, duplicate etc. are processed and share certificates duly endorsed / issued are dispatched within the prescribed time period, subject to documents being valid and complete in all respects.

In compliance with the Regulation 7(3) of the Listing Regulations, the Company submits a Compliance Certificate duly signed by the Compliance Officer of the Company and the authorised representative of the Share Transfer Agent, within one month of end of financial year, stating that all activities in relation to both physical and electronic share transfer facilities are maintained by the Companys Registrar and Share Transfer Agent (RTA) i.e. MUFG. Further, an annual certificate of compliance, issued by it, with regard to the issuance of share certificates within 30 days of lodgement for transfer, sub-division, consolidation, renewal etc., is submitted to the stock exchanges pursuant to Regulation 40(9) & (10) of the Listing Regulations.

The Equity Shares of the Company are almost in dematerialized segment and are frequently traded on the National Stock Exchange of India Limited and BSE Limited.

The Equity shares are available for trading in the depository systems of both the National Securities Depository Limited and the Central Depository Services (India) Limited. The ISIN Number of Company on both the NSDL and CDSL is INE688J01023.

As on March 31, 2026, 1,40,72,37,255 Equity Shares out of total no. of shares held i.e. 1,41,06,95,055 of face value of Rs.1/- each are held in the dematerialised form.

17. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF;

During the year under review, the securities of the Company had not been suspended for trading on Stock Exchange.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company was duly constituted.

The Board of Directors as on March 31, 2026 are as follows:

S. No. Name of the Director Designation Date of Appointment
1. Ankit Mehra Managing Director 28/07/2025
1. Lakhmendra Khurana Executive Director 07/01/2003
2. RunelSaxena Non-Executive Independent Director 22/12/2025
3. Arihant Bhansali Non-Executive Independent Director 29/01/2026
4. Daksha Nag Non-Executive Independent Director 29/01/2026
5. Hema Sadnani Non-Executive Independent Director 29/01/2026
6. Prashant Kumar Jain Non-Executive Independent Director 02/09/2025
7. Jasman Singh Chadha Executive Director 28/07/2025
8. Shweta Mundra Non-Executive Independent Director 10/05/2024
9. Nilam Mitesh Bihani Company Secretary 05/09/2023

There were following changes in the Board of Directors of the Company:

1. Appointment of Mr. Jasman Singh Chadha (Din: 09697977) as Whole-time Director of the Company w.e.f. 28.07.2025.

2. Appointment of Mr. Ankit Mehra (Din: 07669838) as Managing Director of the Company w.e.f. 28.07.2025.

3. Resignation of Mr. Arpit Khurana (DIN: 03169762), Whole Time Director of the Company w.e.f. 28.07.2025.

4. Appointment of Mr. Prashant Kumar Jain (DIN No.: 08713703) as the Non- Executive Independent Director w.e.f. 02.09.2025.

5. Appointment of Mr. Garvit Agarwal (DIN: 08560082) as a Whole-time Director on the Board of the Company w.e.f. 11.11.2025 and resigned from office w.e.f March 26, 2026.

6. Resignation of Mrs. Ranjana Khurana (DIN: 00623034), Whole Time Director of the Company w.e.f. 11.11.2025.

7. Resignation of Lakhmendra Chamanlal Khurana (DIN: 00623015) as Chairman and Managing Director of the Company. However, he continuous to be the Director of the Company, by approval of the Members of the Company through Postal Ballot w.e.f. 17.11.2025.

8. Re-designation of Mr. Ankit Mehra (DIN: 07669838) from Whole-Time Director to Managing Director of the Company, by approval of the Members of the Company through Postal Ballot w.e.f. 17.11.2025.

9. Appointment of Runel Saxena (DIN: 10424170) as Non- Executive Independent Director w.e.f.

22.12.2025.

10. Appointment of Hema Sadnani as Non- Executive Independent Director w.e.f. 29.01.2026.

11. Appointment of Arihant Bhansali (DIN: 11508218) as Non- Executive Independent Director w.e.f. 29.01.2026

12. Appointment of Daksha Nag (DIN: 11405929) as Non- Executive Independent Director w.e.f. 29.01.2026

13. Resignation of Mr. Himanshu Surendra Kumar Gupta (DIN: 09607045), Director of the Company w.e.f. 26.03.2026.

14. Resignation of Mr. Rajat Raja Kothari (DIN: 09604960), Director of the Company w.e.f.

26.03.2026.

19. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD

During the year under review, 12(twelve) meetings of the Board of Directors were held details of which are given in the Corporate Governance Report which is annexed as Annexure-5 to this Report.

Further, during the year under review the Committees of Board of Directors were duly constituted and their meetings were conducted in accordance with the Act and the Listing Regulations, details of which are given in the Corporate Governance Report which is annexed as Annexure-5 to this Report.

20. DETAILS OF THE INDEPENDENT DIRECTORS, THEIR MEETINGS AND A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Independent directors of the company are registered with independent director databank.

During the year under review, a meeting of Independent Directors of the Company was held once without presence of the other Directors and Members of the Management of the Company.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions of Listing Regulations, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in Schedule IV of the Act.

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: www.excel- infoways.com

21. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received annual declarations from all the Independent Directors as per Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations confirming that they meet

the criteria of independence and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations.

22. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. Devpura Navlakha & Co., Chartered Accountants, having ICAI Firm Registration No. 121975W, were appointed as the Statutory Auditors the Company at the 23rd Annual General Meeting ("AGM") held on 25th July, 2025, who shall hold office till the conclusion of the 28th AGM of the Company which will be held in the year 2030.

23. STATUTORY AUDIT REPORT

The auditors determine that the Company provides a fair and accurate representation of its financial position by examining its financial transactions. They report to the shareholders and other stakeholders on the financial statements of the Company.

Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2025-26 have given unmodified opinion.

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

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the company have reported any instance of fraud in respect of the Company, by its officers or employees under section 143(12) of the Act.

25. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s S.K. Jain & Co., Practicing Company Secretaries, is the Secretarial Auditor of the Company for the FY 2025-26. Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations the Board of Directors in their meeting held on May 14, 2025 have appointed M/s S.K. Jain & Co., Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2025-26 till 2029-2030 approved by the shareholders in the Annual General Meeting held on July 25, 2025.

The Secretarial Audit Report (MR-3) for the FY ended on March 31, 2026 is annexed as Annexure 7. The MR-3 is self-explanatory and does not call for any further comments. The MR-3 does not contain any qualification, reservation, adverse remark or disclaimer.

26. INTERNAL AUDITOR

M/s Malvika Mitra & Associates, Chartered Accountants (Firm Registration No. 123635W) is the Internal Auditor for the FY 2025-26. The Board of Directors in their meeting held on May 14, 2025 have re-appointed M/s Malvika Mitra & Associates as the Internal Auditor for the FY 2025-26.

27. COST AUDITOR REPORT AND COST RECORD

The Company is neither required to appoint Cost Auditor nor require to maintain cost records as specified by the Central government under Sub-section (1) of Section 148 of the Act. Accordingly, consequently such accounts and records are not made and maintained by the Company.

28. PARTICULARS OF EMPLOYEES

The remuneration of the Directors and employees not exceed the criteria prescribed in Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is attached as Annexure 4

The detailed information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished upon request.

29. ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF ASSOCIATION:

During the year under review, there has been changes in the MOA and AOA of the Company. The changes are as follows:

• Increase In the Authorized Share Capital of The Company and Consequent Alteration to the Capital Clause of the Memorandum of Association.

The Authorized Share Capital of the Company is increased from the Rs. 1,50,00,00,000/- (Rupees One Hundred and Fifty Crore) divided into 1,50,00,00,000 shares (One Hundred Fifty Crore shares) of Rs. 1/- each to Rs. 5,00,00,00,000/- (Rupees Five Hundred Crores) divided into 5,00,00,00,000 (Five Hundred Crores shares) of Rs. 1/- each.

Further, the authorized share capital of the Company is increased from the existing Rs.

5.00. 00.00.000/- (Rupees Five Hundred Crore) divided into 5,00,00,00,000 shares (Five Hundred Crore shares) of Rs. 1/- each to Rs. 75,00,00,00,000/- (Rupees Seven Thousand and Five Hundred Crores) divided into 75,00,00,00,000 (Seven Thousand and Five Hundred Crores shares) of Rs. 1/- each w.e.f. 23.01.2026.

The existing Clause V of the Memorandum of Association of the Company is altered as under:

Clause V. The Authorized Share Capital of the Company has been increased from Rs.

150.00. 00.000 (Rupees One Hundred Fifty Crores Only) divided into 150,00,00,000 (One Hundred Fifty Crores) Equity Shares of Rs. 1/- each (Rupees One) to Rs. 500,00,00,000 (Rupees Five Hundred Crores) divided into 500,00,00,000 (Five Hundred Crores) Equity Shares of Rs. 1/- each (Rupees One).

Clause V. The Authorized Share Capital of the Company is Rs. 75,00,00,00,000/- (Rupees Seven Thousand and Five Hundred Crores) divided into 75,00,00,00,000 (Seven Thousand and Five Hundred Crores shares) of Rs. 1/- each.

• Amendment to The Object Clause of Memorandum of Association of The Company

The object clause was amended to include the manufacturing and trading of agro-based products in the MOA, vide resolution passed in Extra Ordinary General Meeting dated September 11, 2025.

Further, again object clause was amended to include the Business related to energy and Powers in the MOA, vide resolution passed through Postal Ballot dated January 22, 2026.

• Change of Name of the Company and Consequent Alteration to the Name Clause of the Memorandum of Association and Articles of Association

Company changed the name of the Company from "Excel Realty N Infra Limited" to "Landsmill Green Limited" vide resolution passed through Postal Ballot on January 22, 2026.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company during the financial year under review, as the Company did not meet any of the prescribed thresholds specified under the said section. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee or formulate a CSR Policy

31. RISK MANAGEMENT

The Company has an adequate risk management framework in place capable of addressing those risks. The Risk Management framework is in place to identify, priorities, mitigate, monitor and appropriately report any significant threat to the organizations strategic objectives, its reputation, operational continuity, environment, compliance, and the health & safety of its employees.

The purpose of the Risk Management plan is to institutionalize a formal risk management function and framework in the Company for identifying, assessing, monitoring and managing its business risk including any material changes to its risk profile. The Risk Management plan is placed on the website of the Company at www.excel-infoways.com

32. NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of the Listing Regulations, the Company has a remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the

Company. The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report.

The web link to the Nomination and Remuneration Policy is as under: www.excel-infoways.com

33. RELATED PARTY TRANSACTIONS

The details of contract or arrangements made with the related parties in accordance with the provisions of Section 188 of the Act are provided in the prescribed Form AOC-2 as Annexure- 2. The transaction with related party is within the limit prescribed under section 188 of Companies Act 2013 and under regulation 23 of SEBI (LODR) 2015.

The policy on Related Party Transactions is available on the website of the Company at www.excel-infoways.com

34. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns.

The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

The web link for the policy is as under: www.excel-infoways.com

35. CODE OF CONDUCT:

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel ("the Code"). All Board members and senior management personnel have confirmed compliance with the Code for the year 2025-26. The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is annexed as Annexure- 6 of this Report.

37. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent

Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

38. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the Secretarial Standard on Meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") as issued and amended from time to time by the Institute of Company Secretaries of India (ICSI) in terms of Section 118(10) of the Act.

39. CORPORATE GOVERNANCE

During the year under review, the provisions of 15(2) of the Listing Regulations the provisions mentioned in the Regulations 17 to 27 of the Listing Regulations were applicable to the Company. A separate report on Corporate Governance which is annexed as Annexure-5 of this Report.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

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

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

During the year under review, the provisions of Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") was not applicable to the Company.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) COMPANIES ACT, 2013

During the year under review, the Company has not received any complaints on sexual harassment

43. MATERNITY BENEFIT

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

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

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

44. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which

this financial statement relates and the date of this Report. As such, no specific details are required to be given or provided.

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

The Company has not given any loan to the Directors and/or Key Management Personnel. Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Act are given in the notes to the financial accounts forming part of the Annual Report. Except stated in AOC-2

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no applications were made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, there was no one time settlement done with any bank or any financial institution.

48. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year ended March 31, 2026:

The Company had received notices from the Stock Exchanges for non-compliance with the provisions of Regulations 18(1), 19(1)/19(2) and 20(2)/(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has filed applications for waiver of the fines levied by both the Stock Exchanges. The application submitted to National Stock Exchange of India Limited has been favorably considered, while the application submitted to BSE Limited is pending for consideration.

The Company, its promoters, and directors filed appeals before the Securities Appellate Tribunal against orders of the Securities and Exchange Board of India passed on July 28,2023 concerning alleged financial misstatements, related party disclosures, and accounting treatment of loans and advances. Pursuant to the Tribunals order dated 19.02.2026, the appeals were partly allowed, with major allegations relating to financial misstatement and fraud set aside, while certain related party disclosure lapses were treated as technical in nature with reduced penalties, and no material adverse impact on investors or the Companys governance framework was observed.

49. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level

control, process level controls and IT controls, review of key business processes and analysis of risk control matrices, etc.

During the period under review, effectiveness of internal financial controls was evaluated. In addition, the policies and procedures have been designed to ensure the safeguarding of the Companys assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information.

The Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audit along with management reply are placed before the Audit Committee of the Board. The Companys system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and the preparation of financial statement in accordance with applicable Indian Accounting Standards, the Act read with the rules made thereunder, SEBI regulations and all other applicable regulatory/statutory guidelines, etc. The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, forming part of this Annual Report.

50. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit for the Company for the year ended March 31, 2026;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

51. MISCELLANEOUS:

The Directors state that no disclosure or reporting is required in respect of the following items as

there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Sweat Equity Shares to the employees of the Company.

3. Buyback of shares.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its WOS.

52. ACKNOWLEDGEMENT

The directors are highly grateful for all the guidance, support and assistance received from the Governments of various states in India, concerned Government departments, Financial Institutions and Banks.

The directors place on records their deep appreciation to all employees for their hard work, unstinted dedication and commitment and continued contribution at all levels in the performance of the company. The directors also take this opportunity to thank all shareholders, suppliers, distributors, retailers, directors, auditors, Government and regulatory authorities, for their continued support.

The directors appreciate the continued co-operation and support received from its customers that has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. The Board look forward for their continued support in future.

For and on Behalf of the Board of Directors of
LANDSMILL GREEN LIMITED
(Formerly known as Excel Realty N Infra Limited)
Sd/- Sd/-
Ankit Mehra Lakhmendra Khurana
Managing Director Director
DIN: 07669838 DIN:00623015
Place: Mumbai
Date: September 04, 2026

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