Landmark Property Development Company Ltd

TO

THE MEMBERS

Your Directors have pleasure in presenting their 48^th Annual Report together with the Audited Statement of Accounts for the Year ended March 31, 2024.

(Amount in Lakhs)

Your Company is engaged in the Business of Real Estate Development and also providing Advisory and Consultancy Services. The Company received income from Sale of Flats (Ready to Move) amounting to Rs. 132.68 Lakhs in the current year as against Rs. 40.67 Lakhs in the previous year. The loss after tax has been Rs. 1172.05 Lakhs against the loss after tax of Rs.654.08 Lakhs in the previous year.

There is no change in the nature of business of the Company during the financial year under review.

No material changes 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 till the date of this Report.

In view of loss during the year, your Directors do not recommend payment of any dividend.

During the financial year 2023-2 024, no amount was transferred to General Reserve of the Company.

Your Company's advances to Ansal Landmark Townships Private Limited were transferred to Ansal Landmark (Kamal) Township Private Limited which had been set up to run the Kamal Project in terms of Business Transfer Agreement dated 2^nd April, 2012 signed by the Company with Ansal Landmark (Kamal) Township Private Limited. The Company became entitled to allotment of Plots, Flats in Group Housing / commercial property in the residential townships at Ghaziabad and at Kamal. Your Company has still a balance advance of Rs, 35.26 Cr recoverable / adjustable.

The real estate market continues to be subdued / sluggish in India. However, all efforts are being made to sell the stock of plots /flats in the Company's inventory.

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

During the year under review the Company has not issued any debentures.

The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year 2023-24.

Smt. Sharmila Dalmia (DIN: 00266624) retires by rotation at the ensuing 48^lh Annual General Meeting. Being eligible and having consented, the Board recommends his reappointment. A detailed profile of Smt. Sharmila Dalmia, along with additional information required under Regulation 36(3) of SEB1 (LDOR) Regulations is provided in the Notice convening the 48^Ih Annual General Meeting.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

The Board currently comprise of One Managing Director, viz: Shri Gaurav Dalmia, Three Non-Executive Independent Directors, viz: Shri D N Davar, J. K. Kapur and Sh. Ambarish Chatterjee, and Two Non-Executive Non-Independent Directors, viz: Sh. D. N. Singh and Smt. Sharmila Dalmia.

Shri Gaurav Dalmia, Managing Director (MD), Shri Arvind Vachaspati as the Chief Financial Officer (CFO) and Shri Ankit Bhatia as the Company Secretary (CS) are continuing as Key Managerial Personnel of the Company.

The Directors were apprized with the following well in advance-

1. Roles, rights, powers and responsibilities

2. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 INDUSTRY AND BUSINESS MODEL

The Directors were apprised / given insights into the Company's activities, Business Model, the Industry, the Socio-economic environment in which the Company operates, the operational and financial performance of the Company and significant developments in the legal framework so that they are able to take well informed and timely decisions.

Each Director was given complete access to all information relating to the Company. Independent Directors freely interacted with the Company's management. They were given all the documents sought by them for enabling a good understanding of the Company, its various operations and the Industry segments of which it is a part.

The details have been posted on the Company's website www.landmarkproperty.in. CORPORATE GOVERNANCE

The Corporate Governance Report, which forms an integral part of this Report, is set out as separate Annexurc “A”, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the four Board Meetings were convened and held. The details of the same are given in the Corporate Governance Report annexed hereto. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The composition and other details of the Audit Committee arc given in the Corporate Governance Report annexed hereto.

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates as were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the Company and ensured that such internal financial controls are adequate and were operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

The Company has framed a Related Party Transactions Policy on the recommendation of the Audit Committee and approval by the Board of Directors. This is posted on the Company's website.

The related party transactions were approved by the shareholders through separate Special Resolutions at their Annual General Meeting held on September 30, 2014.

The Company does not have any subsidiary.

The Board of Directors has approved a Code of Conduct which is applicable to the Directors on the Board of Directors of the Company and also to Senior Management Personnel.

The Code has been posted on the Company's website www.landmarkproperty.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the senior management personnel in their business dealings

and in particular on matters relating to integrity in the work place, in business practices, and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed their compliance with the Code.

The Company has a Vigil (Whistle Blower) Policy which aims to provide a channel to the Directors, employees and other stakeholders to report genuine concerns about unethical behavior, actual or suspected default or violation of codes of conduct or policy.

Shri Ambarish Chatterjee, Director and the Chairman of the Audit Committee, has been appointed, in the meeting of Board held on AugudG, 2024 to head the Vigil Mechanism and to do the needful in that regard.

The said Vigil Mechanism shall provide safeguards against victimization of Director(s) / Employee (s) who availed of the Mechanism and also to provide for direct access to the Chairman of the Audit Committee in exceptional circumstances.

The said Vigil Mechanism is being overseen by the Audit Committee.

The Policy has been posted on the Company's website www.landmarkproperty.in.

Your Company has, in all material respects, an adequate internal financial controls system and such internal financial controls are operating effectively.

The Company has entrusted its internal audit to M/s M. L. Puri & Company, a reputed firm of Chartered Accountants. The main thrust of the internal audit process is on the test check and review of controls. Significant audit observations and recommendations along with corrective actions thereon arc presentedto the Audit Committee of the Board, from time to time.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Auditors' Report docs not contain any modified opinion or qualifications and the observations and comments given in the Report read together with relevant notes to accounts are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report from a Company Secretary in Practice. The Secretarial Audit report is annexed herewith as Annexure “B.”

Members of the Company at the 46^th Annual General Meeting held on September 30, 2022, approved the appointment of M/s V. Shankar Aiyar & Co, Chartered Accountants (Firm Registration Number 109208W) as the Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of the 46 ^th AGM up to the conclusion of the 51^st AGM of the Company.

M/s V. Shankar Aiyar & Co. would continue to act as Statutory Auditors of the Company.

As required under Regulation 33(1) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s M/s V. Shankar Aiyar & Co. have confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

M/s. RD & Associates, Company Secretaries, conducted Secretarial Audit for the financial year ended on March 31, 2024.

The Annual Return of the Company as on March, 31, 2024 is available on the Company's website www.landmarkproperty.in.

The details of Managerial Remuneration forming part of Annual Return of the Company which is available on the Company's website www.landmarkproperty.in.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is given in Annexure “C'\

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the Directors individually, as well as the evaluation of the working of all its Committees. The Criteria for Performance Evaluation is given in Annexure “D”.

Further, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman and Non Executive Directors and other items as stipulated under the Listing Regulations.

The Company has a Risk Management Policy to identify, monitor and minimize risks as also identify business opportunities.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

The Company has given secured loans of Rs. 400 lakhs and Rs. 150 Lakhs to Saya Buildcon Consortium Pvt Ltd @ 18% quarterly and 19% monthly interest and the current total principal amount outstanding as on 31.03.2024 is 217.83 Lakhs and 149.24 Lakhs respectively.

The Company has not given any guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by Company are given in the notes to the financial statements.

There were no employees receiving remuneration in excess of prescribed limits.

Particulars required to be disclosed in terms of Section 134(3)(m) are not applicable to the Company.

During the year under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V? Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

Section 135 (1) of the Companies Act, 2013 is not applicable to the Company for the time being. Your Company, however, still intends to take some initiatives on its own in this behalf wherever possible.

During the financial year under review, the Company has complied with applicable Secretarial Standards specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

Pursuant to the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013 and the rules made there under, the Company has an Internal Complaint Committee.

However, there was no compliant received from any person during the financial year 2023-24 and hence no complaint is outstanding as on March 31, 2024 for redressal.

The dividend remained unclaimed for a period of seven yearsvas deposited in Investor Education and Protection Fund (IEPF).

The provisions of Section 148 of the Act relating to maintenance of cost records is not applicable to the Company.

No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

The Company has not availed any loan facility from the Banks or Financial Institutions during the financial year 2023-24.

Your Directors wish to express their gratitude for the support received from the Government Authorities, Institutions and Members.

Your Directors also wish toplace on record their appreciation for the contribution made by the employees at all levels. Your Directors also wish to thank the Company's business associates and banks for their continued support and for the faith reposed by them in the Company.

For and on behalf of the Board