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 organization's 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
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