3.11 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of consideration required to settle the present obligation at the end of the reporting period taking into account risk/ uncertainty surrounding the obligation. The expense relating to a provision is presented in the standalone statement of profit and loss.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
Contingent assets are disclosed where inflow of economic benefits is probable. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
3.12 Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand, balances with payment gateways and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
3.13 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net profit or loss for the year attributable to equity
shareholders by the weighted average number of shares outstanding during the year adjusted for the effects of all dilutive potential equity shares.
3.14 Inventories
Inventories are valued at lower of cost and net realisable value. Cost is determined as follows:
i) In case of cars, at specific cost on identification basis of their individual costs.
ii) I n case of spares and others, the same are valued at weighted average basis.
Costs includes all non refundable duties and taxes and all other charges incurred in bringing the inventory to their present location and condition. Net realisable value is the estimated selling price less estimated cost necessary to make the sale.
3.15 Segment Reporting
An operating segment is component of the Company that engages in the business activity from which the Company earns revenues and incurs expenses, for which discrete financial information is available and whose operating results are regularly reviewed by the chief operating decision maker (CODM), in deciding about resources to be allocated to the segment and assess its performance. The Company’s chief operating decision maker is the chairman of the Company.
Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.
3.16 Statement of Cash Flows
Cash flows are reported using indirect method whereby profit for the period is adjusted for the effects of the transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts and payments and items of income or expenses associated with investing and financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
3.17 Events after reporting date
Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.
3.18 Share-based payment
Employees (including senior executives) of the Company receive remuneration in the form of share- based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions: The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised, together with a corresponding increase in share-based payment reserves in equity, over the period in which the service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the Standalone Statement of Profit and Loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
No expense is recognised for awards that do not ultimately vest because service conditions have not been met. When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
3.19 Business Combinations
Business combinations are accounted for using the acquisition method. At the acquisition date, identifiable assets acquired and liabilities assumed are measured at fair value. The consideration transferred is measured at fair value at acquisition date and includes the fair value of any contingent consideration.
Where the consideration transferred exceeds the fair value of the net identifiable assets acquired and liabilities assumed, the excess is recorded as goodwill. In case of business combinations involving entities under common control, the same is accounted for using the pooling of interests method. The net assets of the transferor entity or business are accounted at their carrying amounts on the date of the acquisition subject to necessary adjustments required to harmonise accounting policies.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods unless (a) the impairment loss was caused by a specific external event of an exceptional nature that is not expected to recur; and (b) subsequent external events have occurred that reverse the effect of that event.
I f the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date.
3.20 Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current / non-current classification.
An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle; or
- It is held primarily for the purpose of trading; or
- It is due to be settled within twelve months after the reporting period;, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The Company has identified twelve months as its operating cycle.
NEW/AMENDED STANDARDS ADOPTED BY THE COMPANY
Recent Pronouncements Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 01, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any impact in its financial statements.
Note:
The goodwill is tested for impairment annually and as at March 31,2025, the goodwill is not impaired.
The recoverable amounts of the CGUs are determined from value-in-use calculations. The key assumptions for the value-in¬ use calculations are those regarding the discount rates, growth rates and expected changes to direct costs during the year. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money.
The growth rates are based on management’s forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. The Company prepares its forecasts based on the most recent financial budgets approved by management with projected revenue growth rates at 6.00 % p.a. The rates used to discount the forecasts is 14.76% p.a.
Management believes that any reasonable possible change in any of these assumptions would not cause the carrying amount to exceed its recoverable amount.
* During the year ended March 31,2025, the Company paid final dividend of ' 1.50 per equity share aggregating to ' 62.00 Million for the year ended March 31,2024 which was approved in the annual general meeting held on September 20, 2024.
Proposed Dividend
The Company’s Board of Directors at its meeting held on May 29, 2025 have recommended payment of final dividend of ' 0.50 per equity share of face value of ' 5 each for the financial year ended March 31,2025 amounting to ' 20.69 Million. The above is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability.
Nature and purpose of reserves Capital reserve on business combination
Capital reserve represents the excess amount of net assets acquired over and above the liabilities pursuant to the Scheme of Arrangement.
Securities premium
Securities premium represents the premium received on issue of shares over and above the face value of equity shares. The same is available for utilisation in accordance with the provisions of the Companies Act, 2013.
Share options outstanding account
The fair value of the equity-settled share based payment transactions with employees is recognised in Standalone Statement of Profit and Loss. with corresponding credit to Stock Options Outstanding Account.
Retained earnings
The retained earnings reflect the profit of the Company earned till date net of appropriations. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve, after considering the requirements of the Companies Act, 2013.
Capital redemption reserve
Capital redemption reserve has been created pursuant to the requirements of the Act under which the Company is required to transfer certain amounts on redemption of preference shares. The Company has redeemed the underlying preference shares in the earlier years. The capital redemption reserve can be utilised for issue of bonus shares.
Other Comprehensive Income
This represents the cumulative gains and losses arising on the revaluation of preference instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.
Notes
(a) Term Loan from a Bank of ' 6.94 Million (March 31,2024 - ' 16.06 Million) repayable in 70 equated monthly instalments of ' 0.86 Million by December, 2025 is primarily secured by way of third floor of Landmark house owned by Mrs. Ami Thakker, Mr. Aryaman Thakker and Ms. Aparajita Thakker, residential building owned by Mr. Sanjay Thakker at Mumbai and further secured by personal guarantees of 2 Directors.
(b) Vehicle loan from a Bank of ' 7.69 Million (March 31,2024 - ' 11.49 Million) carry interest rate in the range of 9.00% p.a. to 9.50% p.a. will be repaid in equated monthly instalments by January, 2027 are secured by way of hypothecation of demo cars.
(c) Vehicle loan from others of ' 323.25 Million (March 31,2024 - ' 229.97 Million) repayable in 25 to 48 monthly instalments by February, 2029 carry interest rate in the range of 8.50% p.a. 10.00% p.a are secured by way of hypothecation of owned cars.
(d) Term Loan from Others of ' 20.66 Million (March 31, 2024 - ' 33.11 Million) under Emergency Credit Line Guarantee Scheme (ECLGS) repayable in 60 equated monthly instalments of ' 1.22 Million by September, 2026.
Vehicle floor plan payable represents amount borrowed to finance the purchase of inventories of cars with the manufacturer’s captive finance company. The amount is payable on sale of a specific vehicle or after a pre-defined period if not sold. Such payable amounts are secured by way of first and exclusive charge over specific inventory, receivables and cash and further secured by way Demand Promissory Note along with Letter of Continuity, 6 Undated Blank Cheques in favour of Mercedes- Benz Financial Services India Private Limited (formerly known as Daimler Financial Services (India) Private Limited) and Personal Guarantee of Mr. Sanjay Thakker and Mrs. Ami Thakker. Any amount that remains unpaid after initial interest free period carries interest in the range of 11.25% p.a. to 11.75 % p.a. on Demo Cars (March 31,2024 - interest rate was 11.25% p.a. on Demo cars). Changes in vehicle floor plan payable are reported as operating cash flows.
There are no transfers between level 1 and level 2 during the current year.
During the previous year ended March 31,2024, there was a transfer from level 2 to level 3 due to change in categorisation from using third party pricing information without adjustments to lowest level input, to the fair value measurement as a whole. The financial instruments were categorised as level 2 based on the third party pricing information available and as level 3 in case the lowest level input that is significant to the fair value measurement was unobservable. The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the financial year.
Valuation Methodology
As at March 31,2025 and March 31,2024, the Company has measured fair value for Level 3 investment based on valuation carried out by the Management using discounted cashflow method applying discount rate of 38.24% (2023-24 - 20.36%).
E3 FINANCIAL RISK MANAGEMENT
The Company’s financial liabilities comprise mainly of borrowings, lease liabilities, vehicle floor plan, trade payables and other financial liabilities. The Company’s financial assets comprise mainly of cash and cash equivalents, investments, bank balances other than cash and cash equivalents, loans given to related parties, trade receivables and other financial assets.
The Company’s business activities are exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk.
The Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework who are responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Board of directors of the Company. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of directors.
8 Market risk
The market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. The Company does not have any outstanding balance in foreign currencies and hence it is not exposed to foreign currency risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments.
The Company manages market risk through a treasury department, which evaluate and exercises control over the entire process of market risk management.
Interest rate risk
Interest rate risk is the risk that the future cash flow with respect to interest payments on borrowing will fluctuate because of change in market interest rates. Interest rate change does not affects significantly short term borrowings therefore the Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligation with floating interest rates.
Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time, or at a reasonable price. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company generates cash flows from operations to meet its financial obligations, maintains adequate liquid assets in the form of cash and cash equivalents and has undrawn short term line of credits from banks to ensure necessary liquidity. The Company closely monitors its liquidity position and deploys a robust cash management system.
Credit risk 2
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The credit risk for the Company primarily arises from credit exposures to trade receivables, loans given, deposits with landlords for properties taken on leases and other receivables including balances with banks.
Trade and other receivables: The Company’s business is predominantly through credit card, cash collections, insurance companies and receivable from Mercedes-Benz (OEM), hence the credit risk on such transactions are minimal. The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers and the credit risk exposure for institutional customers is managed by the Company by credit worthiness checks. All trade receivables are also reviewed and assessed for default on a regular basis. Further, Trade and other receivables consist of a large number of end customers hence, the Company is not exposed to concentration risks. In relation to credit risk arising from commercial transactions, necessary provisions are recognised for trade receivables when objective evidence exists that the Company will be unable to recover all the outstanding amounts in accordance with the original contractual conditions of the receivables.
The Company considers the solvency, liquidity, asset quality and management prudence of the counter parties, as well as the performance potential of the counter parties. Refer note 14 for the disclosures for trade receivables.
The Company also carries credit risk on lease deposits with landlords for properties taken on leases, for which agreements are signed and property possessions timely taken for its operations.
The risk relating to refunds after shut down of leased premises is managed through successful negotiations or appropriate legal actions, where necessary.
Credit risk arising from cash and cash equivalent and other balances with bank is limited as the counterparties are recognised banks.
During the year ended March 31, 2025, out of the total revenue of ' 6,656.45 Million (March 31, 2024 : ' 5,989.89 Million),
' 966.10 Million (March 31, 2024 : ' 904.58 Million) is earned from Mercedes-Benz which comprise of 14.51% (March 31, 2024: 15.10%) of the total revenue earned. Out of the total receivable, the outstanding from Mercedes-Benz is ' 188.10 Million (March 31,2024 : ' 174.66 Million), which is 43.02% (March 31,2024 : 37.20%) of the total trade receivable balances.
*Subsequent to the year end, the Company has received favourable assessment order setting aside demand of ' 2.44 Million from VAT department and the liability has been determined at ' Nil.
Contingent liabilities includes demand notices received from tax authorities for various matters including mismatch in input credit. The Company has filed appeals on the above matters and the same are pending with various appellate authorities.
Future cash outflows in respect of the above matters are determinable only on receipt of judgements / decisions pending at various forums / authorities. The amount assessed as contingent liabilities do not include interest and penalties.
The Company is involved in various legal proceedings including product liability and other regulatory matter relating to conduct of its business. Based on the internal evaluation of the management the possible unfavourable outcome of such litigations to be remote and accordingly the same has not been considered as contingent liability.
The Company and one of its subsidiary Company has jointly given the Corporate Guarantee of ' 955.00 Million against the borrowing obtained by the subsidiary companies, having outstanding balance as at March 31,2025 of ' 704.84 Million (March 31,2024 - ' 457.57 Million).
SEGMENT REPORTING
The primary reporting of the Company has been made on the basis of Business Segments. The Company has a single business segment as defined in Indian Accounting Standard (Ind AS) 108 on Segment Reporting, namely dealership of cars in India. The Chairman and the Executive Director of the Company allocates resources and assess the performance of the Company, thus are the chief operating decision maker (CODM). The CODM monitors the operating results of the business as a single segment, hence no separate segment needs to be disclosed.
E3 EMPLOYEE BENEFITS
The Company makes Provident Fund, Employee State Insurance Scheme and Labour Welfare Fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised ' 3.64 Million (March 31,2024: ' 3.56 Million) for Provident Fund contributions, ' 0.88 Million (March 31,2024: ' 1.33 Million) for Employee State Insurance Scheme and ' 0.06 Million (March 31,2024: ' 0.04 Million) for Labour Welfare Fund contributions in the Standalone Statement of Profit and Loss in Note 29. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
Defined Benefit Plan:
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. Till March 31,2024, the Company made monthly payments to employees along with other salary payments which had been expensed out on monthly basis. W.e.f. April 01, 2024, the benefit payable is the differential amount calculated as per the Payment of Gratuity Act, 1972 and the amount paid to employees on a monthly basis along with salary payments till March 31,2024. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. Each year,
the management reviews the balance of payments actually made to the employees while monthly processing, which can be offsetted against the liabilities determined at retirement, death, incapacitation or termination of employment, based on the independent legal opinion obtained by the Company. Such review includes the actual payment - liability matching strategy. The management recognise additional expense to the extent of deficit of actual payment over defined benefit obligations actuarially determined using the Projected Unit Credit method at the end of the year. Actuarial gains and losses in respect of defined benefit plans are recognised through other comprehensive income.
Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
Interest risk
A decrease in government bond yields will increase plan liabilities.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
Life expectancy
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the defined benefit liability as recognised in the Balance Sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change as compared to the prior year.
Notes : The transactions with related parties are made in the normal course of business on terms equivalent to those that prevail in arm’s length transactions. The amount outstanding are unsecured and will be settled in cash. No expense has been recognised in the current or prior years for bad or doubtful debts in respect of amounts owed by related parties except for the loan amount of ' 384.45 Million given to a wholly owned subsidiary company had been written off in the previous year. For guarantees given, refer note 19 and 22.
0.00 denotes amount less than ' 1,000
W5 EVENTS OCCURRED AFTER THE BALANCE SHEET DATE
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the financial statements. As of May 29, 2025, there are no subsequent events and transactions to be recognised or reported that are not already disclosed.
K! EXCEPTIONAL ITEMS
a) During the year ended March 31,2025, exceptional items of ' 8.87 Million represents the impact of loss on discard of immovable property on account of relocating showroom in Mumbai for strategic advantage.
b) During the previous year ended March 31,2024, due to change in the business outlook of the Renault operations in India and closure of several locations in the past, the Company has reassessed the recoverable value of its investments and loans given to Benchmark Motors Private Limited, a wholly-owned subsidlary. Consequently, the Company had written off loans given amounting to ^ 384.55 Million and shown as exceptional items.
W47 UTILISATION OF IPO PROCEEDS
The Company’s equity shares were listed on the National Stock Exchange (“NSE”) and on the BSE Limited (“BSE”) on December 23, 2022, by completing the Initial Public Offering (IPO) of 1,09,11,160 equity Shares of face value of ' 5 each at an issue price of ' 506 per equity share (including share premium of ' 501 per share), consisting of an offer for sale of 79,44,662 equity shares by the selling shareholders and fresh issue of shares of 29,66,498 equity shares. A discount of ' 48 per share was offered to eligible employees bidding in employee’s reservation portion of 21,834 equity shares. The Company’s share of public issue expense amounting to ' 100.31 Million had been adjusted in Securities Premium Account as at March 31, 2023. During the previous year, considering the actual IPO expenditure incurred, an amount of ' 14.54 had been adjusted in Securities Premium account.
*Note : On finalisation of IPO issue expenses, the amount proposed to be utilised for General Corporate Purposes is revised to ' 200.14 Million compared to the original amount of ' 191.07 Million, considering the savings in certain IPO issue expenses.
E3 employee stock option plan
Landmark Cars - Employee Stock Option Plan 2018
The Company has a share option scheme for certain employees of the Company and its subsidiaries. In accordance with the terms of the share option scheme, as approved by shareholders at Extra Ordinary General Meeting held on April 06, 2018, employees with a pre defined grade may be granted options to purchase equity shares. Each share option converts into one equity share of the Company on exercise.
No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised with in four years from the date of grant, as per vesting schedule. The share options vests based on a pre-determined vesting schedule from the date of grant. The fair value of the share options is estimated at the grant date using a black schole pricing model, taking into account the terms and conditions upon which the share options are granted. However, the above performance condition is only considered in determining the number of instruments that will ultimately vest. There are no cash settlement alternatives.
Landmark Cars - Employee Stock Option Plan 2023
The shareholders of the Company approved “Landmark Cars Limited Employee Stock Option Plan 2023 (ESOP 2023)” at the Annual General Meeting held on September 18, 2023 to grant a maximum of 1,53,000 options to specified categories of employees of the Company and its subsidiary company. Each option granted and vested under ESOP 2023 shall entitle the holder to acquire one equity share of face value of ' 5 each of the Company.
The time and performance based options become eligible on an annual basis at 25% for each year over a period of four years and vesting starts from second year. The vested options can be exercised within 3 years from the date of respective vesting of options. The fair value of equity share options is estimated at the date of grant using Black- Scholes model, taking into account the terms and conditions upon which the share options were granted.
* Pursuant to resolution in the board meeting dated October 28, 2021, Board of Directors have approved extension of the exercise period by one year and further extended by one year vide resolution in the Board meeting dated December 05, 2022.
Notes :
2 Pursuant to a resolution in the board meeting dated November 10, 2021, the Board of Directors have resolved that:
(a) pursuant to reduction of the face value of the Equity Shares from ' 10 to ' 5, the options of face value ' 10 originally granted to the employees will be doubled to options of face value ' 5,
(b) the name of the scheme has been changed to “Landmark Cars Limited Employee Stock Option Scheme” and
(c) the exercise price shall also be adjusted appropriately to reflect the reduced face value of Equity Shares.
# 36,627 options of face value of ' 10 each (73,254 options of face value of ' 5 each) were cancelled on November 01,2021.
(iii) Charge to be registered with Registrar of Companies (ROC):
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
(v) Details of crypto currency or virtual currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(vi) Utilisation of borrowed funds and share premium
A The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with any oral or written understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
B The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with any oral or written understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) Undisclosed income
The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(ix) Revaluation of Property, plant and equipment and Right-of-use assets and other intangible assets
The Company has not revalued its property, plant and equipment, right-of-use assets and other intangible assets during the current or previous year.
(x) Scheme of arrangement
The Company has not entered into any scheme of arrangement which has an accounting impact on current financial year.
B5M AUDIT TRAIL IN ACCOUNTING SOFTWARE
The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that audit trail feature was not enabled at the database level in respect of accounting software to log any direct data changes.
Further, to the extent enabled, audit trail feature has operated throughout the year for all relevant transactions recorded in the accounting software. Further, no instance of audit trail feature being tampered with was noted in respect of the accounting software and the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in previous year.
51 Based on the order of West Bengal Authority for Advance Ruling in respect of GST matter for Landmark Cars (East) Private Limited, one of its subsidiary company, the Company was eligible to claim GST Input credit on demo cars purchased, resulting which inventory values were adjusted during the quarter ended June 30, 2024. However, considering the Circular dated September 10, 2024 from the Central Board of Indirect Taxes and Customs w.r.t. eligibility of Input Tax Credit on demo cars, the Company has discontinued availing the same prospectively. In respect of the input tax credit availed earlier, the same is being reversed as and when the inventory of demo cars is sold.
53| The standalone financial statements are approved for issue by the Audit Committee and the Board of Directors at their respective meetings conducted on May 29, 2025.
For M S K C & Associates LLP For and on behalf of the Board of Directors
(Formerly known as M S K C & Associates)
Chartered Accountants
Firm’s Registration Number : 001595S/S000168
Ojas D. Joshi Sanjay Thakker Paras Somani
Partner Chairman and Executive Director Executive and Whole-time Director
Membership No: 109752 DIN No. 00156093 DIN No. 02742256
Surendra Agarwal Amol Raje
Chief Financial Officer Company Secretary
Membership No: A19459
Place: Mumbai Place: Mumbai
Date : May 29, 2025 Date : May 29, 2025
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