Landmark Global Learning Ltd IPO

The IPO opens on 16 Jan 2025 & closes on 20 Jan 2025.

Landmark Global Learning Limited was originally incorporated as 'Landmark Immigration Consultants Private Limited' dated October 5, 2010 with the Deputy Registrar of Companies Punjab, Himachal Pradesh and Chandigarh, Subsequently, the status of the Company was changed to public limited and the name of Company was changed to 'Landmark Immigration Consultants Limited' on June 20, 2024 and further 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. The Company is the Best Study Visa Consultants in Chandigarh for Students who want to Study in the Abroad. It specializes in providing, education consultancy, IELTS Training, Career Counselling, and Post landing services, post study work, scholarships and so on. It provides a comprehensive range of services aimed at securely handling visa applications and issuing visas. Company offer an integrated Global Consultancy Services which includes (i) Global Education Consultancy (GEC) services to students, aspiring to build career abroad majorly in Canada and (ii) Immigration Consultancy (IC) Services for Tourist/Business and application for Permanent Residency (PR). Within GEC, the Company assist students in making smarter educational decisions and within IC, it assist customers in making visa application for tourist/business purpose; who are eligible to obtain a PR in that respective country. The Company, promoted by Mr. Jasmeet Singh Bhatia and Ms. Richa Arora, offers a comprehensive range of professional programs in global education consultancy which includes a) Education Consultancy b) Education Loan Guidance and Scholarships c) Admission application Formalities, d) Training for Language Proficiency Tests, e) Study/Schooling Visa etc., Also, it provide Admission support to students right from the time when they enroll with them. Immigration Consultancy services includes a) Tourist/Business Visa Services b) Permanent Residency Services. The Company provide consultancy services to customers right from the time while they provide their preferences to travel or to settle in a particular country. It provide them service including detailed consultancy on identifying the right time to travel, destination of travel, the type of documents in the visa process for tourist/business purpose and for permanent residency purpose. The Company issued 56,00,000 equity shares having the face value of Rs 10 per share via its initial public offering by raising Rs 40.32 crores in January, 2025.

Landmark Global Learning Ltd IPO will close on 20 Jan 2025.

<ul><li>One-stop Solution for Immigration and Consultancy Services for Students.</li><li>Well-entrenched relationship with global network of institutions of higher education across diverse discipline.</li><li>Qualified Pool of Consultants.</li><li>Professional & Organizational Development.</li><li>Experience of our Promoters and senior management team.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Jasmeet Singh Bhatia</td> <td>13197000</td> <td>87.92</td> <td>13197000</td> <td>64.03</td> </tr> <tr> <td>2</td> <td>Richa Arora</td> <td>1500950</td> <td>10</td> <td>1500950</td> <td>7.28</td> </tr> </tbody> </table>

<ul><li>Changes in the foreign Policy on Student VISA and Immigration may affect our business adversely.</li><li>We generate our major portion of sales from our operations from a particular geographical region, Canada. Any adverse developments affecting our operations in this country could have an adverse impact on our revenue and results of operations.</li><li>Our Company is heavily dependent on few global institutions of higher education for our revenue. Any loss of such global institutions of higher education may have an adverse impact on our business, results of operations and financial conditions.</li><li>The global institutions of higher education with whom we work have differing criteria to determine our eligibility to earn revenues from education consultancy services.</li><li>Rejection of VISA by the foreign Embassy may adversely affect our Reputation, Business and Financial results.</li><li>In the past, there have been some instances of delays/non-filings/ non-compliance with certain statutory authorities, In the event we are found not to be in compliance with any applicable regulations in relation to the regulatory filings or corporate actions, we may be subject to regulatory actions or penalties for any such possible non-compliance/non-filing/ delay and our business, financial condition and reputation may be adversely affected.</li><li>All the premises including our registered office and branch offices are not owned by us and we have only lease rights over such premises. In the event we lose such rights or are required to negotiate it, our cash flows, business, financial conditions and results of operations could be adversely affected.</li><li>Our major portion of revenue from operations is generated from the education consultancy services industry. A general decline or disruption in the education industry in relevant jurisdictions may adversely affect our business operations, results of operations and financial condition.</li><li>Our Company had negative cash flows in the past years from investing and Financing activities, details of which are given below. Sustained negative cash flow could impact our growth and business.</li><li>At present we are not subject to any strict Governmental regulation, Introduction of any future Regulations or failure by us to renew, maintain or obtain the required permits or approvals may increase our compliance requirements and may result in the interruption of our operations and may have a material adverse effect on our business.</li><li>Our Company's Logo "LANDMARK IMMIGRATION" is not registered with Registrar of Trademark and Brand name "Landmark Immigration Consultants" is registered, any infringement of our logo or failure to get it registered may adversely affect our Business. Further, any kind of negative publicity or misuse of our brand name could hamper our Goodwill and our future Growth Strategies could be adversely affected.</li><li>Fluctuations in foreign currency exchange rates could materially affect our financial results.</li><li>Political instability or a change in economic liberalization and deregulation policies could seriously harm business and economic conditions in India generally and our business in particular.</li><li>We operate in a competitive environment and face fair competition in our business from organized and unorganized players, which may adversely affect our business operations and financial condition.</li><li>The restated financial statements have been provided by peer reviewed chartered accountants who is not statutory auditor of our Company.</li><li>We have certain outstanding litigation against us, an adverse outcome of which may adversely affect our business, reputation and results of operations.</li><li>Our Company also operates through Franchisee model, any of the non-compliance of SOP or other terms and conditions of franchisee agreement, may adversely affect our business, results of our operations and brand image.</li><li>Any disruption in our information technology systems may adversely affect our business, results of operations and prospects.</li><li>We conduct our business majorly in Canada and may be unsuccessful in operating and expanding into new regions and face numerous legal and regulatory requirements while operating and expanding and violation of these regulations could harm our business.</li><li>Our inability to cater to and suitably update and enhance the depth of our course and service offerings may adversely affect our business, financial condition and results of operations.</li><li>Our business operations are seasonal in nature, Due to such seasonal variations, our sales and results of operations may vary for every quarter and may not be relied upon as indicators of the sales or results of operations of other fiscal quarters, or of our future performance.</li><li>We have not entered into contracts or agreements with few of our Associated Colleges in relation to terms of our appointment. As a result, they may terminate their relationships with us without any notice and without consequence, which could materially and adversely impact our business.</li><li>We have not yet placed orders in relation to the funding Capital expenditure for setting-up new branches for which it is proposed to be financed from the Issue proceeds of the IPO. In the event of any delay in placing the orders, or in the event the expenditure towards setting up branches is not completed in a timely manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be adversely affected.</li><li>There are certain discrepancies and non-compliances noticed in some of our financial reporting and/or records relating to filing of returns and deposit of statutory dues with the taxation and other statutory authorities.</li><li>We are yet to identify the exact locations or properties for the setting up branches pursuant to which we intend to utilize the amount from Net Proceeds.</li><li>The deployment of the portion of the Net Proceeds towards our strategic acquisitions and investments may not take place within the period currently intended, and may be reduced or extended.</li><li>Our Company has entered into related party transactions in the past and may continue to enter into related party transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>Our marketing and advertising campaigns may not be successful in increasing the popularity of our services and offerings. Further, we have not yet placed orders in relation to the funding advertisement expenditure to be made through newspapers and Hoardings for new branches for which it is proposed to be financed from the Issue proceeds of the IPO, If our marketing initiatives are not effective, this may adversely affect our business and results of operations.</li><li>We have entered into agreement with a vendor for social media advertising services for which it is proposed to be financed from the Issue proceeds of the IPO, however, if parties fail to fulfil the terms of the agreement, then this may adversely affect our business and results of operations.</li><li>Employee misconduct including misuse of confidential data and failure to maintain confidentiality of information could harm us and is difficult to detect and deter.</li><li>Our global consultancy service industry depends substantially on the consultants of our company and our ability to attract and retain them. Sudden decrease in the number of our consultants due to attrition may affect our operations and business. Strong competition in the immigration consultancy service sector could also decrease our market share and compel us to reduce fees or provide higher discounts on our fees.</li><li>Any breach of our students' safety and security may negatively impact our reputation, business and financial condition.</li><li>Our success largely depends upon the knowledge and experience of our Promoters, Directors, our Key Managerial Personnel and Senior Management as well as our ability to attract and retain personnel with technical expertise. Any loss of our Promoters, Directors, Key Managerial Personnel, Senior Management or our inability to attract and retain them and other personnel with technical expertise could adversely affect our business, financial condition and results of operations.</li><li>We may not be fully insured for all losses we may incur.</li><li>Conflicts of interest may arise out of common pursuits between our Company and entities forming part of promoter group and group company.</li><li>If we are unable to source business opportunities effectively, we may not achieve our financial objectives.</li><li>We may not be successful in implementing our business strategies.</li><li>We are subject to risks associated with expansion into new geographic regions.</li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of our Company.</li><li>Within the parameters as mentioned in the chapter titled "Objects of this Issue" beginning on page 79 of this Red Herring Prospectus, our Company's management will have flexibility in applying the proceeds of the Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not been appraised by any bank or financial institution.</li><li>Our ability to pay dividends will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and other factors.</li><li>We have not commissioned an industry report for the disclosures made in the section titled ndustry Overview' and made disclosures on the basis of the data available on the internet and such data has not been independently verified by us.</li><li>Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Our future funds requirements, in the form of issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.</li><li>In addition to normal remuneration or benefits and reimbursement of expenses, some of our directors and key managerial personnel are interested in our Company to the extent of their shareholding and dividend entitlement in our Company.</li><li>Our culture and values have been critical to our success and if we cannot maintain this culture and our values as we grow, our business and reputation could be adversely affected.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the price determined at time of registering the Prospectus.</li></ul>

The Issue type of Landmark Global Learning Ltd is Book Building - SME.

The minimum application for shares of Landmark Global Learning Ltd is 1600.

The total shares issue of Landmark Global Learning Ltd is 5600000.

Initial public offer of upto 56,00,000 equity shares of face value of Rs. 10/- each (the "Equity Shares") of Landmark Immigration Consultants Limited ("The Company" or "Landmark" or "The Issuer") for cash at a price of Rs. 72.00 per equity share including a share premium of Rs. 62.00 per equity share (the "Issue Price") aggregating to Rs. 40.32 crores ("The Issue"), of which upto 2,84,800 equity shares of face value of Rs. 10/- each for cash at a price of Rs. 72.00 per equity share including a share premium of Rs. 62.00 per equity share aggregating to Rs. 2.05 crores will be reserved for subscription by market maker to the issue (the "Market Maker Reservation Portion"). The issue less the market maker reservation portion i.e., net issue of upto 5,315,200 equity shares of face value of Rs. 10/- each at a price of Rs. 72.00 per equity share including a share premium of Rs. 62.00 per equity share aggregating to Rs. 38.27 crores is herein after referred to as the "Net Issue". The issue and the net issue will constitute 27.17 % and 25.79 % respectively of the post issue paid up equity share capital of the company. Price Band: Rs. 72 per equity share of face value of Rs. 10/- each. The Floor Price is 7.2 times of the face value.