SecMark Consultancy Ltd

SecMark Consultancy Ltd — Trading Window closed from Thursday, October 01, 2026 till the expiry of 48 hours after the declaration of Unaudited Financial Results (Standalone & Consolidated) of the Company for the Quarter ending September 30, 2026.

AGM and annual report access

• 15th AGM scheduled for 30 September 2026 at 2:30 PM IST via VC/OAVM.
• Annual Report for FY 2025-2026 being circulated to registered emails; others can access via web link.
• AR is also available on the company website and exchange portals (BSE/NSE) and NSDL.
• Shareholders without registered emails urged to update their contact details with Bigshare or their DP.
• Regulatory reference: compliance under SEBI LODR Regulation 36(1)(b).

Financial snapshot

• Standalone revenue Rs 3753.72 lakh, up 7.95% YoY.
• Consolidated revenue Rs 3882.47 lakh, up 7.83% YoY.
• Standalone PAT Rs 256.72 lakh; margin 6.84%.
• Consolidated PAT Rs 256.72 lakh; margin 6.84%.
• Basic EPS Rs 2.46; Diluted Rs 2.42.
• Borrowings Rs 1285.48 lakh; Net debt Rs 1283.44 lakh.

Capital structure & liquidity

• Debt equity 0.55x; DSCR 31.55x.
• Dividend declared for FY2025-26: Nil.
• Equity share capital Rs 1,044.70 lakh; 1,04,47,000 shares.
• Cash and cash equivalents at year end Rs 3.19 lakh.

Operational developments

• Software acquisitions from Codifi Finserv & Codifi Soft Tech for Rs 8 crore.
• Consultancy agreement with Codifi Soft Tech for Rs 20 crore through Dec 2028.
• i-Beats back-office migrated to .NET 4.8; AML Sutra & Compliance Sutra expanding.

Subsidiaries & investments

• Subsidiaries: Sutra Software, Markets on Cloud; SecMark Financial Aggregation formed July 2026.
• Subsidiaries 100% owned; investments in subsidiaries at cost Rs 1.80 lakh.
• Annexure I shows Sutra PAT Rs 737 lakh; Markets on Cloud Rs 111 lakh.

Governance & controls

• Board: 6 directors; 2 independent, 1 woman; Audit Committee meetings 4 in FY2025-26.
• Independent Directors met on 13 Feb 2026; familiarisation program conducted Feb 13, 2026.
• Internal financial controls adequate; no material weaknesses reported.
• Secretarial audit: no qualifications; CG certificate issued.

ESOP and employee equity

• ESOP 2019 pool: 12.50 lakh equity shares; Grant B 199,200 shares issued in 2025.
• Outstanding: Grant A 1,875 shares; Grant B 1,70,075 shares at year end.
• FY2025-26 ESOP cost: Rs 11.85 lakh.

Outlook & risks

• Outlook positive; growth driven by expanded product suite and client base.
• Material risk: substantial cash outflows from software acquisitions affect near-term profitability.
• Data security, regulatory changes, and cyber threats as key risk areas.

Target and structure

• Target: SecMark Financial Aggregation Private Limited, India NBFC account aggregator.
• Incorporation date: July 13, 2026; wholly owned subsidiary of SecMark Consultancy Limited.

Capital and ownership

• Initial paid-up capital Rs 1 lakh comprising 10,000 equity shares of Rs 10 each.
• SecMark Consultancy holds 100% equity stake in the subsidiary.

Consideration

• 100% subscription to initial paid-up capital in cash.

Regulatory and sector

• Industry: Account Aggregator NBFC; RBI approvals required.

Purpose and background

• Aim to operate as RBI-registered Account Aggregator; retrieve and present financial data with consent.

Timeline

• Timeline: Incorporation completed July 13, 2026.

Target background

• Business: account aggregation, data retrieval, and presentation with customer consent.

Overview

• Amalgamation of two private transferors into the listed transferee company.

Rationale

• Consolidates businesses to enhance scale, efficiency, and integrated offerings.

Key terms

• Nature: amalgamation of two transferors into the transferee.
• Share exchange: 2,000 transferee shares per 100 Transferor 1.
• Share exchange: 75,435 transferee shares per 100 Transferor 2.
• Post-merger: transferors dissolve without winding up.
• Change in transferor shareholding pattern not applicable.

Related party & pricing

• Transferor 2 is a related party; valuation-based consideration per SEBI guidelines.
• Area of business stated as at arm's length.

Financial impact

• Pre- to post-amalgamation promoter stake: 75% to 69.33%.
• Public stake: 25% to 30.67%.
• Total shares: 1,04,47,000 pre; 1,13,28,547 post.
• Post-scheme, transferors dissolve; shareholders become transferee holders.

Approvals & status

• Board approved; subject to requisite statutory and regulatory approvals.

Record date

• Record date governs the share exchange.

Financial results

• Unaudited standalone and consolidated quarterly results for June 30, 2026 approved.
• Audit Committee reviewed and Board approved the unaudited results.
• Limited Review Report accompanying the results.
• Period covered: quarter ended June 30, 2026.

Amalgamation scheme

• Scheme of Amalgamation of Codifi Finserv Private Limited and SecMark Holding Private Limited into SecMark Consultancy Limited approved.
• Subject to approvals from NCLT Mumbai Bench, SEBI, stock exchanges, ROC, and other authorities.

Meeting Details

• Board meeting Aug 12, 2026 to consider unaudited standalone and consolidated results for quarter ended June 30, 2026.

Key Agenda Items

• Approve unaudited standalone and consolidated financial results with Limited Review Report for the quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 1, 2026 until 48 hours after results declaration.