SecMark Consultancy Ltd

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.

Regulation 74(5) status

• Regulation 74(5) not applicable; all shares are in demat form and no rematerialisation requests were received.

Target and ownership

• Proposed subsidiary SECMARK FINANCIAL AGGREGATION PRIVATE LIMITED to be incorporated in India.
• Industry: Account Aggregator; sector: NBFC.
• Relationship: wholly owned by SecMark Consultancy Limited; SecMark is holding company (100%).
• Country of incorporation: India.
• Incorporation status: under incorporation; date not applicable.

Deal terms

• Capital and consideration: 100% cash subscription of Rs 1,00,000.
• Shares issued: 10,000 shares of Rs 10 each.
• Shareholding acquired: 100% by SecMark Consultancy Limited.
• Form of consideration: cash.
• Cost of acquisition: Rs 1 Lakh.

Regulatory & background

• Regulatory approvals: RBI to approve incorporation and registration.
• Timeline: completion date not disclosed.
• Background: Account Aggregator NBFC under RBI directions.
• Holding relation: SecMark Consultancy Limited is the listed entity's holding company (100%).

🗓️ Meeting Details

• Board meeting scheduled for February 13, 2026.

📊 Key Agenda Items

• Approval of unaudited standalone and consolidated financial results for Q3 and nine months ended December 31, 2025.