SecMark Consultancy Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors are pleased to present the 14th Annual Report of SecMark Consultancy Limited (the
''Company'') along with the Audited Financial Statements for the financial year ended March 31,
2025. The Company, along with its subsidiary Companies and Associate Companies wherever
required is referred as ''we'', ''us'', ''our'', or ''SecMark''. The consolidated performance of the Company
and its subsidiary companies & its associate Company has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY:

The summarized standalone and consolidated results of your Company and its subsidiaries are
given in the table below:

Results of our operations and state of affairs:

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	For the year ended 31st March		For the year ended 31st March
	2025	2024	2025	2024
Revenue from Operations	3,511.31	2459.17	3,511.31	2459.17
Other Income	84.81	69.69	89.23	69.80
Operating Profit Before Interest, Depreciation and Tax	1,016.45	193.13	1,020.77	193.15 /
Finance cost	38.84	103.96	38.85	103.98
Depreciation	414.18	408.16	414.18	408.16

Non-Operating Expenses	-	-	-	-
Other Exceptional items	-	-	-	-
Profit Before Tax (PBT)	563.43	(318.99)	567.74	(318.99)
Tax Expenses	138.35	(82.53)	138.35	(82.53)
Profit/Loss after Tax (PAT)	425.08	(236.46)	429.39	(236.46)
Share in (loss)/profit of associates	-	-	-	(6.67)
Profit After Tax (Share in associates)	425.08	(236.46)	429.39	(243.13)
Operating PBT Ratio	28.95%	7.85%	29.07%	7.85%
PBT Ratio	16.05%	-12.97%	16.17%	-12.97%
PAT Ratio	12.11%	-9.62%	12.23%	-9.62%

Company PERFORMANCE:

The key highlights pertaining to the business of the Company for the financial year ended
March 31, 2025 have been given hereunder.

Standalone:

The standalone operating revenue, including other income of the Company for the year under
review, was Rs. 3,596.12 lakhs against Rs. 2,528.86 lakhs in the previous year which in the opinion
of the Directors is satisfactory. Standalone net profit after tax for the year under review stood at
Rs. 425.08 lakhs as against net loss after tax of Rs. 236.46 lakhs in the previous year. The
revenues have grown by 42.20% and the overall growth is of 282% compared to losses of
previous year to profit of current year.

Consolidated:

The consolidated operating revenue including other income of the Company for the year under
review was Rs. 3,600.54 lakhs as against Rs. 2,528.97 lakhs in the previous year which in the
opinion of the Directors is satisfactory. Consolidated net profit after tax for the year under
review stood at Rs. 429.39 lakhs as against net loss after tax of Rs. 236.46 lakhs in the previous
year. The revenues have grown by 42.37% and over all growth is of 282% compared to losses of
previous year to profit of current year. The financial performance is discussed in detail in the
Management Discussion and Analysis Report which is presented in a separate section forming
part of the Director''s Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company and the
Company continues to concentrate on its own business.

ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended from time to time, including any
statutory modifications/amendments thereto for the time being in force, the annual return of
Company for FY 2024-25 is available on its website www.secmark.in at weblink
https://www.secmark.in/annualreturn.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended March 31, 2025.
RESERVES:

The Company does not propose to transfer any amount to the reserves due to conserve
incurred in financial year ended March 31, 2025.

SHARE CAPITAL:

As at March 31, 2025, the issued, subscribed and paid-up equity share capital of the Company
stood at Rs. 10,41,06,250 (Rupees Ten crores forty one lakhs six thousands two hundred and fifty
only) divided into 1,04,10,625 (One crore four lakh ten thousand six hundred and twenty five
only) equity shares of Rs. 10/- (Rupees Ten only) each as compared to the issued, subscribed
and paid-up equity share capital of the Company stood at Rs. 10,38,21,250 (Rupees Ten crores
thirty- eight lakhs twenty one thousand and two hundred fifty only) divided into 1,03,82,125 (One
crore three lakh eighty two thousand and one hundred and twenty five only) equity shares of
Rs. 10/- (Rupees Ten only). Under SecMark Employee Stock Scheme 2019 which was approved
by shareholders of the Company has a total quantum of options pool of 12,50,000 Options.
28,500 Equity shares have been issued & allotted against the exercise of the vested options
during the current year.

LISTING OF SECURITIES AND ANNUAL LISTING FEES:

All the equity shares of the Company i.e., 1,04,10,625 equity shares are listed on both the
exchanges i.e BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The script
code of the Company at BSE is 543234 and NSE trading symbol SECMARK and ISIN of Company
is INE0BTM01013. The Company has paid the Annual Listing Fees for the year 2024-25 to BSE and
NSE, where the Company''s shares are listed.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors:

As of March 31, 2025, your Company had 6 (Six) Directors consisting of 2 (Two) Independent
Directors including one Woman Director, 3 (Three) Executive Director and 1 (One) Non-Executive
Directors as follows -:

Changes in the Board of Directors

During the year, Mr. Sagar Mansukhbhai Thanki was re-appointed as Executive Director of the
Company for the period from January 27, 2025 till August 31, 2027 by a resolution passed
through Postal Ballot and the e-Voting results of which were declared on April 23, 2025.

As on the date of Directors Report, there are no further changes in Board of Directors.

Key Managerial Personnel (KMP)

As on March 31, 2025, the following are the KMP''s as per the definition under Section 2(51) and
Section 203 of the Act:

1) Mr. Ravi Vijay Ramaiya (Managing Director and Chief Executive Officer)

2) Mr. Sagar Mansukhbhai Thanki (Executive Director and Chief Financial Officer) and

3) Mr. Sunil Kumar Bang (Company Secretary and Compliance Officer)

NUMBER OF BOARD MEETINGS HELD AND ATTENDANCE OF
DIRECTOR:

Board Meetings:

During the financial year 2024-25, 4 (Four) Board meetings were held on May 14, 2024, August
13, 2024, November 12, 2024 and February 14, 2025. The intervening gap between the meetings
was within the period prescribed under the Act and SEBI (LODR) Regulations, 2015.

Attendance of Directors at Board Meeting:

As of March 31, 2025, your Company had 6 (Six) Directors consisting of 2 (Two) Independent
Directors including one Woman Director, 3 (Three) Executive Directors and 1 (One) Non¬
Executive Director as follows-:

NAME OF THE DIRECTOR	NATURE OF DIRECTORSHIP	NUMBER OF MEETINGS ATTENDED
*Mr. Binod Chandra Maharana	Chairman and Independent Director	4/4
Mr. Ravi Vijay Ramaiya	Managing Director and Chief Executive Director	4/4
*Ms. Priti Nigam Gandhi	Independent Director	4/4
Mr. Michael Nanson D''souza	Executive Director	4/4
#Mr. Sagar Mansukhbhai	Executive Director and Chief	4/4
Thanki	Financial Officer
Mr. Shardul Jashwantlal Shah	Non- Executive Director	4/4

*Re-appointed as Independent Director with effect from September 27, 2024.

# Mr. Sagar Mansukhbhai Thanki was re-appointed as Executive Director of the Company by
special resolution through postal ballot dated April 23, 2025.

Audit Committee

In compliance with the requirements under Section 177(8) read with Section 134(3) of the Act
and the rules framed thereunder, the Board has constituted an Audit Committee, the
composition and terms of reference which are in alignment with the requirements of the Act
and the SEBI (LODR) Regulations, 2015. Further details on Audit Committee are given in Corporate
Governance Report forming part of this Report.

DIRECTOR RETIRED BY ROTATION:

In accordance with provisions of Section 152 of the Act and the Articles of Association of the
Company, Mr. Ravi Vijay Ramaiya (DIN: 03510258), Director of the Company retires by rotation
at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for
reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Director have given declarations to the effect that they meet the criteria of
independence as laid down under Section 149(6) of the Act read with Regulation 16 of SEBI
(LODR) Regulations, 2015. In the opinion of the Board, Independent Directors fulfill the conditions
specified in the Act, Rules made thereunder and SEBI (LODR) Regulations, 2015.

MEETING OF INDEPENDENT DIRECTORS:

As per Para VII(1) of Schedule IV of Section 149(8) of the Act, Independent Directors are required
to hold at least one meeting without the attendance of Non-Independent Directors and
members of management. Accordingly, such meeting of Independent Directors was held on
February 14, 2025.

Further, they have included their names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs in terms of section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014.

Independent Directors transacted the following businesses along with the few other important
strategic and policy-related matters:

1) Reviewed the performance of Non-Independent Directors.

2) Discussed the Business Continuity plan in the organisation.

3) Discussed the strategic matters of the Company and the current state of the global
Information Technology (IT) industry.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

The Company has a Familiarization Programme which provides orientation at the time of
the appointment of Independent Directors which covers their role and responsibilities,
overview of the industry, operations, and business model of the Company. They are
provided with copies of the Company''s latest Annual Reports, relevant provisions of the SEBI
(LODR) Regulations, 2015, the Act, Code of Conduct prescribed for the Board of Directors,
Prevention of Insider Trading regulations and other internal policies to help them get a
broad view of the Company''s procedures and practices. During the year, there were no
appointment of any new Independent Directors and hence, the above orientation
programme was not required to be held.

The detail of the familiarisation policy is available on the website of the Company at weblink
https:// www.secmark.in/code-and-policies.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES
AND INDIVIDUAL DIRECTORS:

The Act and the SEBI (LODR) Regulations, 2015 stipulate the evaluation of the performance of
the Board, its Committees and individual Directors.

During the year, the Board has carried out an annual evaluation of its own performance and
individual Directors pursuant to a guidance note dated January 05, 2017 released by
Securities and Exchange Board of India ("SEBI") on the evaluation of the Board

of Directors of a listed Company ("Guidance Note"). The performance of the Board and
individual Directors were evaluated by the Board after seeking inputs from all the Directors on
the basis of criteria such as the Board composition and structure, effectiveness of Board
processes, information and functioning, etc. In a separate meeting of Independent Directors
held on February 14, 2025, performance of Non-Independent Directors and the Board as a
whole was evaluated, taking into account the views of Executive Directors and Non- Executive
Directors.

DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR
PURCHASE OF ITS SHARES:

During the year under review, the Company has not provided any loan or financial assistance
to any person for purchase or subscription of shares in the Company as per the provisions of
Section 67 of the Act. Hence, no disclosure is required to be provided.

subsidiary/joint venture/associate:

The Company has Two (2) subsidiary companies, Markets on Cloud Private Limited and Sutra
Software Services Private Limited.

On 30th July, 2024 the Company has sold/ disposed entire stake i.e 2,500 Equity Shares held by
it in its associate Company Trakiot Solution Private Limited (TSPL) for total consideration of Rs.
25,10,000/- (Rupees Twenty Five Lakhs Ten Thousands only) accordingly, TSPL has ceased as an
Associate Company of the Company from the quarter ended September 2024. Statement
containing salient features of the financial statements of Subsidiary Companies in Form AOC-1
forms part of this Director''s Report as "Annexure - I".

The Company does not have any joint venture.

DISCLOSURE RELATED TO EMPLOYEE:

The information required under Section 197 of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure -
M".

EMPLOYE STOCK OPTION PLAN (ESOP):

Your Company has granted stock options to its employees under the existing scheme,
SecMark Employee Stock Option Scheme, 2019 (hereinafter referred as "Scheme 2019"). The
Scheme 2019 is in compliance with the Act and there have been no material changes to the
Scheme 2019, during the financial year 2024-25.

The summary information of Scheme 2019, of the Company is provided under Notes to
Accounts under Standalone Financial Statements of the Annual Report.

No employee was granted options/shares under Scheme 2019, during the year, equal to or
exceeding 1% of the issued capital.

Other details of Scheme 2019, for FY 2024-25 are available on its website www.secmark.in and
is available through the webpage https:// www.secmark.in/financials.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The Company is in the business of offering consulting, technology, outsourcing, auditing
services and as such, its operations do not account for substantial energy consumption.
However, the Company adopts all possible measures to conserve energy like using power
only to the extent necessary and switching off power when not needed. The particulars
relating to the Conservation of Energy, Technology Absorption as per Section 134(3)(m) of
the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below:

(a) Conservation of energy-

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the Company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipment: NIL

(b) Technology absorption-

i) Your Company is a technology Company and leverages technologies at its best. It
provides back-office software application to more than 400 financial market participants
including several market leaders in the institutional, retail, proprietary, algorithmic trading
Companies. Your Company is flagship back-office solution, i-Beats, has been migrated
from net 4.5 to net 4.8. Thus, enhancing its speed and capabilities to a great extent.

ii) Your Company has developed an Anti-Money Laundering software solution named AML
Sutra on the same technology as its i-Beats platform. Your Company is pleased to share
that few, very large clients have already been on boarded on this product.

iii) Your Company''s compliance solution, Compliance Sutra has been well received by the
market participants. It is a pleasure to share that many leading market participants have
gone ahead implementing this solution.

iv) Your Company''s E-KYC solution, smartkyc.in has also on boarded multiple clients in the
financial year.

v) There is a business growth in all products which has resulted in 42% growth in top line
compared to earlier financial year.

vi) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)-: Not applicable

vii) The expenditure incurred on Research and Development: Not applicable

COMMITTEES OF THE BOARD:

Your Company has required Committees (Audit Committee, Stakeholder Relationship
Committee and Nomination and Remuneration Committee) as required under the provisions of
the Act & rules framed there under and SEBI (LODR) Regulation, 2015.

SECRETARIAL STANDARD COMPLIANCES:

During the year 2024-25, the Company has complied with all applicable secretarial standards
issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Act, the Board of Directors hereby confirms
that:

a) In the preparation of the annual accounts for financial year ended March 31, 2025, the
applicable accounting standards had been followed along with the proper explanation
relating to material departures, if any;

b) The Directors had 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 at the end of the financial year ended March
31, 2025 and of the Profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

COST AUDIT:

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 are not applicable to the Company during the financial year.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. K.P.
Ghelani & Associates, Company Secretaries, to undertake Secretarial Audit of the Company for
the financial year ended March 31, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from
M/s. K.P. Ghelani & Associates, Company Secretaries, is attached as an "Annexure-III" to the
Directors'' Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY STATUTORY/SECRETARIAL AUDITORS:

There are no qualifications, reservations or adverse remarks made by statutory or secretarial
auditor in their report for the financial year ended March 31, 2025.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under review, which required the Statutory
Auditors to report to the Audit Committee and/or Board of Company under Section 143(12) of
the Act and Rules framed there under.

DISCLOSURE OF COMMISSION:

According to section 197(14) of the Act, no Director received a commission from the Company
and none of the Managing Director/Executive Director was disqualified from receipt of any
remuneration or commission from holding or subsidiary company.

DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified u/s 164(2) of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

In pursuance of Section 186 of the Act, the Company has not made any additional investment
in financial year ended 31^st March, 2025. However, during the year under review, Company has
not given any loans or guarantees under the aforementioned section. Attention to the
members is drawn to Note No. 5 to the Standalone Financial Statements which sets out detail
of investments.

ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations.
The Company''s policy requires conduct of operations in such a manner, so as to ensure safety
of all concerned, compliances environmental regulations and preservation of natural
resources. The Company is committed to continuously take further steps to provide a safe and
healthy environment.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188 (1) OF THE ACT:

The transactions entered into with related parties during the financial year were in the ordinary
course of business and on an arm''s length basis as defined under the Act and were in
compliance with the provisions of Section 188 of the Act. All the related party transactions
arising in the ordinary course of business were placed periodically before the Audit Committee.
For details of the related party transactions, refer Note 34 of Financial Statement thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the
Management Discussion and Analysis is set out in this Director''s Report. Management
Discussion and Analysis Report provides details of the overall industry structure, developments,
performance and state of affairs of the Company''s various business.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company for the financial year 2024-25 are
prepared in compliance with Section 129(3) of the Act read with the aforesaid Rules, SEBI
(LODR) Regulations, 2015, and in compliance with the applicable provisions of the Accounting
Standards. The said financial statements have been prepared on the basis of the audited
financial statements of the Company and subsidiary Companies as approved by their
respective Board of Directors.

A statement containing the salient features of the financial statements of Subsidiary
Companies in the prescribed format AOC-1 is annexed herewith as "Annexure-I" to the
Director''s Report.

DEPOSITS:

During the year under review, the Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits from public was outstanding
as on March 31, 2025, falling within the meaning of Section 73 of the Act and the Companies
(Acceptance or Deposits) Rules, 2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There have been no foreign exchange earnings during the year and previous year also.

RISK MANAGEMENT:

The Company has framed a risk management framework to identify, business risk and
challenges across the Company. The risk framework helps us meet the business objectives by
aligning operating controls with the mission and vision of the Company. After extensive
deliberation on the nature of risk and after adequate risk mitigations steps, the business
activities are being carried out under the direct supervision of the Board to ensure that no
foreseeable risk involved in such an activity which may threaten the existence of the Company.

The Risk Management Committee has been dissolved with effect from February 14, 2025 as it
was constituted voluntarily by the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with Section 135 of the Companies Act, 2013, CSR provisions are applicable to
the Company as its net profit for FY 2024-25 exceeded Rs. 5,00,00,000 (Rupees Five Crores).
However, since the average net profits of the preceding three financial years are not positive,
no amount is required to be spent towards CSR in FY 2025-26.

As the amount prescribed does not exceed Rs. 50,00,000 (Rupees Fifty Lakhs), the constitution
of a separate CSR Committee is not applicable and its functions shall be discharged by the
Board. The CSR Policy, outlining the activities and programmes, has been reviewed and
approved by the Board.

MATERNITY BENEFIT ACT, 1961 :

The Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE
END OF FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT:

As on the date of Directors Report, there are no material changes from the end of Financial
Year till the date of signing the report.

SIGNIFICANT AND MATERIAL CHANGES IN THE YEAR 2024-25:

The Company has sold /disposed entire stake of equity shares held by it in its associate
Company Trakiot Solutions Private Limited (TSPL) for a total consideration of Rs. 25,10,000/-
(Rupees Twenty Five Lakhs and Ten Thousand only), accordingly TSPL has ceased as an
associate Company of the Company.

REVISION OF FINANCIAL STATEMENT:

According to section 131(1) of the Act, Company has not revised the financial statement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY''S OPERATION:

The Company has not received any significant and material orders passed by Regulators,
Courts or Tribunals during the year, which may impact the going concern status of the
Company or will have any bearing on Company''s operations in future.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Act and the SEBI (LODR) Regulations, 2015, the Company
has a Board approved Nomination and Remuneration Charter and a Remuneration Policy.
Company''s policy on Remuneration is available on the website of the Company at weblink
https://www.secmark.in/code-and-policies.

WHISTLE BLOWER AND VIGIL MECHANISM:

In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015,
Company has established a vigil mechanism for the Directors and employees. The Whistle
Blower Policy is framed for carrying out investigation, to conduct the enquiry in fair and
unbiased manner, to ensure that complete fact-finding exercise has been undertaken and
provide a channel to the Directors and employees to report genuine concerns or suspected
fraud.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules made thereunder. As required under law, an Internal
Complaint Committee has been constituted for reporting and conducting inquiry into the
complaints made by the victim on the harassments at the work place. During the year under
review, there were no cases filed or reported pursuant to the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of SEBI (LODR), Regulations, 2015, disclosures regarding environment,
social, and governance thereof is not applicable to the Company.

CORPORATE GOVERNANCE:

Your Company is fully committed to follow good Corporate Governance practices and
maintain the highest business standards in conducting business and has complied with the
Corporate Governance requirements as per SEBI (LODR) Regulations. Your Company has
adopted high standards of Corporate Governance with very competent Board having diverse
experience. A separate section on Corporate Governance stipulated under Regulation 34 of
SEBI Listing Regulations forms part of this Annual Report. A Certificate from K.P.Ghelani &
Associates, Company Secretaries, Secretarial Auditors of the Company dated June 23, 2025
confirming compliance to the conditions of Corporate Governance as stipulated under SEBI
(LODR) Regulations, is appended as an "Annexure IV" to the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS:

In accordance with the provision of Section 134(5)(e) of the Act and as per the provisions of the
SEBI (LODR) Regulations, 2015, the Company has an Internal Financial Control System,
commensurate with the size, scale and complexity of its operations. Such internal financial
controls were found to be adequate for a Company of this size. The controls are largely
operating effectively since there has not been identification of any material weakness in the
Company. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and timely
preparations, reliable financial information. The Internal Auditors monitor and evaluate the
effectiveness and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company and its
subsidiaries. Based on the report of Internal Auditors, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.

CREDIT RATING

The Company has not obtained any credit rating during the year.

UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not paid any dividend since inception and accordingly the requirement of
transfer of unpaid dividend in accordance with Section 124(2) of the Act do not apply.

CAUTIONARY STATEMENT:

Statements in this Report, Management Discussion and Analysis, Corporate Governance,
Notice to the Shareholders or elsewhere in this Annual Report, describing the Company''s
objectives, projections, estimates and expectations may constitute ''forward looking statement''
within the meaning of applicable laws and regulations. Actual results might differ materially
from those either expressed or implied in the statement depending on the market conditions
and circumstances.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to thank Company''s customers, shareholders, suppliers,
bankers, business partners, associates, financial institutions and central and state
governments for their consistent support and encouragement to the Company. Your Directors
would like to convey sincere appreciation to all the employees of the Company for their hard
work, commitment and continued support during the year.

By order of the Board of Directors
SECMARK CONSULTANCY LIMITED

Ravi Vijay Ramaiya Sagar Mansukhbhai Thanki

Managing Director &CEO Executive Director &CFO
(DIN: 03510258) (DIN: 08281489)

Date: August 13, 2025
Place: Mumbai

---

Mar 31, 2024

The Directors are pleased to present the 13th Annual Report of SecMark Consultancy Limited (the ''Company'') along with the Audited Financial Statements for the financial year ended March 31, 2024. The Company along with its subsidiary Companies and Associate Companies wherever required is referred as ''we'', ''us'', ''our'', or ''SecMark''. The consolidated performance of the Company and its Subsidiary Companies & its Associate Company has been referred to wherever required.

financial performance of the company:

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:

Results of our operations and state of affairs:

(Amount in Rs. Lakhs)

Particulars	Standalone		Consolidated
	For the year ended 31st March		For the year ended 31st March
	2024	2023	2024	2023
Revenue from Operations	2459.17	1743.72	2459.17	1743.72
Other Income	69.69	83.23	69.80	83.36
Operating Profit Before Interest, Depreciation and Tax	(193.13)	(422.53)	(193.15)	(422.50)
Finance cost	103.96	37.27	103.98	37.28
Depreciation	408.16	239.63	408.16	239.63
Non-Operating Expenses
Other Exceptional items	-	-	-	-
Profit Before Tax (PBT)	(318.99)	(699.41)	(318.99)	(699.38)
Tax Expenses	(82.53)	(173.18)	(82.53)	(173.18)
Profit/Loss after Tax (PAT)	(236.46)	(526.23)	(236.46)	(526.21)
Share in (loss)/profit of associates	-	-	(6.67)	4.60
Profit After Tax (Share in associates)	(236.46)	(526.23)	(243.14)	(521.61)
Operating PBT Ratio	-7.85%	-24.23%	-7.85%	-24.23%
PBT Ratio	-12.97%	-40.11%	-12.97%	-40.10%
PAT Ratio	-9.62%	-30.17%	-9.62%	-29.91%

*Note :

1. The Company has migrated to the Main Board of NSE and BSE Limited w.e.f. October 16, 2023.

company performance:

The key highlights pertaining to the business of the Company for the financial the year ended March 31, 2024 have been given hereunder.

Standalone:

The standalone operating revenue including other income of the Company for the year under review was Rs. 2,528.86 lakhs against Rs. 1,826.95 lakhs in the previous year. Standalone net loss after tax for the year under review stood at Rs. 236.46 lakhs as against net loss after tax of Rs. 526.23 lakhs in the previous year. The revenues have grown by 38% and the losses have reduced by 55% as compared to the previous year.

Consolidated:

The consolidated operating revenue including other income of the Company for the year under review was Rs. 2528.97 lakhs as against Rs. 1,827.08 lakhs in the previous year which in the opinion of the Directors is satisfactory. Consolidated net loss after tax for the year under review stood at Rs. 236.46 lakhs as against net loss after tax of Rs. 526.21 lakhs in the previous year. The revenues have grown by 38% and the losses have reduced by 55% as compared to the previous year.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which is presented in a separate section forming part of the Director''s Report.

change in the nature of business, if any:

During the year under review, there is no change in nature of business of the Company and the Company continues to concentrate on its own business.

annual return:

As per the requirements of Section 92(3) of the Companies Act, 2013 (hereinafter referred as "the Act") read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, including any statutory modifications/amendments thereto for the time being in force, the annual return of Company for FY 2023-24 is available on its website www.secmark.in at weblink https:/www.secmark.in/financials.

DIVIDEND:

With a view to conserve reserves, your Directors do not recommend any dividend for the financial year ended March 31, 2024.

RESERVES:

The Company does not propose to transfer any amount to the reserves due to loss incurred in financial year ended March 31, 2024.

share capital:

As at March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 10,38,21,250 (Rupees Ten crores Thirty-Eight lakhs Twenty One Thousand Two Hundred and Fifty only) divided into 1,03,82,125 (One crore Three lakh Eight Two Thousand One Hundred and Twenty Five only) equity shares of Rs. 10/- (Rupees Ten only) each as compared to the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 10,37,05,000 Rupees Ten crores Thirty-Seven lakhs Five thousand only) divided into 1,03,70,500 (One crore Three lakh Seventy Thousand and Five Hundred only) equity shares of Rs. 10/- (Rupees Ten only).

The Company has a SecMark Employee Stock Scheme 2019 under which the total quantum of options pool of 12,50,000 shares. 11,625 shares have been issued against the exercise of the vested options during the current year.

noting of listing of the company on main board of bse limited and national stock exchange of india limited

The Company has been migrated from SME Exchange of BSE Limited to Main Board of BSE Limited and National Stock Exchange of India Limited ("NSE") with effect from October 16, 2023.

listing of securities and annual listing fees:

All the equity shares of the Company i.e., 1,03,82,125 equity shares are listed on both the platforms i.e BSE and NSE. The script code of the Company at BSE is 543234 and NSE Trading Symbol SECMARK and ISIN of Company is INE0BTM01013. The Company has paid the Annual Listing Fees for the year 2023-24 to BSE and NSE, where the Company''s shares are listed.

board of directors and key managerial personnel:

Composition oF Board oF Directors:

As of March 31, 2024, your Company had 6 (Six) Directors consisting of 2 (Two) Independent Directors including one Woman Director, 3 (Three) Executive Director and 1 (One) Non-Executive Directors as follows-:

1) Mr. Binod Chandra Maharana (DIN: 07095774): Chairman and Independent Director

2) Mr. Ravi Vijay Ramaiya (DIN: 03510258): Managing Director and Chief Executive Officer

3) Ms. Priti Nigam Gandhi (DIN: 08059325): Non-Executive Independent Director

4) Mr. Michael Nanson D''souza (DIN: 01690296): Executive Director

5) Mr. Sagar Mansukhbhai Thanki (DIN:08281489) : Executive Director and Chief Financial Officer

6) Mr. Shardul Jashwantlal Shah (DIN:03510251) : Non-Executive Non-Independent Director

Changes in THe Board oF Directors

During the year, Mr. Michael Nanson D''souza (DIN: 01690296) was appointed on the post of Executive Director of the Company with effect from August 19, 2023.

As on the date of Directors Report, there is no furtherchanges in Board of Directors.

Key Managerial Personnel

As on March 31, 2024, the following personnel are the updated list of KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1) Mr. Ravi Vijay Ramaiya (Managing Director and Chief Executive Officer)

2) Mr. Sagar Mansukhbhai Thanki (Executive Director and Chief Financial Officer) and

3) Mr. Sunil Kumar Bang (Company Secretary and Compliance Officer)

4) Mr. Michael Nanson D''souza (Executive Director)

number of board meetings held and attendance of director:

Board Meetings:

During the financial year 2023-24, 5 (Five) Board meetings were held on May 30, 2023, June 15, 2023, August 19, 2023, November 08, 2023 and February 08, 2024. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015 (hereinafter referred to as the SEBI (LODR), Regulations, 2015).

name of the director	nature of directorship	number of meetings attended
Mr. Binod Chandra Maharana	Chairman and Independent Director	5/5
Mr. Ravi Vijay Ramaiya	Non- Executive Director	5/5
Ms. Priti Nigam Gandhi	Independent Director	5/5
*Mr. Michael Nanson D''souza	Executive Director	2/5
Mr. Sagar Mansukhbhai Thanki	Executive Director and Chief Financial Officer	5/5
Mr. Shardul Jashwantlal Shah	Non- Executive Director	5/5

*Appointed during the year and attended all meetings thereafter.

audit committee

In compliance with the requirements under Section 177(8) read with Section 134(3) of the Act and the rules framed thereunder, the Board of Directors of the Company has constituted an Audit Committee, the composition and terms of reference which are in alignment with the requirements of the Act and the SEBI Listing Regulations. Further details on Audit Committee are given in Corporate Governance Report forming part of this Report.

director retired by rotation:

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Shardul Jashwantlal Shah (DIN: 03510251), Non-Executive Non-Independent Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for reappointment.

declaration by independent directors:

All Independent Director have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Regulation 16 of SEBI (LODR), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and SEBI (LODR), Regulations 2015.

meeting of independent directors:

As per Para VII (1) of Schedule IV of Section 149 (8) of the Companies Act, 2013, Independent Directors are required to hold at least one meeting without the attendance of Non-Independent Directors and members of management. Accordingly, such meeting of Independent Directors was held on February 08, 2024. Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole based on certain parameters set by Independent Directors.

familiarization programme for the independent directors:

The Company has a Familiarization Programme which provides Orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview of the industry, operations, and business model of the Company. They are provided with copies of the Company''s latest Annual Reports, relevant provisions of the SEBI (LODR), Regulations, 2015, the Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider

Trading regulations and other internal policies to help them get a broad view of the Company''s procedures and practices. During the year, there was no appointment of any new Independent Directors and hence the above orientation programme was not relevant.

The detail of the familiarisation policy is available on the website of the Company at weblink https:/ www.secmark.in/code-and-policies

formal annual evaluation of the performance of the board, committees and individual directors:

The Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson.

During the year, the Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board of India ("SEBI") on the evaluation of the board of directors of a listed company ("Guidance Note"). The performance of the Board and individual directors was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. In a separate meeting of Independent Directors held on February 08, 2024, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and NonExecutive directors.

disclosure related restriction on purchase by company by or giving of loans for purchase of its shares:

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company as per the provisions of Section 67 of the Act. Hence, no disclosure required to be provided.

subsidiary/joint venture/associate:

The Company has Two (2) subsidiary companies, Markets On Clouds Private Limited and Sutra Software Services Private Limited and One (1) Associate Company, Trakiot Solutions Private Limited. Statement containing salient features of the financial statements of this Subsidiary Company and Associate Company in Form AOC-1 forms part of this Director''s Report as "Annexure - I"

The Company does not have any joint venture.

disclosure related to employee:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure - II"

employe stock option plan (esop):

Your Company has granted stock options to its employees under the existing scheme, SecMark Employee Stock Scheme 2019 (hereinafter referred as "Scheme 2019"). The Scheme 2019 is in compliance with the Act and there has been no material changes to Scheme 2019 during the financial year 2023-24.

The summary information of Scheme 2019 of the Company is provided under Notes to Accounts under Standalone Financial Statements of the Annual Report.

No employee was granted options/ shares under ESOP Scheme 2019, during the year, equal to or exceeding 1% of the issued capital.

Other details of ESOP Scheme 2019 for FY 2023-24 are available on its website www.secmark.in and is available through the webpage https:/www.secmark.in/financials

conservation of energy and technology absorption, research and development:

The Company is in the business of offering consulting, technology and outsourcing services and, as such, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy like using power only to the extent necessary and switching off power when not needed. The particulars relating to the Conservation of Energy, Technology Absorption as per Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below:

(a) Conservation oF energy-

i) the steps taken or impact on conservation of energy: NIL

ii) the steps taken by the company for utilizing alternate sources of energy: NIL

iii) the capital investment on energy conservation equipment: NIL

(B) Technology aBsorpTion-

i) the efforts made towards technology absorption: The Company has developed a cloud based application that enables people to work from home and the same is being used extensively. "Compliance Sutra" regtech solution which was under development has been successfully launched and many leading clients have been on boarded. This solution is developed using latest technologies and cloud solutions.

ii) The Company has also successfully launched smartkyc.in a platform that enables online Client Registration and is being used by multiple clients.

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-: Not applicable

iv) the expenditure incurred on Research and Development: Not applicable

committees of the board:

Your Company has required Committees (Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee) as required under the provisions of the Act & rules framed there under and SEBI (LODR), Regulation 2015.

However, on June 15, 2023 following changes in constitution of Nomination and Remuneration Committee took place:

Due to the change in designation of Mr. Ravi Vijay Ramaiya from Non-Executive Director to Managing Director of the Company, there was a change in composition of Nomination and Remuneration Committee where Mr. Shardul Jashwantlal Shah was appointed as a member of Nomination and Remuneration Committee in place of Mr. Ravi Vijay Ramaiya.

secretarial standard compliances:

During the year 2023-24, the Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

directors'' responsibility statement:

Pursuant to the requirement under section 134(5) of the Act, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts for financial year ended March 31, 2024, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

b) The Directors had 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 at the end of the financial year ended March 31, 2024 and of the loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

auditors and auditors report:

D Kothary and Co, Chartered Accountants (FRN No: 105335W) were appointed as Auditors of the Company by the Members at the Annual General Meeting (AGM) held on September 30, 2019 to hold office for a period of five years till the conclusion of the Annual General Meeting in 2024. In terms of Section 139 of the Act, as amended by the Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not be ratified at every Annual General Meeting.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditor''s Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

cost audit:

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

secretarial audit:

Pursuant to Section 204 of the Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed VRG & Associates, Company Secretary to undertake Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from VRG & Associates, Practicing Company Secretary is attached as an "Annexure-IN" to the Directors Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.

explanations or comments on qualifications, reservations or adverse remarks or disclaimers made by statutory/secretarial auditors:

There are no qualifications, reservations or adverse remarks made by statutory or secretarial auditor in their report for the financial year ended March 31, 2024.

details in respect of frauds reported by auditors under sub-section (12) of section 143 of the act other than those which are reportable to the central government:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board of Company under Section 143(12) of the Act and Rules framed there under.

disclosure of commission;

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from holding or subsidiary Company.

disclosure about disqualification:

None of the Directors of the Company are disqualified u/s 164(2) of the Act.

particulars of loans, guarantees or investments:

In pursuance of Section 186 of the Act, the Company has made investment of Rs. 1 lakh in a wholly owned subsidiary, Sutra Software Services Pvt. Ltd. during the financial year ended March 31, 2024. However, during the year under review, Company has not given any loans or guarantees under the aforementioned section. Attention to the members is drawn to Note No. 5 to the Standalone Financial Statements which sets out detail of investments.

environment and safety:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.

contract or arrangement with related parties U/s 188 (i) of the act:

The transactions entered into with related parties during the financial year were in the ordinary course of business and on an arm''s length basis as defined under the Act and were in compliance with the provisions of Section 188 of the Act.All the related party transactions arising in the ordinary course of business are placed periodically before the Audit Committee. For details of the related party transactions, refer Note 25 of Financial Statement thereto.

management discussion and analysis report:

In terms of the provisions of Regulation 34 of the SEBI (LODR), Regulations, 2015), the Management''s Discussion and Analysis is set out in this Director''s Report. Management''s Discussion and Analysis Report provides details of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses.

consolidated financial statements:

The Consolidated Financial Statements of the Company for the Financial Year 2023-24 are prepared in compliance with Section 129(3) of the Act read with the aforesaid Rules, SEBI (LODR), Regulations, 2015 and in compliance with the applicable provisions of the Accounting Standards. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, subsidiary and associate Companies as approved by their respective Board of Directors.

A statement containing the salient features of the Financial Statements of Subsidiary Company and Associate Company in the prescribed format AOC-1 is annexed herewith as "Annexure-I" to the Director''s Report.

DEPOSITS:

During the year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024 falling within the meaning of Section 73 of the Act and the Companies (Acceptance or Deposits) Rules, 2014.

foreign exchange earnings and outgo:

There have been no foreign exchange earnings during the year and previous year also, there has been no foreign exchange outgo during the year and previous year.

risk management:

The Company has framed a risk management framework to identify, business risk and challenges across the Company. The risk framework helps us meet the business objectives by aligning operating controls with the mission and vision of the Company. After extensive deliberation on the nature of risk and after adequate risk mitigations steps, the business activities are being carried out under the direct supervision of the Board of Directors of the Company to ensure that no foreseeable risk involved in such an activity which may threaten the existence of the Company.

corporate social responsibility:

The provisions of Section 135 of the Act for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the Company.

material changes affecting the financial position of the company from the end of financial year and till the date of signing of report:

As on the date of Directors Report, the Company has sold /disposed entire stake of equity shares held by it in its Associate Company Trakiot Solutions Private Limited (TSPL) for a total consideration of Rs. 25,10,000/- (Twenty Five Lakhs and Ten Thousand Only), accordingly TSPL has ceased as an Associate Company of the Company.

significant and material changes in the year 2023-24:

AcQuisiTioN of SofTware applicaTioN

Comtek Software Systems LLP ("Busywin") is a reputed brands in the Indian stock market back office solution space and has various software applications.

Your Company has entered into two agreements with Busywin as stated below:

As per this agreement, your Company has purchased following software applications and others along with all right, title and interest therein:

1) BusyWin Backoffice Share Accounting Software;

2) BusyCDSL - CDSL DP Backoffice Software;

3) BusyPFA - Personal Financial Accounting Software;

4) BusySign - Digital Signature Software;

5) BusySMS - Sending SMS using API;

6) Arbitrage Backoffice Software;

7) Sub Brocker''s Backoffice Software;

8) Document Management Software;

9) Domain name ''comtek.in''; and

The consideration for purchase of software application including intellectual property rights along with all right, title and interest therein is INR 50,00,000 (Rupees Fifty Lakhs only).

CoNsulTaNcy AgreemeNT:

The Company has further entered into Consultancy Agreement for services with respect to further developing, maintaining and enhancing the software applications purchased from Comtek, similar

services for applications of SecMark, developing migration software, maintaining client relationship and related services through agreement dated March 26, 2024.

Company will pay the Consultants, fixed remuneration of INR 5,00,00,000 (Indian Rupees Five Crore only) to the core management team and will pay the Consultants a fixed remuneration of INR 2,00,00,000 (Indian Rupees Two Crore only) for completing the software development for automating migration process.

revision of financial statement:

According to section 131 (1) of the Act, Company is not required to revise the financial statement.

significant and material orders passed by regulators, courts or tribunals impacting going concern and company''s operation:

The Company has not received any significant and material orders passed by Regulators, Courts or Tribunals during the year, which may impact the going concern status of the Company or will have any bearing on Company''s operations in future.

nomination and remuneration policy

In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations the Company has a Board approved Nomination and Remuneration Charter and a Remuneration Policy. Company''s policy on Remuneration is available on the website of the Company at weblink https:/ www.secmark.in/code-and-policies

whistle blower and vigil mechanism:

In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, Company have established a vigil mechanism for the Directors and employees. The Whistle Blower Policy is framed for carrying out investigation, to conduct the enquiry in fair and unbiased manner, to ensure that complete fact-finding exercise has been undertaken and provide a channel to the Directors and employees to report genuine concerns or suspected fraud.

disclosure under the sexual harrassment of women at workplace (prevention, prohibition and REDRESSAL) act, 2013:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed or reported pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

business responsibility and sustainability report:

Pursuant to Regulation 34 of SEBI (LODR), Regulations, 2015, disclosures regarding environment, social and governance thereof is not applicable to the Company.

corporate governance:

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business and has complied with the Corporate Governance requirements as per SEBI Listing Regulations. Your Company has adopted high standards of Corporate Governance with very competent Board having diverse experience. A separate section on Corporate

Governance stipulated under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report. A Certificate from M/s. VRG & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company dated August 13, 2024 confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulations, is appended as an "Annexure IV" to the Corporate Governance Report.

internal financial controls:

In accordance with the provision of Section 134(5)(e) of the Act and as per the provisions of the SEBI (LODR), Regulations, 2015, the Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Such Internal Financial Controls were found to be adequate for a Company of this size. The controls are largely operating effectively since there has not been identification of any material weakness in the Company. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparations, reliable financial information. The Internal Auditors monitor and evaluate the effectiveness and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

credit rating

The Company has not obtained any credit rating during the year.

unpaid dividend and investor education and protection fund (iepf)

The Company has not paid any dividend since inception and accordingly the requirement of transfer of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013 do not apply.

cautionary statement:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statement'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

acknowledgement and appreciation

Your Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers, business partners, associates, financial institutions and central and state governments for their consistent support and encouragement to the Company. Finally, your Directors would like to convey sincere appreciation to all the employees of the Company for their hard work, commitment and continued support during the year.

For and on behalf of the Board SECMARK CONSULTANCY LIMITED

Ravi Vijay Ramaiya Sagar Mansukhbhai Thanki

Date: August 13, 2024 Managing Director & CEO Executive Director & CFO

Place: Mumbai (DIN:03510258) (DIN: 08281489)