To,
The Shareholders,
Your directors have pleasure in presenting the 23rd Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS:
The following is the highlight of the standalone financial performance of the Company during the year under review:
(Rs. in Lakhs)
Particulars |
Year ended 31st March, 2026 | Year ended 31st March, 2025 |
| Revenue from Operations | 6,601.13 | 4,342.99 |
| Other Income | 92.55 | 96.06 |
Total Income |
6,693.68 | 4,439.05 |
| Finance Cost | 18.79 | 34.23 |
| Depreciation | 151.26 | 213.01 |
| Other Operating Expenses | 6061.09 | 3,964.8 |
Total Expenses |
6,231.14 | 4,212.04 |
Profit Before Tax |
462.54 | 227.01 |
| Current Tax | 118.56 | 69.87 |
| MAT Credit (Entitlement/utilized) | - | - |
| Deferred Tax | 8.57 | (12.25) |
Profit/(Loss) after Tax |
338.71 | 170.05 |
Earnings per Share |
4.93 | 2.48 |
Diluted earnings per share |
4.93 | 2.48 |
2. STATE OF COMPANYS AFFAIRS:
During the period under review, Company has achieved a total income of Rs. 6,693.68 Lakhs as against Rs. Rs. 4,439.05 Lakhs in the previous year. The Company has earned a Profit after tax for financial year 2025-2026 is Rs. 338.71 Lakhs as compared to Rs. 170.05 Lakhs in the financial year 2024-2025.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
The Company has not transferred any amount to General Reserve during the financial year.
4. DIVIDEND:
With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare any dividend for the current financial year.
5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 20252026:
• The Board of Directors of the Company has approved the shifting of the Registered Office of the Company within the city of Mumbai. The Registered office shifted from Unit No 2, 2nd Flr, Jyoti Wire House, Plot No. 23A Shah Indl. Estate, Veera Desai Road, Andheri (W), Mumbai, Maharashtra - 400053 to Office No. 501, 5th Floor, Kushwah Chambers Opp. Apurva Industrial Estate, Marol Makhawana Road, Marol Naka, Andheri (East), Mumbai 400059.
• The company has re-appointed M/s Valawat & Associates, Chartered Accountant as Statutory Auditor of the company for Five consecutive financial years commenced from 2025-2026 till 2029-30 in 22nd AGM of the company held on 29th September, 2025.
• The Company has appointed M.K. Saraswat & Associates LLP, Company Secretaries as Secretarial Auditor of the company for five consecutive financial years commenced from 2025-2026 till 2029-30, in 22nd AGM of the company held on 29th September, 2025.
6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2025-26 TILL THE ISSUANCE OF ANNUAL REPORT:
• The Company approved the financial statements and auditors report for the Financial Year 2025-2026 at the Board meeting held on 26th May, 2026.
• The Company has re-appointed Leela fintech, as Internal Auditor of the company for the Financial Year 2026-2027 at the board meeting held on 26th August, 2026.
7. SHARE CAPITAL:
> AUTHORISED SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2026 was Rs. 7,50,00,000 /- (Rupees Seven Crore Fifty lakh only) divided into 75,00,000 (Seventy- Five Lakh) Equity Shares of Rs. 10/- each.
> PAID UP SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2026 was Rs. 6,86,40,000/- (Rupees Six Crore Eighty-Six Lakhs Forty Thousand Only) divided into 68,64,000/- (Sixty-Eight Lakhs Sixty-Four Thousand) Equity Shares of Rs. 10/- each.
8. TRANSFER OF SHARES:
No share transfers held during the period starting from 1st April, 2025 to 31st March, 2026.
9. TRANSMISSION OF SHARES:
There was no transmission of shares during the period starting from 1st April, 2025 to 31st March, 2026.
10. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
The Company does not have any subsidiary/joint venture/associate companies.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As on March 31, 2026, the Board of Directors and KMP of the Company comprises of 5 (Five) Directors, of which 2 (Two) are Non-Executive Independent Directors & 3 (Three) are Executive Directors and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:
Sr. No. Name of Directors |
Designation |
| 1. Mr. Hemant Muddanna Sanil | Managing Director and Chairman |
| 2. Ms. Sangeeta Dhananjay Wakode | Whole Time Director |
| 3. Ms. Savita Hemant Sanil | Executive Director |
| 4. Ms. Mona Mukund Bhide | Non-Executive and Independent Director |
| 5. Mr. Girish Kumar Joshi | Non-Executive and Independent Director |
| 6. Ms. Rasika Ramchandra Katkar | Chief Financial Officer |
| 7. Ms. Ritika Deepak Paneri | Company Secretary and Compliance Officer |
Changes in Directors:
There was no change in the composition of the Board of Directors of the Company during the financial year 2025-26.
Changes in KMP:
During the period under review there was no changes in the and Key Managerial Personnel (KMPs).
12. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of the company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.
14. COMPOSITION OF BOARD COMMITTEES:
The Board of Directors of the Company has constituted the following three Committees, namely, the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committees were constituted by the Board at its meeting held on 17th July, 2023 and were subsequently reconstituted on 08th February, 2024 and 03rd September, 2024.
The composition of the various Committees is in compliance with the applicable statutory and regulatory requirements.
A. AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises three members, including two Non-Executive Independent Directors and one Executive Director. All the members of the Committee possess the requisite financial and accounting knowledge.
The Audit Committee functions in accordance with its terms of reference as specified by the Board of Directors from time to time.
During the financial year 2025-26, the Audit Committee met four (4) times, on 23rd May, 2025, 18th August, 2025, 13th November, 2025 and 20th January, 2026. The gap
between two consecutive meetings did not exceed one hundred and twenty days, and the requisite quorum was present at all the meetings.
The composition of the Audit Committee and the details of meetings attended by its members during the financial year 2025-26 are given below:
Name of the Members |
Category | Audit Committee Meetings Dates (2025-2026) | No. Meetin gs Entitle d to Attend |
No. of Meeti ngs Atten ded |
|||
| 23rd May, 2025 |
18th August, 2025 |
13th November, 2025 |
20th January, 2026 |
||||
| Ms. Mona Mukund Bhide |
Chairperson of the Committee (Independent Director NonExecutive Director) |
Yes | Yes | Yes | Yes | 4 | 4 |
| Mr. Girish Kumar Joshi |
Member of the Committee (Independent Director- NonExecutive Director) |
Yes | Yes | Yes | Yes | 4 | 4 |
| Mr. Hemant Muddanna Sanil |
Member of the Committee (Chairman and Managing Director - Executive Director) |
Yes | Yes | Yes | Yes | 4 | 4 |
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises three (3) qualified members, including two (2) Non-Executive Independent Directors and one (1) Executive Director.
The role and responsibilities of the Committee have been defined in accordance with Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee functions in accordance with its terms of reference as specified by the Board of Directors from time to time.
During the financial year 2025-26, the Nomination and Remuneration Committee met Two (2) time on 18th August, 2025 and 20th January, 2026. The requisite quorum was present at the meeting.
The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members during the financial year 2025-26 are given below:
Name of the Members |
Category | NRC Meetings Date (2025-2026) | No. of Meetings Entitled |
No. of Meetings Attended |
|
| 18th August, 2025 | 20th January, 2026 | to Attend | |||
| Ms. Mona Mukund Bhide |
Chairperson of the Committee (Independent Director NonExecutive Director) |
Yes | Yes | 1 | 1 |
| Mr. Girish Kumar Joshi |
Member of the Committee (Independent Director- NonExecutive Director) |
Yes | Yes | 1 | 1 |
| Mr. Hemant Muddanna Sanil |
Member of the Committee (Chairman and Managing Director -Executive Director) |
Yes | Yes | 1 | 1 |
Nomination and Remuneration Policy is hosted on the website of the Company i.e. https://benchmarksolution.com/inv pdf/Nomination%20&%20Remuneration%20Policy%2 0-%201.pdf
C. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The role and functions of the Stakeholders Relationship Committee include the effective redressal of grievances of shareholders, debenture holders and other security holders,
including complaints relating to transfer/transmission of shares, non-receipt of annual reports, non-receipt of declared dividends and other investor-related matters. The Committee also oversees the measures undertaken by the Company for enhancing the quality of services provided to investors.
The Company has designated the e-mail ID: accounts@benchmarksolution.com info@benchmarksolution.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. https://benchmarksolution.com/.
The Stakeholders Relationship Committee functions in accordance with its terms of reference as specified by the Board of Directors from time to time.
The following table shows the nature of complaints received from the shareholders during the years 2025-2026.
S. No. Nature of Complaints |
Received | Pending | Disposed |
1. Non receipt of Annual Report |
|||
2. Non-Receipt of Share Certificates after transfer |
|||
3. Non-Receipt of Demat Rejected S/Cs |
|||
4. Others |
- | - | - |
Total |
- | - | - |
There were no complaints pending as on 31st March, 2026.
The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met Once (1) during the year on 20th March, 2026. The necessary quorum was present at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below
Name of the Members |
Category | Stakeholder Relationship Committee Meetings Dates (2025-2026) 20th March, 2026 |
No. of Meetings entitled to Attend | No. of Meetings Attended |
| Mr. Girish Kumar Joshi | Chairperson of the Committee (Independent Director - NonExecutive Director) |
Yes | 1 | 1 |
| Ms. Mona Mukund Bhide |
Member of the Committee (Independent Director- NonExecutive Director) |
Yes | 1 | 1 |
| Mr. Hemant Muddanna Sanil |
Member of the Committee (Chairman and Managing Director- Executive Director) |
Yes | 1 | 1 |
D. INDEPENDENT DIRECTORS MEETING:
In accordance with the provisions of Schedule IV to the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company are required to hold at least one meeting in every financial year, without the presence of Non-Independent Directors and members of the management.
During such meeting, the Independent Directors review, inter alia, the performance of the Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of the flow of information between the management and the Board, and evaluate the performance of the Chairperson of the Company.
All the Independent Directors shall endeavour to attend such meeting.
The independent Directors in their meeting shall, inter alia-
(a) review the performance of non-independent Directors and the board of Directors as a whole;
(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;
(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.
Independent Directors met once during the year on 20th March, 2026 and was attended by all Independent Directors.
None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.
15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated to impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence.
The declarations received from the Independent Directors are duly maintained in the records of the Company.
16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:
The following Meetings of the Board of Directors were held during the financial year 20252026:
Sr. No. Date of Meeting |
Board Strength | No. of Directors Present |
| 1. 23/05/2025 | 5 | 5 |
| 2. 18/08/2025 | 5 | 5 |
| 3. 13/11/2025 | 5 | 5 |
| 4. 20/01/2026 | 5 | 5 |
The following Meetings of the Shareholders were held during the financial year 2025-2026:
Sr. No. Particulars |
Mode of Meeting | Date of Meeting | No. of Members Present |
| 1. Annual General Meeting | Video Conferencing |
29/09/2025 | 7 |
17. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the financial year ended 31st March, 2026 shall be made available on the website of the Company at https://benchmarksolution.com/ after filing of the same with the Registrar of Companies.
18. STATUTORY AUDITORS:
M/s. Valawat & Associates, Chartered Accountants (FRN: 003623C), was appointed as Statutory Auditors by the shareholders at the Annual General Meeting held on 29th September, 2025 for a period of 5 years from the financial year 2025-2026 to financial year 2029-30.
There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors - M/s. Valawat & Associates, Chartered Accountants (FRN: 003623C), in their Report on the financial statements of the Company for the financial year under review.
19. SECRETARIAL AUDITOR:
M. K. Saraswat & Associates LLP was appointed as Secretarial Auditors by shareholders at the Annual General Meeting held on 29th September, 2025 for period of 5 years from financial year 2025-2026 to financial year 2029-2030.
The Secretarial Audit Report issued by M K Saraswat & Associates LLP for the financial year 2025- 2026 does not contains any qualifications or adverse remarks. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as ‘Annexure - B.
20. INTERNAL AUDITOR:
The Company has re-appointed M/s. LEELA FINTECH SERVICES LLP, as Internal Auditor at the Board Meeting held on 18th August, 2025, for the financial year 2025-2026.
The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, for the financial year 2025-2026 does not contain any qualifications or adverse remarks.
21. BOARDS COMMENT ON THE AUDITORS REPORT:
a) Statutory Auditor:
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.
b) Internal Auditor:
The management has replied on the observations made by the internal auditor. The changes suggested by the internal auditor in the accounting system will be taken care from the current financial year.
c) Secretarial Auditor:
There are no observations from secretarial auditors in their report, the report is selfexplanatory and does not call for any further comment by the Board of Directors.
22. PUBLIC DEPOSITS:
The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
23. MAINTENANCE OF COST RECORDS:
The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.
24. CORPORATE GOVERNANCE REPORT:
The Company is listed on SME platform of Bombay Stock Exchange; provisions related to corporate governance are not applicable to the company.
25. ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company is listed on SME platform of Bombay Stock Exchange does not require to submit the secretarial compliance report for the financial year 2025-2026 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism, known as the “Whistle Blower Policy”, to provide a mechanism for Directors and employees of the Company to raise concerns regarding any violation of legal or regulatory requirements, unethical conduct, or any incorrect or misrepresentation of financial statements and reports, etc. The Policy provides adequate safeguards against victimization of Directors and employees and provides direct access to the Chairman of the Audit Committee in exceptional cases.
During the year under review, no Director or employee was denied access to the Chairman of the Audit Committee, and no complaints were received under the Vigil Mechanism.
The details of the Whistle Blower Policy are available on the Companys website at https://benchmarksolution.com/inv pdf/Vigil Mechanism Whistle Blower Policy.pdf
27. INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.
The details of the Code of Conduct have been posted on the Companys website https://benchmarksolution.com/inv pdf/Code%20of%20Conduct.pdf
28. MANAGERIAL REMUNERATION:
During the period under review, the Company has complied with the provisions of Section 197 of the Companies Act, 2013 read with the applicable rules made thereunder.
The disclosures required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in “Annexure - C” forming part of this Report.
29. CFO CERTIFICATION:
CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure -D.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), forms an integral part of this Annual Report.
The Management Discussion and Analysis Report contain certain statements that may be regarded as forward-looking statements. Actual results may differ materially from those expressed or implied in such statements due to various factors, including economic conditions, changes in the business environment and other risks and uncertainties.
The Management Discussion and Analysis Report is provided in “Annexure - E” forming part of the Directors Report.
31. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of familiarization programme for Independent Directors are given in ‘Annexure -F”.
The details of the familiarization programme for independent directors have been posted on the
Companyswebsitehttps://benchmarksolution.com/inv pdf/Familiarization%20of%20IDs %20Policy.pdf
32. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
The certificate of non-disqualification of directors for the financial year 31st March, 2026, is annexed as ‘Annexure - G.
33. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year ended March 31, 2026, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note 33 to the Balance Sheet as on March 31, 2026.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.
The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:
(Amount in USD)
Particulars |
Year ended March 31, 2026 | Year ended March 31, 2025 |
| Foreign Exchange Earnings | 6,76,840.00 | 3,66,700.00 |
| Foreign Exchange Outgo | 6,630.40 | - |
35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company recognizes that its employees are an integral part of its growth and success and takes pride in the commitment, competence and dedication demonstrated by its employees across all areas of business.
During the year under review, the Company continued to undertake various initiatives aimed at enhancing organizational efficiency, supporting process improvements and strengthening employee engagement, which contributed to improved productivity levels. The Company also focused on developing leadership capabilities and enhancing technical and functional competencies to meet its present and future talent requirements.
36. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 relating to the constitution of the Corporate Social Responsibility (“CSR”) Committee, formulation and adoption of a CSR Policy, and undertaking and spending on CSR activities are not applicable to the Company, as the Company does not meet the thresholds prescribed under the Act and the rules made thereunder.
37. INTERNAL CONTROLS:
The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:
• providing assurance regarding the effectiveness and efficiency of operations;
• efficient use and safeguarding of resources;
• compliance with policies, procedures and applicable laws and regulations; and
• transactions being accurately recorded and promptly reported.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
38. INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business
process. The Company has in place adequate internal financial controls with reference to Financial Statement.
Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.
39. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 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 this 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
40. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.
The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
Your directors further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. MATERNITY BENEFIT:
As part of our ongoing commitment to employee welfare, diversity, and inclusion, we continue to support our staff through a comprehensive maternity policy. This policy reflects our dedication to creating a family-friendly workplace and ensuring that all employees feel supported during key life events.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
43. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
45. INFORMATION TO SHAREHOLDERS:
• Annual General Meeting - Date, Time, Venue
| Annual General Meeting | 23rd Annual General Meeting |
| Day & Date | Tuesday, 29th September, 2026 |
| Time | 03:00 PM. |
| Venue | Through Video conferencing |
For details, please refer to the Notice of this AGM.
As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM, the brief details are mentioned to the Notice of this AGM.
• Listed on Stock Exchange:
The Company is listed on SME Platform of BSE Limited.
• Re - Appointed of Director
The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the ‘ Annexure- A to the Notice of this AGM.
• Stock Code:
BSE Scrip Name: 544052
Depository Connectivity: NSDL & CDSL
ISIN Number for equity shares of the Company: INE0Q2Z01013
• Market price data:
High & Low during the financial year 2025-2026 on BSE:
Month |
High | Low | Closing |
| June 2025 | 26.11 | 26.11 | 26.11 |
| September, 2025 |
35.65 | 26.11 | 29.00 |
| December, 2025 |
36.58 | 27.35 | 28.00 |
| March, 2026 | 32.00 | 18.00 | 20.00 |
The Company got listed on BSE on 21st December, 2023:
• Distribution of Shareholding as on 31st March, 2026:
S. no |
Category (Shares) | No. of Holders | % To Holders | No. of Shares | % To Equity |
| 2 | 501 - 1000 | 2 | 0.48 | 1002 | 0.01 |
| 3 | 1001 - 2000 | 314 | 74.58 | 627050 | 9.14 |
| 5 | 3001 - 4000 | 53 | 12.59 | 212000 | 3.09 |
| 7 | 5001 - 10000 | 25 | 5.94 | 186000 | 2.71 |
| 8 | 10001 - 20000 | 13 | 3.09 | 200000 | 2.91 |
| 9 | 20001 - 9999999999 | 14 | 3.33 | 5637948 | 82.14 |
• Shareholding Pattern as on 31st March, 2026:
Sr. No. Category of Shares |
No. of Shares | % of total shares |
| (A) Promoter & Promoter Group: | ||
| (a) Individuals/Hindu Undivided Family | 49,59,900 | 72.26 |
| Sub Total: | 49,59,900 | 72.26 |
(B) Public Shareholding: |
||
| 1. Institutions | ||
| (a) Financial Institutions/Banks/Any Others | 0 | 0.00 |
| (b) Foreign Institutional Investors | 0 | 0.00 |
| 2. Non-Institutions | ||
| (a) Directors and their relatives (excluding Independent Directors and Nominee Directors) | 0 | 0 |
| (b) Individuals | 1320100 | 19.23 |
| (c) Trust | 0 | 0 |
| (d) Hindu Undivided Family | 74000 | 1.08 |
| (e) Non-Resident Indians (NRI) | 40000 | 0.58 |
| (f) Bodies Corporate | 470000 | 6.85 |
| Sub Total: | 1904100 | 27.74 |
GRAND TOTAL |
6864000 | 100.00 |
46. ACKNOWLEDGEMENT:
The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.
The Directors appreciate & value the contribution made by every member of the company.
For and on Behalf of the Board of Directors BENCHMARK COMPUTER SOLUTIONS LIMITED
Hemant Muddanna Sanil |
Sangeeta Dhananjay Wakode |
Chairman & Managing Director |
Whole Time Director |
DIN:01245532 |
DIN:10460812 |
Date: 26.08.2026 |
|
Place: Mumbai |
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