secmark consultancy ltd share price Directors report

Dear Members,

The Directors are pleased to present the 12^th Annual Report of SecMark Consultancy Limited (the ‘Company) along with the audited financial statements for the financial year ended March 31, 2023. 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:

(Amt in Rs.)

	Standalone		Consolidated
Particulars	For the Year ended 31st March		For the Year ended 31st March
	2023	2022	2023	2022
Revenue from Operations	1743.72	1454.17	1743.72	1454.17
Other Income	83.23	62.91	83.36	62.97
Operating Profit / (Loss) Before
	(422.53)	472.01	(422.50)	472.02
Interest, Depreciation and Tax
Finance cost	37.25	3.96	37.25	3.96
Depreciation	239.63	112.64	239.63	112.64
Non-Operating Expenses
Other Exceptional items	-	-	-	-
Profit / (Loss) Before Tax (PBT)	(699.41)	355.41	(699.38)	355.42
Tax Expenses	(173.18)	89.48	(173.18)	89.48
Profit / (Loss) after Tax (PAT)	(526.23)*	265.93	(526.21)*	265.94
Share in Profit / (Loss) of
	-	-	4.60	(2.23)
associates
Profit / (Loss) After Tax (Share in
	(526.23)	265.93	(521.61)	263.71
associates)
Operating PBT Ratio	-24.23%	32.46%	-24.23%	32.46%
PBT Ratio	-40.11%	24.44%	-40.10%	24.44%
PAT Ratio	-30.17%	18.29%	-29.91%	18.13%

*Note –

1. The Company had purchased back office and anti money laundering software applications in FY 2021-22. During the year depreciation includes an amount of Rs. 194.98 Lakhs (P.Y. Rs. 108.23 Lakhs) towards these software application.

2. During the year other expenses include a payment of Rs. 812.00 Lakhs (P.Y. Nil) towards consultancy charges in relation to the software applications. Further, Rs. 536.00 Lakhs will be incurred in FY 2023-24 towards the consultancy charges.

COMPANY PERFORMANCE:

The key highlights pertaining to the business of the Company for the financial the year ended March 31, 2023 have been given hereunder.

Standalone:

The standalone revenue including other income of the Company for the year under review was Rs. 1,826.95 lakhs against Rs. 1,517.08 lakhs in the previous year. Standalone net loss after tax for the year under review stood at Rs. 526.23 lakhs as against net profit after tax of Rs.265.93 lakhs in the previous year.

Consolidated:

The consolidated operating revenue including other income of the Company for the year under review was Rs. 1,827.08 lakhs as against Rs. 1,517.14 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. 526.21 lakhs as against net profit after tax of Rs. 263.71 lakhs in the previous year.

The financial performance is discussed in detail in the Management Discussion and Analysis which is presented in a separate section forming part of the Directors 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 2022-23 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, 2023.

RESERVES:

The Company does not propose to transfer any amount to the reserves due to loss incurred in financial year ended March 31, 2023.

SHARE CAPITAL:

The Company has increase the Authorized Share Capital from Rs.5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs.10/- (Rupees Ten Only) each to Rs.15,00,00,000/-(Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores and Fifty Lakh) Equity shares of Rs.10/- (Rupees Ten Only) during the year.

As at March 31, 2023, 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 Seven lakh Thirty Thousand Five Hundred 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. 4,14,82,000 (Rupees Four crores Fourteen Lakhs Eighty Two Thousand only) divided into 41,48,200 (Forty-One Lakh Forty-EightThousand Two Hundred only) equity shares of Rs. 10/- (Rupees Ten only) The enhancement in the issued, subscribed and paid-up share capital is due to issue of bonus shares during the financial year ended March 31, 2023 in the ratio of 3:2 (i.e., 3 bonus equity shares for every 2 fully paid-up equity shares).

The Company has a SecMark Employee Stock Scheme 2019 under which the total quantum of options approved as per the scheme is 12,50,000 after considering bonus effect during the year. Out of the same 60,500 shares have been issued against the exercise of the vested options.

ISSUE OF BONUS SHARES:

During the year 22-23, the Company has issued bonus shares to the holders of Equity Shares of the Company in the ratio of 3:2 (i.e., 3 bonus equity shares of Rs.10/- for every 2 fully paid-up equity share of Rs.10/- each held) by capitalising a sum of Rs. 622.23 lakhs(Rupees Six Hundred Twenty Two Lakh Twenty Three Thousand only) from Securities Premium Account.

LISTING OF SECURITIES AND ANNUAL LISTING FEES:

All the equity shares of the Company i.e., 1,03,70,500 equity shares are listed on SME platform of BSE Ltd. (BSE). The script code of the Company at BSE is 543234 and ISIN of Company is INE0BTM01013. The Company has paid the Annual Listing Fees for the year 2022-23 to BSE, where the Companys shares are listed.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Composition of Board of Directors:

As of March 31, 2023, your Company had 5 (Five) Directors consisting of 2 (Two) Independent Directors including one Woman Director, 1 (One) Executive Director and 2 (Two) Non-Executive Directors as follows :

1. Mr. Binod Maharana	(DIN:07095774)	: Chairman and Independent Director
2. Ms. Priti Gandhi	(DIN:08059325)	: Independent Director
3. Mr. Sagar Mansukhbhai Thanki	(DIN:08281489)	: Executive Director and Chief Financial Officer
4. Mr. Shardul Shah	(DIN:03510251)	: Non-Executive Director
5. Mr. Ravi Vijay Ramaiya	(DIN:03510258)	: Non-Executive Director

Changes in the Board of Directors

During the year, Mr. Jignesh Mehta (DIN:07929488) has resigned from the post of Managing Director and Chief Executive Officer of the Company with effect from December 17, 2022. There are no other material reasons for his resignation other than better prospects.

As on the date of Director Report following change has happened to the Board of Directors:

1. There was a change in designation of Mr. Ravi Vijay Ramaiya from Non-Executive Director to Managing Director of the Company for a period of 5 years with effect from June 15, 2023 to June 14, 2028.

Key Managerial Personnel

During the year, Mr. Jignesh Mehta has resigned from the post of Managing Director and Chief Executive Officer of the Company with effect from December 17, 2022.

As on March 31, 2023, 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. Sagar Mansukhbhai Thanki (Executive Director and Chief Financial Officer) and

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

However as on the date of Director Report following changes in the Key Managerial Personnel took place:

1. Mr. Ravi Vijay Ramaiya was appointed as a Chief Executive Officer of the Company with effect from June 15, 2023.

NUMBER OF BOARD MEETINGS HELD AND ATTENDANCE OF DIRECTOR: Board Meetings:

During the financial year 2022-23, 5 (Five) Board meetings were held on May 25, 2022, August 23, 2022, November 11, 2022, March 6, 2023 and March 30, 2023. 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).

Attendance of Directors at Board Meeting:

NAME OF THE DIRECTOR	NATURE OF DIRECTORSHIP	NUMBER OF MEETINGS ATTENDED
Mr. Binod Maharana	Chairman and Independent Director	5
Mr. Jignesh Mehta	Managing Director and Chief Executive Officer	3*
Mr. Sagar Mansukhbhai Thanki	Executive Director and Chief Financial Officer	5
Ms. Priti Gandhi	Independent Director	5
Mr. Shardul Shah	Non- Executive Director	5
Mr. Ravi Vijay Ramaiya	Non- Executive Director	5

Company with effect from December 17, 2022

DIRECTOR RETIRED BY ROTATION:

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Shardul Shah, Non-Executive Non-Independent Director of the Company (DIN:03510251), 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

36 : SECMARK CONSULTANCY LIMITED members of management. Accordingly, such meeting of Independent Directors was held on March 6, 2023.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 Companys 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 Companys 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 familiarization 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, COMMITTEESAND 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 March 6, 2023, 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 required to be provided.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE:

During the year, a wholly owned subsidiary of the Company has been incorporated in the name of Sutra Software Services Private Limited on October 7, 2022 under the Corporate Identification Number (‘CIN) U72900MH2022PTC391704.

As on date of Directors report, 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 Directors Report as "Annexure – I" Your 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 2022-23 except on account of issue of bonus share in the ratio of 3 equity share for existing two equity shares by Company due to which the pool of stock option and option granted increase proportionately.

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 2022-23are 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. It is also in the process of revamping its compliance solution under a new brand name "Compliance Sutra" using latest technologies and cloud solutions. Other technology development and implementation projects are also in progress.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: As aforesaid, the cloud based application enabling work from home has ensured that the Company was able to execute its tasks safely and securely in spite of lockdowns and has been able to continue to grow and also allowed people to remain employed during lockdowns.

(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. The details about the Committees are incorporated in "Annexure III" forming part of this Directors Report.

However as on the date of Director Report 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 Shah was appointed as a member of Nomination and Remuneration Committee in place of Mr. Ravi Vijay Ramaiya.

SECRETARIAL STANDARD COMPLIANCES:

During the year 2022-23, 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, 2023, 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, 2023 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 fora 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. Accordingly, the notice convening the ensuing Annual General Meeting will not carry any resolution for ratification of appointment of Statutory Auditors. 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 Auditors Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

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 K.P. Ghelani & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year ended March 31, 2023. to continue and would not carrying out the audit of the Company and has tendered his resignation and issued no objection certificate. The Board thereby appointed VRG & Associates, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the financial year ended March 31, 2023. 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-IV" 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 DISCLAIMAIRS 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, 2023.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (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, 2023. 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. 12 to the Standalone Financial Statements which sets out detail of investments.

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 arms 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. Also, Form AOC-2is annexed as "Annexure-V".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company for the Financial Year 2022-23 are prepared in compliance with Section 129(3) of the Act read with the aforesaid Rules, SEBI (LODR), Regulations, 2015and 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 Directors 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, 2023 falling within the meaning of Section 73 of the Act and the Companies (Acceptance or Deposits) Rules, 2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there have been NIL foreign exchange earnings as compared to earnings of US Dollars 5500 in previous year in the Company. 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:

There have been no material changes and commitments which affect the financial position between end of the financial year and the date of this Directors report.

SIGNIFICANT AND MATERIAL CHANGES DURING THE YEAR:

Comtek Bizsoft Private Limited ("Comtek")is a one of the oldest and reputed brands in the Indian stock market back office solution space and has various software applications.

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

1. Software Purchase Agreement:

As per this agreement, your Company has purchased following software applications and others along with all right, title and interest therein: i. iBeats BO: Broking back-office for Institution & Retail business ii. iBeats–dTrac: Arbitrage back-office iii. iBeats-CM: Professional Clearing Member (PCM) back-office iv. iBeats-iDac: DP back-office (CDSL & NSDL) v. Bizmail: Digitally signed documents Mailing solution vi. iBeatsKYC: KYC for Broking & DP vii. iBeats-Armor: Mid-office post-trade RMS

The consideration for purchase of software is Rs. 6,21,00,000 plus GST totalling to Rs. 7,31,60,000.

2. Consultancy Agreement:

As per this agreement, Comtek and its directors, Nilesh Sanghani and Bharat Sanghani will provide consultancy services with respect to further developing, maintaining, enhancing and selling the said software applications against payment of consultancy fee and marketing commission pursuant to revenue earned by Company due to new sales or customisation of the software by the clients. The term of agreement is for three years ("Term").

The total fees to be paid by Company under agreement is: i. Rs. 5,00,00,000 (Rupees Five Crore only) for availing services from consultant for further developing, maintaining and enhancing the software applications purchased from Comtek and related services payable during the Term; and ii. Marketing commission equivalent to 50% (fifty percent) of the revenue earned by Company due to new sales or customisation of the said software by clients. The marketing commission for the Term shall not be less than Rs. 10,00,00,000 (Rupees Ten Crore only) and more than Rs.15,00,00,000 (Rupees Fifteen Crore only). iii. Non-compete and non-solicitation for five years after the Term of the agreement for software related services.

REVISION OF FINANCIAL STATEMENT:

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

SIGNIFICANTANDMATERIALORDERSPASSEDBYREGULATORS,COURTSORTRIBUNALSIMPACTING GOING CONCERN AND COMPANYS 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 Companys 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. Companys 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 factfinding 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 committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers, and other stakeholders. Pursuant to Regulation 27 of SEBI (LODR) Regulations, 2015 disclosures regarding corporate governance is not applicable to the Company.

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.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank Companys 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, commitmentand continued support during the year.

For and on behalf of the Board

SECMARK CONSULTANCY LIMITED

	Ravi Vijay Ramaiya	Sagar Thanki
Date: August 19, 2023	Managing Director & CEO	Executive Director & CFO
Place: Mumbai	(DIN:03510258)	(DIN: 08281489)