Shareholders meeting

Plot No. 36/227, Sector VI, Charkop, Kandivali (West), Mumbai – 400 067 +91 81081 11531 / 32 | info@secmark.in | www.secmark.in CIN: L67190MH2011PLC220404 Date: September 08, 2026 To, To, BSE Limited, National Stock Exchange of India Limited, The General Manager, The Manager, Listing Department Department of Listing Operations, Exchange Plaza, C-1, Block-G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (East), Dalal Street, Mumbai – 400 001 Mumbai – 400 051 Scrip code: 543234 Trading Symbol: SECMARK Dear Sir/Madam, Subject: Notice of 15th Annual General Meeting along with Annual Report of the Company for the Financial Year 2025-26 With reference to above captioned and pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, we hereby enclose the Annual Report of the Company, SecMark Consultancy Limited for the Financial year 2025-2026 along with Notice of the 15th Annual General Meeting (AGM) of the members of the Company to be held on Wednesday, September 30, 2026 at 2:30 PM (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”). The Annual Report is also uploaded on the website of the Company at www.secmark.in Kindly take the above on record and oblige. Thanking You, For SecMark Consultancy Limited Sunil Kumar Bang Company Secretary and Compliance Officer Enclosure: Annual Report 2025-26 15th ANNUAL REPORT 2025-2026 15th Annual Report 2025-2026 1 2 SECMARK CONSULTANCY LIMITED 15th ANNUAL REPORT 2025-2026 SECMARK CONSULTANCY LIMITED Registered Office : 36/227, RDP 10, Sector 6, Kandivali (West), Mumbai – 400067 CIN: L67190MH2011PLC220404 www.secmark.in 15th Annual Report 2025-2026 3 4 SECMARK CONSULTANCY LIMITED ABOUT SECMARK CONSULTANCY LIMITED SecMark Consultancy Limited offers Technology, Consulting, Outsourcing and Auditing services in the areas of compliance, operations, risk management, software development etc. to more than 400 financial market participants and others. The clients include stock exchanges, stock and commodity brokers, depository participants, wealth managers, alternative investment funds, research analysts, insurance companies, insurance brokers, corporate agents, portfolio managers, investment advisors, NBFCs, Listed Companies etc. SERVICES • Setting up financial services business in India • Software Development • Outsourcing • System Audit and Cyber Security • Forensic Audit • Compliance Assistance PRODUCTS RANGE • Back office solution for stock and commodity brokers. • PMLA (client screening and transaction monitoring) solutions. • E-KYC Solution • Compliance Sutra (A cloud based compliance solution) • Trading Middleware’ Software And Software Application INDUSTRIES • Capital Markets • Financial Market • Insurance Sector • RERA Compliance 15th Annual Report 2025-2026 5 6 SECMARK CONSULTANCY LIMITED CONTENT 1. Notice of Annual General Meeting 9 2. Corporate Information 25 3. Director’s Report 27 4. Management Discussion & Analysis 39 5. Corporate Governance Report 45 6. Standalone Independent Auditor’s Report 77 7. Standalone Financial Statements 90 8. Consolidated Independent Auditor’s Report 135 9. Consolidated Financial Statements 146 15th Annual Report 2025-2026 7 8 SECMARK CONSULTANCY LIMITED NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE FIFTEENTH ANNUAL GENERAL MEETING (AGM) OF SECMARK CONSULTANCY LIMITED ("THE COMPANY") WILL BE HELD ON WEDNESDAY, SEPTEMBER 30, 2026 AT 2.30 P.M. (IST), THROUGH VIDEO CONFERENCING (VC) / OTHER AUDIO-VISUAL MEANS (OAVM) TO TRANSACT THE FOLLOWING BUSINESSES: ORDINARY BUSINESS: 1) ADOPTION OF STANDALONE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS a) To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 together with the reports of the Board of Directors and Auditors thereon. b) To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 together with the reports of the Board of Directors and Auditors thereon. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon, be and are hereby received, considered, and adopted. RESOLVED FURTHER THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Auditors thereon, be and are hereby received, considered, and adopted. 2) RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION To appoint a Director in place of, Mr. Sagar Mansukhbhai Thanki (DIN: 08281489), who retires by rotation, in terms of Section 152(6) of the Companies Act, 2013 (herein after called as the Act), and being eligible offers himself for re-appointment as a Director of the Company To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any of the Companies Act, 2013, Mr. Sagar Mansukhbhai Thanki (DIN: 08281489), Director of the Company, whose office is liable to retire by rotation at the ensuing 15th Annual General Meeting and being eligible for re-appointment be and is hereby re-appointed as the Director of the Company. 15th Annual Report 2025-2026 9 RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company (hereinafter referred to as the Board, which term shall be deemed to include any Committee constituted by the Board or any person(s) authorized by the Board in this regard) be and are hereby authorized to do all acts and deeds, things and execute all such documents and take all such steps as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto. SPECIAL BUSINESS ITEM NO. 03 TO CONSIDER AND APPROVE REMUNERATION OF RAVI VIJAY RAMAIYA, MANAGING DIRECTOR OF THE COMPANY FOR THE PERIOD FROM JUNE 15, 2026 TO JUNE 14, 2028 To consider and, if thought fit, to pass the following Resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, consent of the members of the Company be and is hereby accorded for payment of managerial remuneration up to Rs. 60,00,000/- (Rupees Sixty Lakhs only) per annum payable monthly by the Company including basic salary, perquisites, allowances but excluding bonus for a period June 15, 2026 to June 14, 2028, to Ravi Vijay Ramaiya, Managing Director of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company (hereinafter referred to as the Board, which term shall be deemed to include any Committee constituted by the Board or any person(s) authorized by the Board in this regard) be and are hereby authorized to do all acts and deeds, things and execute all such documents and take all such steps as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto. ITEM NO. 04 TO CONSIDER AND APPROVE REMUNERATION OF MR MICHAEL NANSON D’SOUZA EXECUTIVE DIRECTOR OF THE COMPANY FOR THE PERIOD FROM AUGUST 19, 2026 TO AUGUST 18, 2028. To consider and, if thought fit, to pass the following Resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 197 a [Showing first 8,000 characters — download PDF for full document]