The Board of Directors of SecMark Consultancy Limited at its meeting held today i.e. August 12, 2026, has approved the Scheme of Amalgamation of Codifi Finserv Private Limited and SecMark ....

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: August 12, 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 Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Approval of Scheme of Amalgamation Dear Sir/ Madam, Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, and with reference to the SEBI Master Circular for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, we wish to inform you that the Board of Directors (“Board”) of SecMark Consultancy Limited (“Company” ) at its meeting held today i.e. August 12, 2026, has, after considering the recommendations of the Audit Committee and after due deliberations, inter alia, considered and approved the following: 1. The Scheme of Amalgamation amongst Codifi Finserv Private Limited (“Transferor Company 1”), SecMark Holdings Private Limited (“Transferor Company 2”) and SecMark Consultancy Limited (“Transferee Company”) and their respective shareholders and creditors (“Scheme”), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, subject to receipt of requisite approvals, sanctions, consents and permissions of the statutory, regulatory and other authorities and stakeholders, as may be applicable. The details as required under Regulation 30 read with Schedule III of the SEBI Listing Regulations and the SEBI Master Circular for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith and marked as “Annexure I”. Kindly take the above information on your records. Thanking you Yours faithfully, For SecMark Consultancy Limited Sunil Kumar Bang Company Secretary & Compliance Officer Enclosure: a/a Annexure I Disclosures relating to the Amalgamation of SecMark Holdings Private Limited and Codifi Finserv Private Limited with and into SecMark Consultancy Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Master Circular for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Sr. Particulars Details 1) Name of the entity(ies)  Codifi Finserv Private Limited (“Transferor Company forming part of the 1”) (CIN: U66190MH2024PTC472396) is a private amalgamation/merger, company, limited by shares, incorporated on 5th August, details in brief such as, 2024 under the Companies Act, 2013. The registered size, turnover etc. office of the Transferor Company at – 6th Floor, Part A, Corporate Center, Andheri Kurla Road, Andheri East, Marol Naka, Mumbai, Maharashtra, India, 400059.  SecMark Holdings Private Limited (“Transferor Company 2”): (CIN: U67190MH2011PTC219498) is a private company, limited by shares, incorporated on 6th July, 2011 under the Companies Act, 1956. The registered office at Plot No. 36/227, RDP-10, CTS- 1C/1/640, Sector-6, Charkop, Near Ambamata Mandir, Kandivali (West), Mumbai - 400067.  SecMark Consultancy Limited (“Transferee Company”): (CIN: L67190MH2011PLC220404) is a listed public company, limited by shares, incorporated on 3rd August, 2011 under the Companies Act, 1956. The registered office at Plot No 36/227, RDP-10, CTS- 1C/1/640, Sector-6, Charkop, Near Ambamata Mandir, Kandivali-West, Mumbai- 400067. The Transferee Company’s equity shares are listed on BSE Limited and National Stock Exchange of India Limited. As on March 31, 2026, net worth and revenue from operations of the Transferor Companies and net worth and revenue from operations of Transferee Company is as hereunder: Sr. Particulars Details Sr. Particulars Net Worth Revenue No. (in INR from lakhs) Operations (standalone) (in INR lakhs) (standalone) 1 Transferor 649.46 1,531.77 Company 1 2 Transferor 24.74 0.13 Company 2 3 Transferee 2,340.92 3,753.72 Company 2) Whether the transaction  The Transferor Company 1 is a private limited company would fall within and does not fall within the ambit of related party related party requirements as per Section 188 of Companies Act, 2013 transactions? If yes, and under SEBI (Listing Obligations & Disclosure whether the same is Requirements) Regulations, 2015. d one at “arms length”  The Transferor Company 2 is a private limited company and holding company of the Transferee Company. The said transaction shall fall within the ambit of related party requirements as per Section 188 of Companies Act, 2013 and under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.  The consideration under the Scheme is finalized based on Valuation Report of Registered valuer under Section 247 of Companies Act, 2013 and also the applicable pricing guidelines as laid down by the SEBI. Accordingly, the same is on arm’s length basis. 3) Area of business of the  The Transferor Company 1 is engaged in the business of entity(ies) information technology services which inter alia includes development and licensing of client portal and partner portal, Snap Alpha option trading platform, e-KYC solutions and allied products for financial market participants.  The Transferor Company 2 acts as a holding company and has business objects of offering consulting services, technology and outsourcing services to financial market participants in the areas of compliance, operation, software development, risk management and other similar services.  The Transferee Company is engaged in the business of offering technology, consulting, outsourcing and auditing services to financial market participants in the areas of Sr. Particulars Details compliance, operation, software development, risk management, IT infrastructure and other similar services. 4) Rational for Transferor Company 1 is engaged in the similar line of amalgamation/ merger business activities of Transferee Company and accordingly, it is intended that Transferor Company 1 be amalgamated with Transferee Company so as to enhance the offerings, achieve greater operational efficiency, business synergies and long-term value creation for all stakeholders. Transferor Company 2 and Transferee Company also have similar line of business objectives, and accordingly, it is intended that Transferor Company 2 also be amalgamated with Transferee Company so as to consolidate the businesses of both the companies and to effectively manage them within the group as a single entity, which will provide several benefits. Therefore, the management of the Transferor Companies and the Transferee Company believe that this Scheme shall benefit the respective companies and other stakeholders of respective companies, inter-alia, on account of the following reasons: a) The proposed amalgamation of the Transferor Companies into the Transferee Company intends and seeks to achieve flexibility and integration of size, scale and financial strength to offer an integrated suite of consulting, technology, software development, outsourcing and platform-based solutions to financial market participants. b) The amalgamatio [Showing first 8,000 characters — download PDF for full document]