Your directors have pleasure in presenting the 22nd Annual Report, together with the AuditedFinancial Statements of the Company for the financial year ended March 31, 2025.
The following is the highlight of the standalone financial performance of the Company during theyear under review:
Particulars
Year ended
31st March, 2025
31st March, 2024
Revenue from Operations
4,342.99
3,461.68
Other Income
96.06
62.27
Total Income
4,439.05
3,523.95
Finance Cost
34.23
54.26
Depreciation
213.01
111.77
Other Operating Expenses
3,964.8
3,056.22
Total Expenses
4,212.04
3,222.25
Profit Before Tax
227.01
301.70
Current Tax
69.87
68.74
MAT Credit (Entitlement/utilized)
-
Deferred Tax
(12.25)
8.66
Profit/(Loss) after Tax
170.05
221.24
Earnings per Share
2.48
5.73
Diluted earnings per share
During the period under review, Company has achieved a total income of Rs 4,439.05 Lakhs asagainst Rs. 3,523.95 Lakhs in the previous year. The Company has earned a Profit after tax forfinancial year 2024-2025 is Rs. 170.05 Lakhs as compared to Rs. 221.24 Lakhs in the financial year
2023-2024.
The Company has not transferred any amount to General Reserve during the financial year.
With a view to conserve reserves for expansion of business activities, the Board of Directors hasdecided not to declare any dividend for the current financial year.
The Company at the Board Meeting and Annual General Meeting has appointed and regularizedthe Directors and KMP and noted the resignation of director as under:
Sr.
No
Name ofDirectorsand KMP
Appointment/Resignation/Regularization/ Change inDesignation
Designation
Type of Meetingin whichAppointment/Resignation/Regularization/Change inDesignation wasdone
Date of
Appointment/
Resignation/
Regularization/
Change in
was done
1.
Mr. SatishInani
Resignation
Non-Executive
Independent
Director
Board Meeting
04/09/2024
2.
Ms. MonaMukundBhide
Appointment
Additional
(Independent
Director)
03/09/2024
3.
Change inDesignation
Non¬
Executive
Annual GeneralMeeting
30/09/2024
The Board of Directors at their meeting held on 03rd September, 2024, and Annual GeneralMeeting held on 30th September, 2024 has obtained approval for increasing borrowing powersand inter -corporate loans & investments up to Rs. 200 Crore under Section 186, Section180(1)(a) and 180(1)(c) of the Companies Act, 2013 and the rules made thereunder.
The Board of Directors at their meeting held on 03rd September, 2024, and Annual GeneralMeeting held on 30th September, 2024, has obtained approval for providing loans andguarantees up to Rs. 200 Crore under Section 185 of the Companies Act, 2013 and the rulesmade thereunder.
a. The Company approved the financial statements and auditors report for the Financial Year
2024-2025 at the Board meeting held on 22nd May, 2025.
b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for theFinancial Year 2025-2026 at the board meeting held on 18th August, 2025.
c. The company has re-appointed M/s Valawat & Associates, Chartered Accountant asStatutory Auditor of the company in board meeting held on 18th August, 2025 for Fiveconsecutive financial years commencing from 2025-2026 till 2029-30, subject to approval ofshareholder in ensuing annual general meeting.
d. The Company has appointed M.K. Saraswat & Associates, Company Secretaries asSecretarial Auditor of the company for five consecutive financial years commencing from
2025-2026 till 2029-30, subject to approval of members in ensuing annual general meeting.
7. SHARE CAPITAL:
• AUTHORISED SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2025 was Rs. 7,50,00,000 /-(Rupees Seven Crore Fifty lakh only) divided into 75,00,000 (Seventy-Five Lakh) EquityShares of Rs. 10/- each.
• PAID UP SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2025 was Rs.6,86,40,000/- (Rupees Six Crore Eighty-Six Lakhs Forty Thousand Only) divided into68,64,000/- (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, 2024 to 31st March, 2025.
9. TRANSMISSION OF SHARES:
There was no transmission of shares during the period starting from 1st April, 2024 to 31st March,2025.
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, 2025, 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 ExecutiveDirectors and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitutionof the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The details are as follows:
Sr. No.
Name of Directors
Mr. Hemant Muddanna Sanil
Managing Director andChairman
Ms. Sangeeta Dhananjay Wakode
Whole Time Director
Ms. Savita Hemant Sanil
Executive Director
4.
Ms. Mona Mukund Bhide
Non-Executive andIndependent Director
5.
Mr. Girish Kumar Joshi
6.
Mrs. Rasika Katkar
Chief Financial Officer
7.
Ms. Ritika Paneri
Company Secretary andCompliance Officer
a. Mr. Satish Inani was resigned as Non-Executive Independent Director of the Company w.e.f.04th September, 2024
b. Ms. Mona Mukund Bhide was appointed as Additional Director (in the category of IndependentDirector) of the Company w.e.f. 03rd September, 2024 and was regularized as a director (in thecategory of Independent Director) for the consecutive term of five years, i.e., from 03rdSeptember, 2024 to 02nd September, 2029 (both days inclusive) in the Annual General Meetingheld on 30th September, 2024.
During the period under review there was no changes in the KMPs.
During the year under review, there was no change in the nature of the business of the company.
The details of loans, advances and/or guarantee provided by the Company and investments as persection 186 of the Companies Act, 2013, which are required to be disclosed in the annual accountsof the Company are provided in Notes to the financial statements.
The Board of Directors at the meeting held on 17th July, 2023 has constituted 3 (Three) Committees:namely Audit Committee, Nomination and Remuneration Committee, Stakeholders RelationshipCommittee and re-constituted on 08th February, 2024 and on 3rd September, 2024. The Compositionof various committees is in accordance with applicable provisions of the Companies Act, 2013 andthe Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015.
The Audit Committee of the Company is constituted in accordance with the section 177 of theCompanies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 and comprises of three qualified members (i.e. 2 Non-Executive IndependentDirectors and 1 Executive Director).
All the members have financial and accounting knowledge.
The Audit Committee acts in accordance with the terms of reference specified from time to time bythe Board.
The Committee met 4 (Four) time during the financial year on 28th May, 2024, 03rd September, 2024,14th November, 2024 and 11th March, 2025 and the gap between two meetings did not exceed onehundred twenty days. The necessary quorum was present for all the meetings.
The Committee has been re-constituted in the Board Meeting held on 3rd September, 2024 where inMs. Mona Mukund Bhide has appointed as chairman of the committee due to resignation of Mr.Satish Inani (Chairman of audit committee), independent director of the company with effect from04th September, 2024.
The composition of the new audit Committee and the details of meetings attended by its membersare given below:
Name ofthe
Members
Category
Audit Committee Meetings Dates(2024-2025)
No.
MeetingsEntitled toAttend
No. of
Meeti
ngs
Atten
ded
28th
May,
2024
03rd
September,
14th
November,
11th
March,
2025
Chairperson
(Till 03rd
2024)
Yes
NA
2
Ms. Mona
Mukund
Bhide
(w.e.f 03rdSeptember,2024)
3
Mr. Girish
Kumar
Joshi
Member
Director-
4
Mr.
Hemant
Muddanna
Sanil
(Chairman
and
ManagingDirector -ExecutiveDirector)
The Nomination and Remuneration Committee of the Company is constituted in accordance withRegulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 andSection 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members(i.e. Two (2) Independent Directors and One (1) Chairman Executive Director.
The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Nomination & Remuneration Committee acts in accordance with the terms of referencespecified from time to time by the Board.
The Committee met twice (2) during the year on 03rd September, 2024 and 11th March, 2025. Thenecessary quorum was present at the meeting.
The Committee has been re-constituted in the Board Meeting held on 03rd September 2024. wherein Mr. Satish Inani has ceased from chairmanship of Nomination & Remuneration Committee dueto resignation as independent director and Ms. Mona Mukund Bhide has appointed as Chairman ofthe committee.
The composition of the Nomination and Remuneration Committee and the details of meetingsattended by its members are given below:
Name of
NRC Meetings Date
the
(2024-2025)
MeetingsEntitled to
Meetings
Attended
11th March,2025
Attend
(Till 03rd September,2024)
(IndependentDirector-Non¬Executive Director)
1
(w.e.f. 03rdSeptember, 2024)
(IndependentDirector Non¬Executive Director)
(IndependentDirector- Non¬Executive Director)
(w.e.f. 08th
February,
(Chairman andManaging Director -Executive Director)
Nomination and Remuneration Policy is hosted on the website of the Company i.e.
https://benchmarksolution.com/.
C) STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordance withRegulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 andSection 178 of the Companies Act, 2013.
The role and functions of the Stakeholders Relationship Committee are the effective redressal ofgrievances of shareholders, debenture holders and other security holders including complaintsrelated to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. TheCommittee overviews the steps to be taken for further value addition in the quality of service to theinvestors.
The Company has designated the e-mail ID: accounts@benchmarksolution.com
info@benchmarksolution.com exclusively for the purpose of registering complaint by investorselectronically. This e-mail ID is displayed on the Company’s website i.e.
https://benchmarksolution.com/
The following table shows the nature of complaints received from the shareholders during the years2024-2025.
S.
Nature of Complaints
Received
Pending
Disposed
Non receipt of AnnualReport
Non-Receipt of ShareCertificates after transfer
Non-Receipt of DematRejected S/C’s
Others
Total
There were no complaints pending as on 31st March, 2025.
The Stakeholder Relationship Committee acts in accordance with the terms of reference specifiedfrom time to time by the Board.
The Committee has been re-constituted in the Board Meeting held on 03rd September 2024. wherein Mr. Satish Inani has ceased from membership of the Stakeholders Relationship Committee of theCompany due to resignation as independent director and Ms. Mona Mukund Bhide has appointedas member of the committee.
The Committee met Once (1) during the year on 16th January, 2025. The necessary quorum waspresent at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetings attendedby its members are given below
Name of theMembers
StakeholderRelationshipCommittee MeetingsDates
No. of Meetingsentitled toAttend
No. ofMeetingsAttended
16th January, 2025
Mr. GirishKumar Joshi
(IndependentDirector - Non¬ExecutiveDirector)
0
(Resignedw.e.f 04thSeptember,2024)
(IndependentDirector- Non¬ExecutiveDirector)
Ms. MonaMukund Bhide
(W.e.f. 03rdSeptember,2024)
Mr. Hemant
(Chairman and
Managing
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, theIndependent Directors of the Company shall hold at least one meeting in a year without the presenceof Non-Independent Directors and members of the management. All the independent Directorsshall strive to be present at 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 toeffectively and reasonably perform their duties.
Independent Directors met once during the year on 16th February, 2025 and was attended by allIndependent Directors.
None of the Non-Executive Independent Directors hold Equity Shares of the Company in their ownname.
There are independent directors appointed during the financial year 2024-2025 in the Company.However, the declaration by Independent Directors as per provisions of Section 149 (6) ofCompanies Act, 2013 is kept under the records of the Company.
The following Meetings of the Board of Directors were held during the financial year 2024-2025:
Date of Meeting
Board Strength
No. of DirectorsPresent
28/05/2024
5
6
14/11/2024
11/03/2025
The following Meetings of the Shareholders were held during the financial year 2024-2025:
No. of Members
Meeting
Present
Annual General Meeting
10
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the AnnualReturn in Form MGT-7 as on March 31, 2025 is available on the Company’s website athttps://benchmarksolution.com/
The Company’s Auditors, M/s. Valawat & Associates, Chartered Accountants (RegistrationNo.003623C), who were appointed with members approval as Statutory Auditors of the Companyat 21st Annual General Meeting (AGM) for the period of 1 year, will complete their present termon the conclusion of the ensuing 22nd AGM of the Company.
The Board of Directors of the Company (“the Board”), at its meeting held on 18th August, 2025,has considered the experience and expertise and on the recommendation of the Audit Committee,proposed to the Members of the Company re-appointment of M/s. Valawat & Associates, CharteredAccountants (Registration No. 003623C), as Statutory Auditors of the Company, for a term of 5(Five) Consecutive years from the conclusion of this 22nd Annual General Meeting (AGM) until theconclusion of the 26th AGM to be held in the year 2030, at such remuneration as may be mutuallyagreed between the Board of Directors/ Audit Committee of the company in consultation with theStatutory Auditors. The Auditors have confirmed that they are not disqualified from re-appointingand continuing as Auditors of the Company.
The Independent Auditors’ Report does not contain any qualification, reservation, adverse remarkor disclaimer.
The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do notcall for any further comments.
The Auditor’ s Report doesn’ t contain any information in relation to fraud.
M K Saraswat & Associates LLP is appointed as Secretarial Auditor at the Board Meeting held on03rd September, 2024, for the financial year 2024-2025 and secretarial audit report has issued bythe secretarial auditor.
The Secretarial Audit Report issued by M/s. M K Saraswat & Associates, Company Secretaries2024-2025 does not contain any qualifications or adverse remarks.
The Secretarial Audit report is annexed to the Director Report in Form MR-3 as ‘Annexure - B’.
The Company has re-appointed M/s. LEELA FINTECH SERVICES LLP, as Internal Auditor atthe Board Meeting held on 03rd September, 2024, for the financial year 2024-2025.
The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, for the financialyear 2024-2025 does not contain any qualifications or adverse remarks.
The observations of the Statutory Auditors, when read together with the relevant notes to theaccounts and accounting policies are self- explanatory and does not call for any further commentfrom Board of Directors.
There are no observations from internal auditors in their report, the report is self- explanatoryand does not call for any further comment by the Board of Directors.
The management has replied on the observations made by the internal auditor. The changessuggested by the internal auditor in the accounting system will be taken care from the currentfinancial year.
There are no observations from secretarial auditors in their report, the report is self¬explanatory and does not call for any further comment by the Board of Directors.
The Company has not accepted Public Deposits within the purview of Section 73 of the CompaniesAct, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The Central government has not prescribed the maintenance of cost records under section 148 (1)of the Companies Act, 2013.
The Company is listed on SME platform of Bombay Stock Exchange; provisions related tocorporate governance are not applicable to the company.
The Company is listed on SME platform of Bombay Stock Exchange does not require to submit thesecretarial compliance report for the financial year 2024-2025 as per regulation 24A of SEBI(Listing and Obligations Disclosure Requirements), Regulations, 2015.
The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide amechanism for Directors and employees of the Company to raise concerns of any violations of anylegal or regulatory requirement, incorrect or misrepresentation of any financial statement andreports etc. The Policy provides adequate safeguards against victimization of Director(s)/employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.
No Director/ employee have been denied access to the Chairman of the Audit Committee and thatno complaints were received during the year. The details of the Policy have been posted on theCompany’s website https://benchmarksolution.com/.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company. The Coderequires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession of unpublishedprice sensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code. Further the Directorsand 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 Company’s websitehttps://benchmarksolution.com/.
During the period under review, the Company has complied with provisions made under the Section197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure -C’.
CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is given in ‘Annexure -D’.
The Management Discussion and Analysis Report as required under Regulation 34 read withSchedule V of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this AnnualReport. Certain Statements in the said report may be forward-looking. Many factors may affect theactual results, which could be different from what the Directors envisage in terms of the futureperformance and outlook.
Management Discussion and Analysis Report is given in ‘Annexure - E’ to the Directors Report.
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 theCompany’s website https://benchmarksolution.com/.
The certificate of non-disqualification of directors for the financial year 31st March, 2025, isannexed as ‘Annexure - G’.
All related party transactions that were entered into during the financial year ended March 31, 2025,were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisionsof Section 188 of the Companies Act, 2013 were not attracted.
There are no materially significant related party transactions during the financial year under reviewmade by the Company with Promoters, Directors, or other designated persons which may have apotential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is notrequired.
However, the disclosure of transactions with related parties for the financial year, as per AccountingStandard -18 Related Party Disclosures is given in Note 33 to the Balance Sheet as on March 31,2025.
The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013read 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 technologyabsorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule8 of the Companies (Accounts) Rules, 2014.
The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:
(? in Lakhs)
Year ended March31,2025
Year ended March 31, 2024
Foreign Exchange Earnings
3,66,700.00
389234.74
Foreign Exchange Outgo
0.00
22,808.00
The Company takes pride in the commitment, competence and dedication shown by its employeesin all areas of business.
Many initiatives have been taken to support business through organizational efficiency; processchange support and various employee engagement programs which has helped the Organizationachieve higher productivity levels. A significant effort has also been undertaken to developleadership as well as technical/ functional capabilities in order to meet future talent requirement.
The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee,adopting CSR policy and spending amount on CSR activities in accordance with the Act do notapply to the Company.
The Company has in place adequate internal controls with reference its nature of business whichmeets 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 oroperation were observed.
Internal Financial Controls are an integral part of the risk management framework and process thataddress financial and financial reporting risks. The key internal financial controls have beendocumented, automated wherever possible and embedded in the business process. The Company hasin place adequate internal financial controls with reference to Financial Statement.
Assurance on the effectiveness of internal financial controls is obtained through managementreviews and self-assessment, continuous control monitoring by functional experts as well as testingof the internal financial control systems by the Statutory Auditors and Internal Auditors during thecourse of their audits.
The Company believes that these systems provide reasonable assurance that the Company’s internalfinancial controls are adequate and are operating effectively as intended.
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Companyconfirms that-
a) In the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit of the companyfor that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the companyand 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 allapplicable laws and that such systems were adequate and operating effectively.
During the period, under review your Company is in compliance with all the applicable SecretarialStandards as specified or issued by the Institute of Company Secretaries of India.
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 inplace a policy which mandates no tolerance against any conduct amounting to sexual harassment ofwomen at workplace.
The Company has an Internal Committee to redress and resolve any complaints arising under thePOSH Act. Training / Awareness programs are conducted throughout the year to create sensitivitytowards ensuring respectable workplace.
Your director’s further state that during the period under review, there were no cases filed pursuantto the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.
As part of our ongoing commitment to employee welfare, diversity, and inclusion, we continue tosupport our staff through a comprehensive maternity policy. This policy reflects our dedication tocreating a family-friendly workplace and ensuring that all employees feel supported during key lifeevents.
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 THEINSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORYAUTHORITY:
Neither any application was made nor any proceeding pending under the Insolvency and BankruptcyCode, 2016 (31 of 2016) during the period under review.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impactthe going concern status and Company’s operations in future.
44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF:
As Company has not done any one-time settlement during the year under review hence no disclosureis required.
22nd Annual General Meeting
Day & Date
Monday, 29th September, 2025
Time
05:00 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 onGeneral Meetings, particulars of Directors seeking re-appointment at this AGM, the brief details arementioned to the Notice of this AGM.
The Company is listed on SME Platform of BSE Limited.
The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the‘Annexure- A’ to the Notice of this AGM.
d. Stock Code:
BSE Scrip Name: 544052
Depository Connectivity: NSDL & CDSL
ISIN Number for equity shares of the Company: INE0Q2Z01013
e. Market price data:
High & Low during the financial year 2024-2025 on BSE:
Month
High
Low
Closing
June, 2024
48
September, 2024
50.50
49.73
49.70
December, 2024
46.18
46.17
March, 2025
23.60
24.60
The Company got listed on BSE on 21st December, 2023:f. Distribution of Shareholding as on 31st March, 2025:
No. of Equity Sharesheld
No. of Shareholders
No. of Shares held
% in Equity Capital
5001 to 10000
1002
0.01
10001 to 20000
328
656000
9.56
30001 to 40000
53
212000
3.09
50001 to 100000
28
208000
3.03
100001 & above
24
5786998
84.31
g. Shareholding Pattern as on 31st March, 2025:
Category of Shares
No. of Shares
% of totalshares
(A)
Promoter & Promoter Group:
(a) Individuals/Hindu Undivided Family
49,59,900
72.26
Sub Total:
(B)
Public Shareholding:
1. Institutions
(a) Financial Institutions/Banks/Any Others
(b) Foreign Institutional Investors
2. Non-Institutions
(a) Directors and their relatives (excludingIndependent Directors and NomineeDirectors)
(b) Individuals
12,90100
18.8
(c) Trust
(d) Hindu Undivided Family
122000
1.78
(e) Non-Resident Indians (NRI)
20000
0.29
(f) Bodies Corporate
472000
6.87
1904100
27.74
GRAND TOTAL
6864000
100.00
h. Dematerialization of Shares:
As on March 31, 2025, 6864000 Equity Shares were held in dematerialized form with NSDL andCDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form incompliance with Regulation 31(2) of the Listing Regulations.
i. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date&likely impact on equity:
No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.
j. Details of shares in suspense account:
The are no shares in suspense account.
46. ACKNOWLEDGEMENT:
The Directors wish to express their grateful appreciation to the continued co-operation received fromthe Banks, Government Authorities, Customers, Vendors and Shareholders during the year underreview.
The Directors appreciate & value the contribution made by every member of the company.
For and on Behalf of the Board of DirectorsBENCHMARK COMPUTER SOLUTIONS LIMITED
Hemant Muddanna Sanil Sangeeta Dhananjay Wakode
Chairman & Managing Director Whole Time Director
DIN: 01245532 DIN: 10460812
Date: 18.08.2025Place: Mumbai