Key Details
Symbol (NSE): SECMARK
Corporate Action: Scheme of Amalgamation
Record Date: Not Specified
Nature of Scheme: Amalgamation of two private companies into one listed public company
Entities Involved:
- Transferor Company 1: Codifi Finserv Private Limited (CIN: U67190MH2011PTC219498)
- Transferor Company 2: SecMark Holdings Private Limited (CIN: U67190MH2011PTC219498)
- Transferee Company: SecMark Consultancy Limited (CIN: L67190MH2011PLC220404)
Demerged Company: Not Applicable (Amalgamation scheme)
Resulting Company: SecMark Consultancy Limited (existing listed entity)
Share Entitlement Ratio:
- For Transferor Company 1 (Codifi Finserv): 2,000 fully paid-up equity shares of face value of ₹10 each of SecMark Consultancy Limited for every 100 equity shares of face value of ₹10 each held
- For Transferor Company 2 (SecMark Holdings): 75,435 fully paid-up equity shares of face value of ₹10 each of SecMark Consultancy Limited for every 100 equity shares of face value of ₹10 each held
Implied Capital Structure Impact:
- Total shares pre-amalgamation: 1,04,47,000
- Total shares post-amalgamation: 1,13,28,547
- Increase in share capital: 8,81,547 shares
- Promoter holding dilution from 75% to 69.33%
- Public shareholders increase from 25% to 30.67%
Post-Allotment Listing Plan: Resulting entity (SecMark Consultancy Limited) will remain listed on BSE Limited and National Stock Exchange of India Limited
Regulatory and Approval Status: Scheme subject to approval under Sections 230 to 232 of Companies Act, 2013 and requisite approvals from statutory, regulatory authorities, and stakeholders
Effective Date: Not Specified
Financial Rationale:
- Enhance offerings and achieve greater operational efficiency
- Business synergies and long-term value creation for stakeholders
- Simplify corporate and shareholding structure by eliminating multiple layers
- Integration of complementary businesses and technology capabilities
- More efficient utilization of financial, operational, technological and human resources
- Improve competitive position in product market
- Strengthen market presence and brand positioning
- Reduction in costs and pooling of business resources
- Achieve economies of scale and operational efficiency
Impact on Shareholders:
- Promoter holding to reduce from 75% to 69.33%
- Public shareholders holding to increase from 25% to 30.67%
- Shareholders of Transferor Companies will receive equity shares in listed SecMark Consultancy Limited
- Transferor Companies will be dissolved without winding up post-scheme effectiveness
Financial Metrics (as of March 31, 2026)
Transferor Company 1 (Codifi Finserv):
- Net Worth: ₹649.46 lakhs (standalone)
- Revenue from Operations: ₹1,531.77 lakhs (standalone)
Transferor Company 2 (SecMark Holdings):
- Net Worth: ₹24.74 lakhs (standalone)
- Revenue from Operations: ₹0.13 lakhs (standalone)
Transferee Company (SecMark Consultancy):
- Net Worth: ₹2,340.92 lakhs (standalone)
- Revenue from Operations: ₹3,753.72 lakhs (standalone)
Related Party Transaction Status
- Transferor Company 1: Not a related party transaction
- Transferor Company 2: Related party transaction (holding company of Transferee Company)
- Consideration finalized based on Valuation Report of Registered valuer under Section 247 of Companies Act, 2013 and SEBI pricing guidelines
- Transaction considered on arm's length basis
Business Activities
Transferor Company 1: Information technology services including development and licensing of client portal and partner portal, Snap Alpha option trading platform, e-KYC solutions and allied products for financial market participants
Transferor Company 2: Holding company with business objects of offering consulting services, technology and outsourcing services to financial market participants in compliance, operation, software development, risk management
Transferee Company: Technology, consulting, outsourcing and auditing services to financial market participants in compliance, operation, software development, risk management, IT infrastructure