Key Quantitative Figures

  • Proposed investment amount: ₹48,00,00,000 (Rupees Forty-Eight Crore Only).

Parties Involved

  • SecMark Consultancy Limited: The listed entity making the investment.
  • Markets on Cloud Private Limited (MOC): A wholly owned subsidiary of SecMark, incorporated on March 21, 2016, with its registered office in Mumbai, India. Currently engaged in providing technology and outsourcing solutions, including cloud technology.
  • Newly Incorporated Subsidiary: A potential alternative vehicle if not using MOC.
  • Indian Bureau of Mines (IBM): The regulatory body for registration of the mineral exchange.
  • Other Investors: External investors may also invest in MOC or the new subsidiary.

Purpose and Rationale

The investment is intended to provide necessary capital for establishing and operating a Mineral Exchange. The company cites synergies with its existing business of offering software and technology solutions to market participants including exchanges, brokers, depository participants, portfolio managers, and Alternative Investment Funds. The Mineral Exchange will provide trading and clearing services to market participants in the mining industry.

Transaction Details

  • Nature of Investment: Subscription to equity shares, preference shares, and/or other financial instruments.
  • Consideration: Cash.
  • Valuation: To be based on mutually agreed valuation.
  • Shareholding Percentage: To be determined based on the final terms of the issue.
  • Tranches: Investment may be made in one or more tranches.

Related Party Transaction

The proposed investment constitutes a related party transaction under the Companies Act, 2013 and SEBI Listing Regulations. It is stated to be undertaken on an arm's-length basis. MOC or the new entity will remain a subsidiary of SecMark.

Background on Target Entity

Markets on Cloud Private Limited (MOC)

  • Date of Incorporation: March 21, 2016.
  • Historical Turnover:
  • FY 2023–24: NIL
  • FY 2024–25: NIL
  • FY 2025–26: NIL
  • Current Business: Providing technology and outsourcing solutions, including cloud technology.
  • Proposed Change: To alter its name and objects clause of the Memorandum of Association to align with the proposed Mineral Exchange business.

Alternative: New Subsidiary

The company may alternatively incorporate a new subsidiary to undertake the proposed Mineral Exchange business.

Funding Structure

SecMark will invest up to ₹48 crore. Additionally, MOC or the new subsidiary may raise funds from external investors through equity shares, preference shares, and/or other financial instruments to meet the funding and capital requirements of the business.

Approvals and Conditions

The proposed investment is subject to applicable conditions and approvals, including registration with IBM under the Mines and Minerals (Development and Regulation) Act, 1957, and the Mineral Exchange Rules, 2026.

Financial and Operational Impact

Financial impact is quantified as an investment outflow of up to ₹48 crore. The disclosure states the business will have synergies with the existing operations but does not provide quantified projections for revenue or profit from the new venture.