SecMark Consultancy Limited announced that its board of directors has approved a scheme of amalgamation involving two private entities: Codifi Finserv Private Limited and SecMark Holdings Private Limited. The meeting held on August 12, 2026, followed recommendations from the Audit Committee and seeks to integrate complementary business lines under the listed transferee company.

The proposed scheme falls under Sections 230 to 232 of the Companies Act, 2013. It requires approvals from statutory authorities, shareholders, and creditors before becoming effective. Upon completion, both transferor companies will be dissolved without winding up, streamlining the group’s organizational framework.

Transaction Details

Codifi Finserv, incorporated in August 2024, operates in information technology services, including the Snap Alpha option trading platform and e-KYC solutions. SecMark Holdings, established in July 2011, acts as the holding company for the group, offering consulting and outsourcing services to financial market participants.

The amalgamation is structured as a related-party transaction for SecMark Holdings but not for Codifi Finserv. Consideration was determined based on a valuation report by a registered valuer under Section 247 of the Companies Act, 2013, ensuring arm’s length pricing per SEBI guidelines.

Financial Position

As on March 31, 2026, the standalone financials of the entities involved were:

Codifi Finserv contributes significantly higher revenue relative to its net worth compared to SecMark Holdings, which holds minimal operational revenue. The transferee company, SecMark Consultancy, maintains the largest asset base among the three.

Share Exchange and Impact

Shareholders of the transferor companies will receive equity shares in SecMark Consultancy based on fixed exchange ratios:

• Codifi Finserv: 2,000 equity shares of face value ₹10 each for every 100 shares held.
• SecMark Holdings: 75,435 equity shares of face value ₹10 each for every 100 shares held.

This issuance will increase the total share capital of SecMark Consultancy from 1,04,47,000 to 1,13,28,547 shares. Consequently, promoter holding will dilute from 75% to 69.33%, while public shareholder stake will rise from 25% to 30.67%.

What the Numbers Show

The dilution in promoter stake reflects the significant share issuance required to acquire Codifi Finserv, despite its smaller net worth compared to the transferee. The high exchange ratio for SecMark Holdings (75,435 shares per 100) versus Codifi (2,000 shares per 100) indicates a substantial premium placed on the holding company’s assets or control rights, likely reflecting its role as the parent entity rather than pure operational revenue contribution.

The management cites operational efficiency, cost reduction, and integrated service offerings as key rationales. By merging entities with similar business objectives—technology, consulting, and risk management services—the combined entity aims to enhance competitive positioning in the financial services sector.

Secmark Consultancy Ltd's board has approved the incorporation of a wholly owned subsidiary to enter the financial services sector as an Account Aggregator. The new entity, Secmark Financial Aggregation Private Limited, will operate as a Non-Banking Financial Company (NBFC) subject to regulatory approvals. This strategic move aims to leverage the Reserve Bank of India's framework for financial data aggregation, enabling the retrieval and consolidation of financial information for customers based on their explicit consent.

The board's decision, taken on July 03, 2026, authorizes 100% subscription to the initial paid-up share capital of the subsidiary through cash consideration. The total investment amounts to ₹1,00,000, divided into 10,000 equity shares of ₹10 each. Secmark Consultancy Ltd will hold complete control over the new entity, classifying it as a holding and subsidiary relationship.

Business Operations and Regulatory Framework

The proposed subsidiary will function as an Account Aggregator, facilitating the flow of financial information between Financial Information Providers and Financial Information Users. Its operations will align with the Reserve Bank of India (Non-Banking Financial Companies – Account Aggregator) Directions, 2025. The company's mandate includes retrieving financial data specified by the RBI, organizing it, and presenting it to users strictly in accordance with accountholder consent.

Key Details of the Incorporation

Approvals and Compliance

The commencement of operations is contingent upon obtaining and maintaining the requisite Certificate of Registration from the Reserve Bank of India. The company has stated that necessary approvals will be sought from the RBI to ensure compliance with the regulatory framework governing NBFC-Account Aggregators. The filing was submitted to the exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.