Secmark Consultancy has incorporated a wholly owned subsidiary, SecMark Financial Aggregation Private Limited, marking its entry into the account aggregation space. The company notified stock exchanges on August 12, 2026, confirming the incorporation date of July 13, 2026, in India.

The subsidiary is structured to operate as a Non-Banking Financial Company (NBFC) specifically engaged in account aggregation business. This strategic move aligns with the Reserve Bank of India’s (RBI) framework for digital financial information exchange, allowing entities to retrieve and consolidate customer financial data with explicit consent.

Business Scope and Regulatory Path

The primary objective of SecMark Financial Aggregation Private Limited is to function as an Account Aggregator under the RBI (Non-Banking Financial Companies – Account Aggregator) Directions, 2025. The entity’s operations will focus on two core activities:

• Retrieving or collecting financial information of accountholders from Financial Information Providers based on explicit consent.
• Consolidating, organizing, and presenting such financial information to Financial Information Users as specified by the RBI.

The company stated that it must obtain and maintain a requisite Certificate of Registration from the RBI to commence these operations. All acts, deeds, and matters incidental to this business are subject to securing these regulatory approvals.

Capital Structure

SecMark Consultancy subscribed to 100% of the initial paid-up share capital in cash. The transaction details are outlined below:

This intimation was issued pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The Board of Directors had previously informed exchanges about the decision to incorporate the subsidiary on July 3, 2026.

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.