Directors Report of Benchmark Computer Solutions Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 22^nd Annual Report, together with the Audited
Financial Statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the standalone financial performance of the Company during the
year under review:

Particulars	Year ended	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	2.48	5.73

2. STATE OF COMPANY’S AFFAIRS:

During the period under review, Company has achieved a total income of Rs 4,439.05 Lakhs as
against Rs. 3,523.95 Lakhs in the previous year. The Company has earned a Profit after tax for
financial year 2024-2025 is Rs. 170.05 Lakhs as compared to Rs. 221.24 Lakhs in the financial year

2023-2024.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:

The Company has not transferred any amount to General Reserve during the financial year.

4. DIVIDEND:

With a view to conserve reserves for expansion of business activities, the Board of Directors has
decided not to declare any dividend for the current financial year.

5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 2024-2025:

a. Change in Board of Directors and KMP:

The Company at the Board Meeting and Annual General Meeting has appointed and regularized
the Directors and KMP and noted the resignation of director as under:

Sr. No	Name of Directors and KMP	Appointment/ Resignation/ Regularizatio n/ Change in Designation	Designation	Type of Meeting in which Appointment/ Resignation/ Regularization/ Change in Designation was done	Date of Appointment/ Resignation/ Regularization/ Change in Designation was done
1.	Mr. Satish Inani	Resignation	Non-Executive Independent Director	Board Meeting	04/09/2024
2.	Ms. Mona Mukund Bhide	Appointment	Additional Director (Independent Director)	Board Meeting	03/09/2024
3.	Ms. Mona Mukund Bhide	Change in Designation	Non¬ Executive Independent Director	Annual General Meeting	30/09/2024

b. APPROVAL OF SECTION 180(1)(A), 180(1)(C), 186 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 03^rd September, 2024, and Annual General
Meeting held on 30^th September, 2024 has obtained approval for increasing borrowing powers
and inter -corporate loans & investments up to Rs. 200 Crore under Section 186, Section
180(1)(a) and 180(1)(c) of the Companies Act, 2013 and the rules made thereunder.

c. APPROVAL OF SECTION 185 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 03rd September, 2024, and Annual General
Meeting held on 30th September, 2024, has obtained approval for providing loans and
guarantees up to Rs. 200 Crore under Section 185 of the Companies Act, 2013 and the rules
made thereunder.

6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2024-25 TILL THE
ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditors report for the Financial Year

2024-2025 at the Board meeting held on 22^nd May, 2025.

b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the
Financial Year 2025-2026 at the board meeting held on 18^th August, 2025.

c. The company has re-appointed M/s Valawat & Associates, Chartered Accountant as
Statutory Auditor of the company in board meeting held on 18^th August, 2025 for Five
consecutive financial years commencing from 2025-2026 till 2029-30, subject to approval of
shareholder in ensuing annual general meeting.

d. The Company has appointed M.K. Saraswat & Associates, Company Secretaries as
Secretarial 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 31^st March, 2025 was Rs. 7,50,00,000 /-
(Rupees Seven Crore Fifty lakh only) divided into 75,00,000 (Seventy-Five Lakh) Equity
Shares of Rs. 10/- each.

• PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs.
6,86,40,000/- (Rupees Six Crore Eighty-Six Lakhs Forty Thousand Only) divided into
68,64,000/- (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 1^st April, 2024 to 31^st March, 2025.

9. TRANSMISSION OF SHARES:

There was no transmission of shares during the period starting from 1^st April, 2024 to 31^st 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 Executive
Directors and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitution
of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The details are as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Hemant Muddanna Sanil	Managing Director and Chairman
2.	Ms. Sangeeta Dhananjay Wakode	Whole Time Director

3.	Ms. Savita Hemant Sanil	Executive Director
4.	Ms. Mona Mukund Bhide	Non-Executive and Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and Independent Director
6.	Mrs. Rasika Katkar	Chief Financial Officer
7.	Ms. Ritika Paneri	Company Secretary and Compliance Officer

Changes in Directors:

a. Mr. Satish Inani was resigned as Non-Executive Independent Director of the Company w.e.f.
04^th September, 2024

b. Ms. Mona Mukund Bhide was appointed as Additional Director (in the category of Independent
Director) of the Company w.e.f. 03^rd September, 2024 and was regularized as a director (in the
category of Independent Director) for the consecutive term of five years, i.e., from 03^rd
September, 2024 to 02^nd September, 2029 (both days inclusive) in the Annual General Meeting
held on 30^th September, 2024.

Changes in KMP:

During the period under review there was no changes in the KMPs.

12. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per
section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts
of the Company are provided in Notes to the financial statements.

14. COMPOSITION OF BOARD COMMITTEES:

The Board of Directors at the meeting held on 17^th July, 2023 has constituted 3 (Three) Committees:
namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and re-constituted on 08^th February, 2024 and on 3^rd September, 2024. The Composition
of various committees is in accordance with applicable provisions of the Companies Act, 2013 and
the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and comprises of three qualified members (i.e. 2 Non-Executive Independent
Directors 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 by
the Board.

The Committee met 4 (Four) time during the financial year on 28^th May, 2024, 03^rd September, 2024,
14^th November, 2024 and 11^th March, 2025 and the gap between two meetings did not exceed one
hundred 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 in
Ms. 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 from
04^th September, 2024.

The composition of the new audit Committee and the details of meetings attended by its members
are given below:

Name of the Members	Category	Audit Committee Meetings Dates (2024-2025)				No. Meetings Entitled to Attend	No. of Meeti ngs Atten ded
		28th May, 2024	03rd September, 2024	14th November, 2024	11th March, 2025
Mr. Satish Inani	Chairperson (Till 03rd September, 2024) (Independent Director Non¬ Executive Director)	Yes	Yes	NA	NA	2	2
Ms. Mona Mukund Bhide	Chairperson (w.e.f 03rd September, 2024) (Independent Director Non¬ Executive Director)	NA	Yes	Yes	Yes	3	3

	Mr. Girish Kumar Joshi	Member (Independent Director- Non¬ Executive Director)	Yes	Yes	Yes	Yes	4	4
	Mr. Hemant Muddanna Sanil	Member (Chairman and Managing Director - Executive Director)	Yes	Yes	Yes	Yes	4	4

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with
Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
Section 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 and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee acts in accordance with the terms of reference
specified from time to time by the Board.

The Committee met twice (2) during the year on 03^rd September, 2024 and 11^th March, 2025. The
necessary quorum was present at the meeting.

The Committee has been re-constituted in the Board Meeting held on 03^rd September 2024. where
in Mr. Satish Inani has ceased from chairmanship of Nomination & Remuneration Committee due
to resignation as independent director and Ms. Mona Mukund Bhide has appointed as Chairman of
the committee.

The composition of the Nomination and Remuneration Committee and the details of meetings
attended by its members are given below:

Name of	Category	NRC Meetings Date		No. of	No. of
the Members		(2024-2025)		Meetings Entitled to	Meetings Attended
		03rd September, 2024	11th March, 2025	Attend

Mr. Satish Inani	Chairperson (Till 03rd September, 2024) (Independent Director-Non¬ Executive Director)	Yes	NA	1	1
Ms. Mona Mukund Bhide	Chairperson (w.e.f. 03rd September, 2024) (Independent Director Non¬ Executive Director)	Yes	Yes	2	2
Mr. Girish Kumar Joshi	Member (Independent Director- Non¬ Executive Director)	Yes	Yes	2	2
Mr. Hemant Muddanna Sanil (w.e.f. 08th February, 2024)	Member (Chairman and Managing Director - Executive Director)	Yes	Yes	2	2

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 with
Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of
grievances of shareholders, debenture holders and other security holders including complaints
related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The
Committee overviews the steps to be taken for further value addition in the quality of service to the
investors.

The Company has designated the e-mail ID: [email protected]

[email protected] exclusively for the purpose of registering complaint by investors
electronically. 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 years
2024-2025.

S. No.	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-
2.	Non-Receipt of Share Certificates after transfer
3.	Non-Receipt of Demat Rejected S/C’s
4.	Others	-	-	-
	Total	-	-	-

There were no complaints pending as on 31^st March, 2025.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified
from time to time by the Board.

The Committee has been re-constituted in the Board Meeting held on 03rd September 2024. where
in Mr. Satish Inani has ceased from membership of the Stakeholders Relationship Committee of the
Company due to resignation as independent director and Ms. Mona Mukund Bhide has appointed
as member of the committee.

The Committee met Once (1) during the year on 16^th January, 2025. The necessary quorum was
present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended
by its members are given below

Name of the Members	Category	Stakeholder Relationship Committee Meetings Dates (2024-2025)	No. of Meetings entitled to Attend	No. of Meetings Attended
		16th January, 2025
Mr. Girish Kumar Joshi	Chairperson (Independent Director - Non¬ Executive Director)	Yes	1	1
Mr. Satish Inani	Member	NA	0	0

(Resigned w.e.f 04th September, 2024)	(Independent Director- Non¬ Executive Director)
Ms. Mona Mukund Bhide (W.e.f. 03rd September, 2024)	Member (Independent Director- Non¬ Executive Director)	Yes	1	1
Mr. Hemant Muddanna Sanil	Member (Chairman and Managing Director- Executive Director)	Yes	1	1

D) INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013
and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Independent Directors of the Company shall hold at least one meeting in a year without the presence
of Non-Independent Directors and members of the management. All the independent Directors
shall 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 to
effectively and reasonably perform their duties.

Independent Directors met once during the year on 16^th February, 2025 and was attended by all
Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own
name.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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) of
Companies Act, 2013 is kept under the records of the Company.

16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:

The following Meetings of the Board of Directors were held during the financial year 2024-2025:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	28/05/2024	5	5
2.	03/09/2024	6	6
3.	14/11/2024	5	5
4.	11/03/2025	5	5

The following Meetings of the Shareholders were held during the financial year 2024-2025:

Sr. No.	Particulars	Date of	No. of Members
		Meeting	Present
1.	Annual General Meeting	30/09/2024	10

17. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual
Return in Form MGT-7 as on March 31, 2025 is available on the Company’s website at
https://benchmarksolution.com/

18. STATUTORY AUDITORS:

The Company’s Auditors, M/s. Valawat & Associates, Chartered Accountants (Registration
No.003623C), who were appointed with members approval as Statutory Auditors of the Company
at 21^st Annual General Meeting (AGM) for the period of 1 year, will complete their present term
on the conclusion of the ensuing 22^nd AGM of the Company.

The Board of Directors of the Company (“the Board”), at its meeting held on 18^th 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, Chartered
Accountants (Registration No. 003623C), as Statutory Auditors of the Company, for a term of 5
(Five) Consecutive years from the conclusion of this 22^nd Annual General Meeting (AGM) until the
conclusion of the 26^th AGM to be held in the year 2030, at such remuneration as may be mutually
agreed between the Board of Directors/ Audit Committee of the company in consultation with the
Statutory Auditors. The Auditors have confirmed that they are not disqualified from re-appointing
and continuing as Auditors of the Company.

The Independent Auditors’ Report does not contain any qualification, reservation, adverse remark
or disclaimer.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not
call for any further comments.

The Auditor’ s Report doesn’ t contain any information in relation to fraud.

19. SECRETARIAL AUDITOR:

M K Saraswat & Associates LLP is appointed as Secretarial Auditor at the Board Meeting held on
03^rd September, 2024, for the financial year 2024-2025 and secretarial audit report has issued by
the secretarial auditor.

The Secretarial Audit Report issued by M/s. M K Saraswat & Associates, Company Secretaries
2024-2025 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’.

20. INTERNAL AUDITOR:

The Company has re-appointed M/s. LEELA FINTECH SERVICES LLP, as Internal Auditor at
the Board Meeting held on 03^rd September, 2024, for the financial year 2024-2025.

The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, for the financial
year 2024-2025 does not contain any qualifications or adverse remarks.

21. BOARD’S COMMENT ON THE AUDITOR’S REPORT:

a) Statutory Auditor:

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self- explanatory and does not call for any further comment
from Board of Directors.

b) Internal Auditor:

There are no observations from internal auditors in their report, the report is self- explanatory
and 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 changes
suggested by the internal auditor in the accounting system will be taken care from the current
financial year.

c) Secretarial Auditor:

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.

22. PUBLIC DEPOSITS:

The Company has not accepted Public Deposits within the purview of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

23. MAINTENANCE OF COST RECORDS:

The Central government has not prescribed the maintenance of cost records under section 148 (1)
of the Companies Act, 2013.

24. CORPORATE GOVERNANCE REPORT:

The Company is listed on SME platform of Bombay Stock Exchange; provisions related to
corporate governance are not applicable to the company.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company is listed on SME platform of Bombay Stock Exchange does not require to submit the
secretarial compliance report for the financial year 2024-2025 as per regulation 24A of SEBI
(Listing and Obligations Disclosure Requirements), Regulations, 2015.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a
mechanism for Directors and employees of the Company to raise concerns of any violations of any
legal or regulatory requirement, incorrect or misrepresentation of any financial statement and
reports 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 that
no complaints were received during the year. The details of the Policy have been posted on the
Company’s website https://benchmarksolution.com/.

27. INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code. Further the Directors
and 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 website
https://benchmarksolution.com/.

28. MANAGERIAL REMUNERATION:

During the period under review, the Company has complied with provisions made under the Section
197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure -C’.

29. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is given in ‘Annexure -D’.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with
Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual
Report. Certain Statements in the said report may be forward-looking. Many factors may affect the
actual results, which could be different from what the Directors envisage in terms of the future
performance and outlook.

Management Discussion and Analysis Report is given in ‘Annexure - E’ to the Directors Report.

31. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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 the
Company’s website https://benchmarksolution.com/.

32. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The certificate of non-disqualification of directors for the financial year 31st March, 2025, is
annexed as ‘Annexure - G’.

33. RELATED PARTY TRANSACTIONS:

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 provisions
of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review
made by the Company with Promoters, Directors, or other designated persons which may have a
potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not
required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting
Standard -18 Related Party Disclosures is given in Note 33 to the Balance Sheet as on March 31,
2025.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013
read 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 technology
absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014.

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

(? in Lakhs)

Particulars	Year ended March 31,2025	Year ended March 31, 2024
Foreign Exchange Earnings	3,66,700.00	389234.74
Foreign Exchange Outgo	0.00	22,808.00

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees
in all areas of business.

Many initiatives have been taken to support business through organizational efficiency; process
change support and various employee engagement programs which has helped the Organization
achieve higher productivity levels. A significant effort has also been undertaken to develop
leadership as well as technical/ functional capabilities in order to meet future talent requirement.

36. CORPORATE SOCIAL RESPONSIBILITY:

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 not
apply to the Company.

37. INTERNAL CONTROLS:

The Company has in place adequate internal controls with reference its nature of business which
meets 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 or
operation were observed.

38. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that
address financial and financial reporting risks. The key internal financial controls have been
documented, automated wherever possible and embedded in the business process. The Company has
in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews and self-assessment, continuous control monitoring by functional experts as well as testing
of the internal financial control systems by the Statutory Auditors and Internal Auditors during the
course of their audits.

The Company believes that these systems provide reasonable assurance that the Company’s internal
financial controls are adequate and are operating effectively as intended.

39. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company
confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit of the company
for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and 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 all
applicable laws and that such systems were adequate and operating effectively.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period, under review your Company is in compliance with all the applicable Secretarial
Standards as specified or issued by the Institute of Company Secretaries of India.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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 in
place a policy which mandates no tolerance against any conduct amounting to sexual harassment of
women at workplace.

The Company has an Internal Committee to redress and resolve any complaints arising under the
POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity
towards ensuring respectable workplace.

Your director’s further state that during the period under review, there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

42. MATERNITY BENEFIT:

As part of our ongoing commitment to employee welfare, diversity, and inclusion, we continue to
support our staff through a comprehensive maternity policy. This policy reflects our dedication to
creating a family-friendly workplace and ensuring that all employees feel supported during key life
events.

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 THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY
AUTHORITY:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company’s operations in future.

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

As Company has not done any one-time settlement during the year under review hence no disclosure
is required.

45. INFORMATION TO SHAREHOLDERS:

a. Annual General Meeting - Date. Time. Venue

Annual General Meeting	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 on
General Meetings, particulars of Directors seeking re-appointment at this AGM, the brief details are
mentioned to the Notice of this AGM.

b. Listed on Stock Exchange:

The Company is listed on SME Platform of BSE Limited.

c. Re - Appointed of Director

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	48	48
September, 2024	50.50	49.73	49.70
December, 2024	46.18	46.18	46.17
March, 2025	23.60	24.60	24.60

The Company got listed on BSE on 21st December, 2023:
f. Distribution of Shareholding as on 31^st March, 2025:

No. of Equity Shares held	No. of Shareholders	No. of Shares held	% in Equity Capital
5001 to 10000	2	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 31^st March, 2025:

Sr. No.	Category of Shares	No. of Shares	% of total shares
(A)	Promoter & Promoter Group:
	(a) Individuals/Hindu Undivided Family	49,59,900	72.26
	Sub Total:	49,59,900	72.26

(B)	Public Shareholding:
	1. Institutions
	(a) Financial Institutions/Banks/Any Others	0	0.00
	(b) Foreign Institutional Investors	0	0.00
	2. Non-Institutions
	(a) Directors and their relatives (excluding Independent Directors and Nominee Directors)	0	0
	(b) Individuals	12,90100	18.8
	(c) Trust	0	0
	(d) Hindu Undivided Family	122000	1.78
	(e) Non-Resident Indians (NRI)	20000	0.29
	(f) Bodies Corporate	472000	6.87
	Sub Total:	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 and
CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in
compliance 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 from
the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under
review.

The Directors appreciate & value the contribution made by every member of the company.

For and on Behalf of the Board of Directors
BENCHMARK COMPUTER SOLUTIONS LIMITED

Hemant Muddanna Sanil Sangeeta Dhananjay Wakode

Chairman & Managing Director Whole Time Director

DIN: 01245532 DIN: 10460812

Date: 18.08.2025
Place: Mumbai

---

Mar 31, 2024

Your directors have pleasure in presenting the 21^st Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the standalone financial performance of the Company during the year under review:

(? in Lakhs)
Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from Operations	3,461.68	3,194.69
Other Income	62.27	46.80
Total Income	3,523.95	3,241.49
Finance Cost	54.26	43.07
Depreciation	111.77	42.33
Other Operating Expenses	3,056.22	2,883.38
Total Expenses	3,222.25	2968.78
Profit Before Tax	301.70	272.71
Current Tax	68.74	78.00
MAT Credit (Entitlement/utilized)	-	-
Deferred Tax	8.66	(8.84)
Profit/(Loss) after Tax	221.24	195.92
Earnings per Share	5.73	1959.31
Diluted earnings per share	5.73	1959.31

2. STATE OF COMPANY’S AFFAIRS:

During the period under review, the total income of the Company has achieved a total income of Rs 3,523.95 Lakhs as against Rs. 3,241.49 Lakhs in the previous year. The Company has earned a Profit after tax for financial year 2023-2024 is Rs. 221.24 Lakhs as compared to Rs. 195.92 Lakhs in the financial year 2022-2023.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserve during the financial year.

4. DIVIDEND:

With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare any dividend for the current financial year.

5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 20232024:a. Approval of Initial Public Offer:

The Board of Directors of the Company at their meeting held on 17^th July, 2023 has approved the issue of initial public offer of 18,54,000 equity shares having face value of Rs. 10 each and premium of Rs. 56.

b. Memorandum of Association and Articles of Association of the Company:

The Board of Directors of the Company at their meeting held on 13 ^th June, 2023 has adopted a new set of Memorandum of Association and Articles of Association of the Company and the same was adopted by shareholders at the Extra - Ordinary General Meeting held on 28^th June, 2023.

c. Change in Board of Directors and KMP:

The Company at the Board Meeting and Extra - Ordinary General Meeting has appointed and regularized the Directors and KMP and noted the resignation of KMP as under:

Sr. No.	Name of Directors and KMP	Appointmen t/ Resignation/ Regularizati on/ Change in Designation	Designation	Type of Meeting in which Appointment/ Resignation/ Regularization/ Change in Designation was done	Date of Appointment/ Resignation/ Regularizatio n/ Change in Designation was done
1.	Mrs. Savita Sanil	Appointment	Additional Director	Board Meeting	07/06/2023
2.	Mr. Satish Inani	Appointment	Additional Director (Independent Director)	Board Meeting	14/07/2023
3.	Mr. Girish Joshi	Appointment	Additional Director (Independent Director)	Board Meeting	14/07/2023

4.	Mrs. Rasika Katkar	Appointment	Chief Financial Officer	Board Meeting	14/07/2023
5.	Ms. Ritika Paneri	Appointment	Company Secretary	Board Meeting	14/07/2023
6.	Mrs. Savita Sanil	Change in Designation	Director	Extra - Ordinary General Meeting	17/07/2023
7.	Mr. Hemant Muddanna Sanil	Change in Designation	Whole Time Director	Extra - Ordinary General Meeting	17/07/2023
8.	Mr. Satish Inani	Change in Designation	Independent Director	Extra - Ordinary General Meeting	17/07/2023
9.	Mr. Girish Joshi	Change in Designation	Independent Director	Extra - Ordinary General Meeting	17/07/2023
10.	Mr. Dhananjay Vrindavan Wakode	Change in Designation	Managing Director	Extra - Ordinary General Meeting	17/07/2023
11.	Mr. Dhananjay Vrindavan Wakode	Change in Designation	Chairman & Managing Director	Extra - Ordinary General Meeting	18/07/2023
12.	Mr. Dhananjay Vrindavan Wakode	Cessation	Chairman & Managing Director	Board Meeting	31/12/2023
13.	Mrs. Sangeeta Dhananjay Wakode	Appointment	Additional Director-Whole Time Director	Board Meeting	20/01/2024
14.	Mrs. Sangeeta Dhananjay Wakode	Change in Designation	Whole Time Director	Extra - Ordinary General Meeting	02/03/2024
15.	Mr. Hemant Muddanna Sanil	Change in Designation	Managing Director and Chairman	Extra - Ordinary General Meeting	02/03/2024

d. ISSUE AND ALLOTMENT OF BONUS SHARES:

The Board of Directors of the Company at their meeting held on 29^th July, 2023 and Extra - Ordinary General Meeting held on 31^st July, 2023 has issue bonus shares to the existing shareholders in the proportion of 500 equity shares for every 1 existing fully Paid-up equity shares held by the shareholders as on the record date on i.e. 29^th July, 2023.

The Board of Directors of the Company at their meeting held on 01^st August, 2023 has allotted the bonus shares to the existing shareholders.

e. APPROVAL OF SECTION 180m(A), 180(1)10. 186 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 17^th July, 2023, and Extra Ordinary General Meeting held on 18^th July, 2023 has obtained approval for increasing borrowing powers and inter -corporate loans & investments up to Rs. 100 Crore under Section 186, Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 and the rules made thereunder.

f. APPROVAL OF SECTION 185 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 17^th July, 2023, and Extra Ordinary General Meeting held on 18^th July, 2023, has obtained approval for providing loans and guarantees up to Rs. 100 Crore under Section 185 of the Companies Act, 2013 and the rules made thereunder.

g. CONVERSION OF PRIVATE LIMITED INTO PUBLIC LIMITED:

The Board of Directors of the Company at their meeting held on 13 ^th June, 2023 and Extra - Ordinary General Meeting held on 28^th June, 2023 has made an Application for Conversion of Private Limited into Public Limited.

A fresh certificate of Incorporation consequent upon conversion to Public Limited Company issued on 13 ^th July, 2023.

h. ISSUE & ALLOTMENT OF 18,54,000 EQUITY SHARES PURSUANT TO INITIAL PUBLIC OFFER (IPO):

The Board of the Directors at their meeting held on 19^th December, 2023 allotted 18,54,000 equity shares as per allotment basis finalized by BSE.

i. LISTING:

The Company got listed on SME Platform of Bombay Stock Exchange on 21^st December, 2023.

6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2023-24 TILL THE ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditors report for the Financial Year 2023-2024 at the Board meeting held on 28^th May, 2024.

b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3^rd September, 2024.

c. The Company has re-appointed M.K. Saraswat & Associates, Company Secretaries as Secretarial Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3^rd September, 2024.

7. SHARE CAPITAL:> AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31^st March, 2024 was Rs.

7.50.00. 000 /- (Rupees Seven Crore Fifty lakh only) divided into 75,00,000 (Seventy-Five Lakh) Equity Shares of Rs. 10/- each.

The Authorised Share Capital of the Company was increased from Rs. 5,00,000/- to Rs,

7.50.00. 000/- at the Board Meeting and Extra - Ordinary General Meeting held on 30^th May, 2023 and 12^th June, 2023 respectively.

> PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 6,86,40,000/- (Rupees Six Crore Eighty-Six Lakhs Forty Thousand Only) divided into 68,64,000/- (Sixty-Eight Lakhs Sixty-Four Thousand) Equity Shares of Rs. 10/- each.

During the period under review, the Company at the Board Meeting and Extra -Ordinary General Meeting held on 29^th July, 2023 and Extra - Ordinary General Meeting held on 31^st July, 2023 has issue bonus shares to the existing shareholders in the proportion of 500 equity shares for every 1 existing fully Paid-up equity shares held by the shareholders as on the record date on i.e. 29^th July, 2023. The Board of Directors of the Company at their meeting held on 01^st August, 2023 has allotted the bonus shares to the existing shareholders.

Further, the Company has allotted 18,54,000 equity shares pursuant to initial public offer on 19^th December, 2023.

8. TRANSFER OF SHARES:

The Company has transfer 52 equity shares held by Mr. Dhananjay Vrindavan Wakode at the Board Meeting held on 25^th May, 2023.

The Company has transfer 51 equity shares held by Mr. Hemant Muddana Sanil, at the Board Meeting held on 25^th May, 2023.

Details of Transfer as below mentioned:

Transfer No.	Name of Transferor	Name of Transferee	No. of Shares	Cert No.	Distinctive No. (From - To)
1	Mr. Dhananjay Vrindavan Wakode	Mrs. Sangeeta Dhananjay Wakode	1	5	51-51
2	Mr. Dhananjay Vrindavan Wakode	Ms. Ridhika Dhananjay Wakode	1	6	52-52
3	Mr. Dhananjay Vrindavan Wakode	Mr. Anurag Moolchand Agarwal	50	3	1-50
4	Mr. Hemant Muddana Sanil	Mrs. Savita Hemant Sanil	1	7	5051-5051
5	Mr. Hemant Muddana Sanil	Ms. Nisha Zulficar Halani	50	4	5001-5050

9. TRANSMISSION OF SHARES:

Due to sad demise of Mr. Dhananjay Wakode, shares held by him was transmitted to his wife Ms. Sangeeta Wakode on 28^th March, 2024.

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, 2024, 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 Executive Directors and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Hemant Muddanna Sanil	Managing Director and Chairman
2.	Mrs. Sangeeta Dhananjay Wakode	Whole Time Director
3.	Mrs. Savita Hemant Sanil	Executive Director
4.	Mr. Satish Inani	Non-Executive and

		Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and Independent Director
6.	Mrs. Rasika Katkar	Chief Financial Officer
7.	Ms. Ritika Paneri	Company Secretary and Compliance Officer

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

There are changes in Directors and Key Managerial Personnel for the period under review.

Changes in Directors:

a. Ms. Savita Sanil was appointed as Additional Director w.e.f. 07^th June, 2023 and regularised as a Director of the Company w.e.f. 17^th July, 2023 in the Extra - Ordinary General Meeting held on 17^th July, 2023.

b. Mr. Satish Inani was appointed as Additional Director (in the category of Independent Director) of the Company w.e.f. 14^th July, 2023 and was regularized as a Director (in the category of Independent Director) for the consecutive term of five years, i.e., from 17^th July, 2023 to 16^th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17^th July, 2023.

c. Mr. Girish Joshi was appointed as Additional Director (in the category of Independent Director) of the Company w.e.f. 14^th July, 2023 and was regularized as a Director (in the category of Independent Director) for the consecutive term of five years, i.e., from 17^th July, 2023 to 16^th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17^th July, 2023.

d. Mr. Hemant Sanil was appointed as Whole Time Director of the Company for the consecutive term of five years, i.e., from 17^th July, 2023 to 16^th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17^th July, 2023.

e. Mr. Dhananjay Wakode was appointed as Managing Director of the Company for the consecutive term of five years, i.e., from 17^th July, 2023 to 16^th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17^th July, 2023 and appointed as Chairman of the Company w.e.f. 18^th July, 2023 in the Extra Ordinary General Meeting held on 18^th July, 2023 and was ceased from the directorship w.e.f. 31^st December, 2023 due to his sad demise.

f. Ms. Sangeeta Wakode was appointed as Additional Director of the Company w.e.f. 20^th January, 2024 in the Board Meeting held on 08^th February, 2024, and regularise as a Whole Time Director for the consecutive term of five years, i.e., from 02^nd March, 2024 to 01^st March, 2029 (both days inclusive) in the Extra Ordinary General Meeting held on 02^nd March, 2024.

g. The Designation of Mr. Hemant Sanil was changed from Whole Time Director to Managing Director and Chairman w.e.f. 02^nd March, 2024 for the consecutive term of five years, i.e., from 02^nd March, 2024 to 01^st March, 2029 (both days inclusive) in the Extra Ordinary General Meeting held on 02^nd March, 2024.

Changes in KMP:

a. Mrs. Rasika Katkar was appointed as Chief Financial Officer of the Company w.e.f. 14^th July, 2023.

b. Ms. Ritika Paneri was appointed as Whole time Company Secretary and Compliance Officer of the Company w.e.f. 14^th July, 2023.

12. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.

14. COMPOSITION OF BOARD COMMITTEES:

The Board of Directors at the meeting held on 17^th July, 2023 has constituted 3 (Three) Committees: namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and re-consitituted on 08^th February, 2024 by replacing Mr. Hemant Muddanna Sanil in place of Mr. Dhananjay Vrindavan Wakode. The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and comprises of three qualified members (i.e. 2 NonExecutive Independent Directors 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 by the Board.

The Committee met 4 (Four) time during the financial year on 28^th July, 2023, 17^th October, 2023, 04^th December, 2023 and 30^th March, 2024 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The Committee has been re-constituted in the Board Meeting held on 08^th February, 2024. where in Mr. Dhananjay Wakode has ceased from membership of Audit committee due to his sad demise and Mr. Hemant Muddanna Sanil has appointed as member of the committee.

The composition of the new audit Committee and the details of meetings attended by its members are given below:

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 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 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met twice (2) during the year on 12^th January, 2024 and 30^th March, 2024. The necessary quorum was present at the meeting.

The Committee has been re-constituted in the Board Meeting held on 08^th February, 2024. where in Mr. Dhananjay Wakode has ceased from membership of Nomination & Remuneration Committee due to his sad demise and Mr. Hemant Muddanna Sanil has appointed as member of the committee.

Nomination and Remuneration Policy is hosted on the website of the Company i.e.

www.benchmarksolution.com

C) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: [email protected] [email protected] exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Company’s website i.e. www.benchmarksolution.com.

The following table shows the nature of complaints received from the shareholders during the years 2023-2024.

D) INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall 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 to effectively and reasonably perform their duties.

Independent Directors met once during the year on 30^th March, 2024 and was attended by all Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

There are independent directors appointed during the financial year 2023-2024 in the Company. However, the declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 is kept under the records of the Company.

16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:

The following Meetings of the Board of Directors were held during the financial year 20232024:

17. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company’s website at https://www.benchmarksolution.com

18. STATUTORY AUDITORS:

The Company’s Auditors, M/s. AMS & CO., Chartered Accountants (Registration No. 130878W), who were appointed with members approval as Statutory Auditors of the Company at 20^th Annual General Meeting (AGM) for the period of 1 year, will complete their present term on the conclusion of the ensuing 21^st AGM of the Company.

The Board of Directors of the Company (“the Board”), at its meeting held on 03^rd September, 2024, has considered the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company appointment of M/s. Valawat & Associates, Chartered Accountants (Registration No. 003623C), as Statutory Auditors of the Company in place of the Retiring Auditors, for a term of 1 year from the conclusion of this 20^th Annual General Meeting (AGM) until the conclusion of the 21^st AGM to be held in the year 2025, at such remuneration as may be mutually agreed between the Board of Directors/ Audit Committee of the company in consultation with the Statutory Auditors. The Auditors have confirmed that they are not disqualified from appointing and continuing as Auditors of the Company.

The Independent Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditor’s Report doesn’t contain any information in relation to fraud.

19. SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 the Company is required to undertake the Secretarial Audit pursuant to listing of equity shares on BSE Emerge Platform on 21^st December, 2023. The Company has appointed M/s. M K Saraswat

& Associates, Company Secretaries as Secretarial Auditor at the Board Meeting held on 30^th March, 2024 for the financial year 2023-2024.

The Secretarial Audit Report issued by M/s. M K Saraswat & Associates, Company Secretaries 2023-2024 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’.

20. INTERNAL AUDITOR:

According to the Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, pursuant to proposed listing of equity shares on BSE Emerge Platform on 21^st December, 2023; the Company is required to undertake the Internal Audit for the financial year 2023-2024.

The Company has appointed M7s. LEELA FINTECH SERVICES LLP, as Internal Auditor at the Board meeting on 13^th December, 2023 for the financial year 2023-2024.

The Internal Audit Report issued by M7s. LEELA FINTECH SERVICES LLP, for the financial year 2023-2024 does not contain any qualifications or adverse remarks.

21. BOARD’S COMMENT ON THE AUDITOR’S REPORT:a) Statutory Auditor:

There are no observations from statutory auditors in their report, the report is selfexplanatory and does not call for any further comment by the Board of Directors.

b) Internal Auditor:

There are no observations from internal auditors in their report, the report is selfexplanatory and does not call for any further comment by the Board of Directors.

c) Secretarial Auditor:

There are no observations from secretarial auditors in their report, the report is selfexplanatory and does not call for any further comment by the Board of Directors.

22. PUBLIC DEPOSITS:

The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

23. MAINTENANCE OF COST RECORDS:

The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.

24. CORPORATE GOVERNANCE REPORT:

The Company is listed on SME platform of Bombay Stock Exchange, provisions related to corporate governance are not applicable to the company.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company is listed on SME platform of Bombay Stock Exchange does not require to submit the secretarial compliance report for the financial year 2023-2024 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports 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 that no complaints were received during the year. The details of the Policy have been posted on the Company’s website www.benchmarksolution.com.

27. INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and 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 website www.benchmarksolution.com

28. MANAGERIAL REMUNERATION:

During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure -C’.

29. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure -D’.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Management Discussion and Analysis Report is given in ‘Annexure - E’ to the Directors Report.

31. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of familiarization programme for Independent Directors is given in ‘Annexure _-F”.

The details of the familiarization programme for independent directors have been posted on the Company’s website www.benchmarksolutio.com.

32. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The certificate of non-disqualification of directors for the Financial year 31st March, 2024, is annexed as ‘Annexure - G’.

33. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended March 31, 2024, were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note 33 to the Balance Sheet as on March 31, 2024.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read 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 technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

(? in Lakhs)
Particulars	Year ended March	Year ended March 31,
	31, 2024	2023
Foreign Exchange Earnings	389235.74	173170.39
Foreign Exchange Outgo	22808.00	263822.00

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

36. CORPORATE SOCIAL RESPONSIBILITY:

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 not apply to the Company.

37. INTERNAL CONTROLS:

The Company has in place adequate internal controls with reference its nature of business which meets 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 or operation were observed.

38. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Company’s internal financial controls are adequate and are operating effectively as intended.

39. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and 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 all applicable laws and that such systems were adequate and operating effectively.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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 in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Your director’s further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

44. INFORMATION TO SHAREHOLDERS:

a.	Annual General Meeting -	Date, Time, Venue
	Annual General Meeting	21st Annual General Meeting
	Day & Date	Monday, 30th September, 2024
	Time	12.30 p.m.
	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 on General Meetings, particulars of Directors seeking re-appointment at this AGM, the brief details are mentioned to the Notice of this AGM.

b. Listed on Stock Exchange:

The Company is listed on SME Platform of BSE Limited.

c. Re - Appointed of Director

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 2023-2024 on BSE post listing on 21^st December, 2024:

Month			High	Low		Closing
December 2023			89.04	69.91		87.46
January 2024			83.09	65.88		66.17
February 2024			67.45	66.00		66.00
March 2024			66.50	46.00		46.89
T	he Company got listed on BSE on 21st December, 2023: f. Distribution of Shareholding as on 31st March, 2024:
No. of Equity Shares held			No. of Shareholders	No. of Shares held		% in Equity Capital
5001 to 10000			2	1002		0.01
10001 to 20000			397	794000		11.57
30001 to 40000			42	168000		2.45
50001 to 100000			27	196000		2.86
100001 & above			27	5704998		83.11
	g. Shareholding Pattern as on 31st March, 2024:
	Sr. No.	Category of Shares			No. of Shares		% of total shares
	(A)	Promoter & Promoter Group:

		(a) Individuals/Hindu Undivided Family	49,59,900	72.26
		Sub Total:	49,59,900	72.26
	(B)	Public Shareholding:
		1. Institutions
		(a) Financial Institutions/Banks/Any Others	0	0.00
		(b) Foreign Institutional Investors	0	0.00
		2. Non-Institutions
		(a) Directors and their relatives (excluding Independent Directors and Nominee Directors)	0	0
		(b) Individuals	13,76,100	20.05
		(c) Trust	0	0
		(d) Hindu Undivided Family	146000	2.13
		(e) Non-Resident Indians (NRI)	22000	0.32
		(f) Bodies Corporate	360000	5.24
		Sub Total:	1904100	27.74
		GRAND TOTAL	6864000	100.00

h. Dematerialization of Shares:

As on March 31, 2024, 6864000 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance 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.

45. ACKNOWLEDGEMENT:

The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

The Directors appreciate & value the contribution made by every member of the company.