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Company Information

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BENCHMARK COMPUTER SOLUTIONS LTD.

16 December 2025 | 12:00

Industry >> IT Equipments & Peripherals

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ISIN No INE0Q2Z01013 BSE Code / NSE Code 544052 / BENCHMARK Book Value (Rs.) 36.98 Face Value 10.00
Bookclosure 30/09/2024 52Week High 48 EPS 2.48 P/E 12.72
Market Cap. 21.62 Cr. 52Week Low 24 P/BV / Div Yield (%) 0.85 / 0.00 Market Lot 2,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors have pleasure in presenting the 22nd 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 03rd September, 2024, and Annual General
Meeting held on 30th 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 22nd 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 18th 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 18th 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 31st 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 31st 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 1st April, 2024 to 31st March, 2025.

9. TRANSMISSION OF SHARES:

There was no transmission of shares during the period starting from 1st April, 2024 to 31st 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.
04th September, 2024

b. Ms. Mona Mukund Bhide was appointed as Additional Director (in the category of Independent
Director) of the Company w.e.f. 03rd September, 2024 and was regularized as a director (in the
category of Independent Director) for the consecutive term of five years, i.e., from 03rd
September, 2024 to 02nd September, 2029 (both days inclusive) in the Annual General Meeting
held on 30th 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 17th July, 2023 has constituted 3 (Three) Committees:
namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and re-constituted on 08th February, 2024 and on 3rd 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 28th May, 2024, 03rd September, 2024,
14th November, 2024 and 11th 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
04th 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 03rd September, 2024 and 11th March, 2025. The
necessary quorum was present at the meeting.

The Committee has been re-constituted in the Board Meeting held on 03rd 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: accounts@benchmarksolution.com

info@benchmarksolution.com 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 31st 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 16th 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 16th 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 21st Annual General Meeting (AGM) for the period of 1 year, will complete their present term
on the conclusion of the ensuing 22nd AGM of the Company.

The Board of Directors of the Company (“the Board”), at its meeting held on 18th 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 22nd Annual General Meeting (AGM) until the
conclusion of the 26th 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
03rd 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 03rd 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 31st 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 31st 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