To,

The Shareholders,

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.

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

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.

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.

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:

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.

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.

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:

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.

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

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

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.

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.

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:

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:

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.

The following table shows the nature of complaints received from the shareholders during the years 2024-2025.

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

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.

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.

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

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

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/

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.

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'.

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.

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.

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.

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.

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.

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

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

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.

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/.

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/.

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

The Company is listed on SME Platform of BSE Limited.

The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the ‘Annexure- A' to the Notice of this AGM.

BSE Scrip Name: 544052

Depository Connectivity: NSDL & CDSL

ISIN Number for equity shares of the Company: INE0Q2Z01013

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

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.

No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.

The are no shares in suspense account.