The Securities and Exchange Board of India (SEBI) has debarred SecureKloud Technologies promoters Suresh Venkatachari and R S Ramani from accessing the securities market for a period of two years. In an order dated July 31, 2026, the Quasi-Judicial Authority (QJA) also imposed a monetary penalty of ₹10 lakh on each promoter for engaging in insider trading while in possession of unpublished price-sensitive information (UPSI). The findings underscore severe breaches of fiduciary duty by senior leadership, impacting market integrity and investor trust in the listed entity.

The proceedings were initiated under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The QJA found that both promoters traded in the company’s shares between April 2017 and November 2019, a period designated as the UPSI window because the company was inflating its revenue and balance sheet size through fictitious transactions. The order cites violations of Section 12A(d) and 12A(e) of the SEBI Act and Regulation 4(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Trading Details and Violations

The order details specific transactions executed by the promoters during the UPSI period:

Suresh Venkatachari, who served as Managing Director, CEO, and Chairman, transferred shares off-market to Quantum Global Securities Limited, KSBL Securities Limited, and Mr. Ashish Nanda. He also pledged shares with IFCI Limited, which subsequently invoked the pledge due to falling share prices. The QJA rejected his defense that these were bona fide financing arrangements or unauthorized transfers, noting he failed to demonstrate innocence under the proviso to Regulation 4(1).

R S Ramani, the Whole Time Director and CFO, sold shares on the BSE and NSE. He claimed the proceeds were used for personal retirement planning and loans to the company. However, the QJA found that only ₹43.5 crore of the ₹110 crore realized was utilized for the company, with the remainder used for personal investments and loans to third parties. This utilization pattern undermined his claim of bona fide intent.

Disgorgement and Third Party Noticee

The QJA declined to order disgorgement of wrongful gains at this stage. It noted that the calculation methodology in the Show Cause Notice did not reasonably approximate the loss avoided, given the long UPSI period and fluctuating share prices unrelated solely to the UPSI disclosure. SEBI may pursue fresh proceedings for disgorgement after empirical analysis.

The allegations against third noticee M V Bhaskar were disposed of without direction. The QJA found insufficient evidence to prove he was an insider or had access to UPSI, as he had resigned from the board in 2013 and was not involved in company affairs during the relevant period.

What the Numbers Show

The order highlights a stark divergence between reported financial health and actual performance. During FY2015-16 to FY2018-19, consolidated revenue rose from ₹271.93 crore to ₹850.39 crore due to fictitious bookings. Once the fraud was exposed, revenue dropped to ₹386.43 crore in FY2019-20. Similarly, the balance sheet size inflated from ₹44.76 crore in March 2013 to ₹997.99 crore in March 2019, before being wiped off by ₹755.17 crore in a single year following write-offs. The promoters’ trading activity coincided with this artificial inflation, allowing them to exit positions at artificially high prices before the true financial state became public knowledge.

R S Ramani, a promoter of securekloud technologies , has declared that no encumbrance on shares was created during the financial year ending March 31, 2026. The disclosure confirms that neither Ramani nor persons acting in concert (PAC) established any new charges on shares, other than those previously disclosed to the exchanges.

The declaration was submitted to the stock exchanges in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This regulation requires promoters to provide annual confirmation regarding the status of encumbrances on their holdings.

Regulatory Filing Details

The communication addressed to the Deputy General Manager of BSE Limited and the General Manager of the Listing Department at National Stock Exchange India Limited outlined the promoter's compliance status for the specified period.

The letter was dated April 7, 2026, and was copied to the Audit Committee of SecureKloud Technologies Limited. The filing serves as a formal confirmation to the exchanges regarding the absence of fresh encumbrances on the promoter's shareholding during FY26.