SecureKloud Technologies has scheduled its 41st Annual General Meeting for September 25, 2026. The meeting will focus on adopting financial statements for FY26 and approving significant related-party transactions involving its US operations.

The company will hold the meeting via video conferencing or other audio-visual means. Shareholders holding shares as of the cut-off date, September 18, 2026, are eligible to vote. Remote e-voting will be open from September 22 to September 24, 2026.

Key Agenda Items

The board has placed two special business resolutions before shareholders for approval as ordinary resolutions:

• Ratification of Securities Exchange Agreement: Approval for a securities exchange agreement with Healthcare Triangle Inc (HCTI), valued at up to ₹2,700 lakhs. This transaction involves the issuance of HCTI common stock to Blockedge Technologies Inc, a wholly-owned subsidiary of SecureKloud. The agreement aims to compensate for economic dilution resulting from reverse stock splits by HCTI, which previously reduced the value of SecureKloud’s investment following the bankruptcy of its US subsidiary, SecureKloud Technologies Inc.

• Approval of Material Related Party Transaction: Omnibus approval for transactions between Healthcare Triangle Private Limited (HTPL), a wholly-owned subsidiary, and HCTI for FY27. The aggregate value is capped at ₹2,500 lakhs. These transactions involve the sale of services and other business activities in the ordinary course of business at arm's length prices.

What the Numbers Show

The proposed transactions represent a significant portion of the group's recent turnover. The ₹2,700 lakh share swap with HCTI equals 72% of SecureKloud’s annual consolidated turnover for FY26. Similarly, the ₹2,500 lakh service agreement between HTPL and HCTI accounts for 66.71% of the listed entity's consolidated turnover for the same period. This indicates a high concentration of exposure to the Healthcare Triangle ecosystem in the upcoming fiscal year.

Director Reappointment

Mr. Vijaykumar Mayakesavan retires by rotation and offers himself for reappointment. He has attended all seven board meetings held during the year and does not hold any shares in the company. His remuneration remains nil, though he is entitled to sitting fees as per policy.

Voting Details

Shareholders can cast votes electronically through Central Depository Services (India) Limited. The facility for appointment of proxies is not available for this virtual meeting.

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.