Securekloud Technologies Ltd

Securekloud Technologies Ltd: Trading window closed from Oct 01, 2026 till 48 hours after the declaration of the unaudited standalone and consolidated results for the quarter and half year ended Sep 30, 2026

AGM Details

• AGM held on 25 September 2026; conducted via VC/OAVM.
• Start time 10:00 AM; end time 10:18 AM.
• Mode: VC/OAVM; e-voting cut-off date 18 September 2026.

Key Resolutions

• Resolution 1: Ordinary; adopt standalone and consolidated financial statements for year ended March 31, 2026.
• Resolution 2: Ordinary; re-appoint director Vijaykumar Mayakesavan by rotation.
• Resolution 3: Ordinary; ratify Securities Exchange Agreement with Healthcare Triangle Inc., USA.
• Resolution 4: Ordinary; approve related party transaction with Healthcare Triangle Pvt Ltd and Healthcare Triangle Inc. for FY26-27.

Voting Results

• Resolution 1 passed; 99.99% in favour, 0.01% against.
• Resolution 2 passed; 99.99% in favour, 0.01% against.
• Resolution 3 passed; 98.54% in favour, 1.46% against; 1 abstention by related party.
• Resolution 4 passed; 98.54% in favour, 1.46% against; 1 abstention by related party.

Dividend

• Dividend: no dividend proposed or declared.

Director Changes

• Director changes: Vijaykumar Mayakesavan re-appointed by rotation.

Auditor Appointments

• Auditors: no changes disclosed.

Material Related Party Transactions

• RPT: Securities Exchange Agreement with Healthcare Triangle Inc., USA ratified.
• RPT: Related party transaction with Healthcare Triangle Pvt Ltd and Healthcare Triangle Inc., USA approved for FY26-27.

Other Material Approvals

• No other material approvals reported.

agm details

• AGM held Sep 25, 2026 at 10:00 IST via VC/OAVM.

resolutions put to vote

• Adoption of standalone and consolidated financial statements for the year ended March 31, 2026.
• Re-appointment of Vijaykumar Mayakesavan by rotation.
• Ratification of Securities Exchange Agreement with Healthcare Triangle Inc., USA.
• Approval of material related party transaction with Healthcare Triangle Pvt Ltd and Healthcare Triangle Inc., USA for FY26-27.
• Voting results to be disseminated within two working days.

director changes

• Director by rotation; eligible for re-appointment; term not disclosed.

auditors

• Statutory Auditor present; no change announced.

material related party transactions

• Ratified exchange agreement with Healthcare Triangle Inc., USA.
• Approved FY26-27 related party transaction between Healthcare Triangle Pvt Ltd and Healthcare Triangle Inc., USA.

AGM notice and e-voting details

• 41st AGM for FY2025-26 scheduled on Sep 25, 2026 via VC/OAVM.
• Annual Report 2025-26 accessible online; e-copy sent to shareholders with registered emails.
• Shareholders with unregistered emails informed by letter with AGM report weblink.
• Notice and Annual Report available on company website and exchange portals.
• E-voting: cut-off date Sep 18, 2026; starts Sep 22, 2026 09:00; ends Sep 24, 2026 17:00.
• Shareholders urged to update email IDs and dematerialize physical holdings.
• Registrar and Transfer Agent: Adroit Corporate Services; contact details provided.
• No material governance changes or approvals disclosed beyond AGM communications.
• Physical copies of the Annual Report available on request from Adroit Corporate Services.

Financial snapshot FY26

• Standalone revenue ₹2,244.63 L; standalone PAT loss ₹12,960.73 L; EPS ₹-38.79.
• Consolidated revenue ₹3,747.78 L; consolidated total comprehensive loss ₹13,959.54 L.
• One-time items: impairment ₹12,862.37 L; write-off ₹10,112.19 L; unrecoverable receivables ₹2,608.17 L.
• Current liabilities exceed assets by ₹4,402 L; going-concern risk disclosed.
• Net debt ₹5,638.82 L; net debt to equity −0.72; cash ₹347.82 L.

Strategic highlights & product updates

• DocuGenie.AI listed on Google Cloud Marketplace; CERT-In empanelled.
• iCMS launched; strengthens Cloud Managed Services portfolio.
• AWS and Redington partnerships expand AI ecosystem; EdTech focus.
• Best AI & Cloud Automation Company of the Year 2026 awarded.
• NBFC sector traction: 120+ opportunities and 20 POCs.
• Strategic partnerships with AWS and Redington expand market reach.
• DPDP compliance and GDPR readiness underway.

Subsidiaries & impairment

• USA subsidiary SecureKloud Inc. bankrupt; investments and receivables written off.
• Canada and other subs: Blockedge Technologies Inc., Mentor Minds Solutions, Healthcare Triangle Private Limited continue.
• Dividend: no dividend declared for FY26.
• Board changes: Rajaratnam appointed Independent Director Aug 14, 2025; Basuvaiah and Srimathi appointed Feb 12, 2026.
• Resignations: Sampath Kumar (Aug 13, 2025); Panchi Samuthirakani (Dec 31, 2025).
• Independent Directors meeting held Mar 27, 2026.

Governance & audit

• Statutory auditors: K. Gopal Rao & Co; no qualifications; going concern emphasis.
• Secretarial audit flagged delays in standalone XBRL filing and GST disclosure; remedial actions noted.
• Independent Directors held separate meeting on 27 Mar 2026.
• 41st AGM scheduled Sept 25, 2026 via VC/OAVM; remote e-voting window Sept 22–24.
• D&O insurance renewed; governance framework in place.
• Code of conduct affirmed; compliance declarations filed.

Capital structure & liquidity

• Equity share capital ₹1,670.53 L; authorised ₹3,000 L.
• Total borrowings ₹5,986.64 L; current ₹2,383.47 L; non-current ₹3,151.61 L.
• Net debt to equity ratio −0.72; cash ₹347.82 L; net debt ₹5,638.82 L.

Geography & segments

• Geography revenue: USA ₹1,305.85 L; India ₹2,408.05 L; Canada ₹33.88 L.
• Consolidated mix: Managed Services ₹3,314 L (88.4%); Software Services ₹434 L (11.6%).

Related party transactions

• Material RPT with Healthcare Triangle Inc; sale of services ₹757.91 L in FY26.
• RPT with Healthcare Triangle Private Limited ₹252.41 L; ₹336 L advances.
• Promoter Suresh Venkatachari holds 20,000 Series A preferred stock in HCTI.
• Proposed RPT with HCTI (FY2026‑27) valued at ₹2,700 L; 72% of prior consolidated turnover.

Outlook & risks

• Strategy focuses on scaling DocuGenie.AI and expanding iCMS across geographies.
• Risks: cash burn, regulatory actions, currency volatility, and competitive pressure.

AGM Details

• 41st AGM on 25 Sep 2026 at 10:00 IST via VC/OAVM.
• Cut-off date for voting: 18 Sep 2026.
• E-voting window: 22 Sep 2026 9:00 AM to 24 Sep 2026 5:00 PM.

Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for FY2025-26.
• Ordinary: Re-appointment of Vijaykumar Mayakesavan, retiring by rotation; eligible for re-appointment.
• Ordinary: Ratify Securities Exchange Agreement with HCTI; issue of HCTI shares to Blockedge; ₹2,700 Lakhs.
• Ordinary: Approve material related party transaction between HTPL and HCTI for FY2026-27; ₹2,500 Lakhs.

Related Party Transactions

• RPT: HCTI-related; HTPL to transact with HCTI; arm's length; ₹2,700 Lakhs proposed.
• RPT: HTPL–HCTI for FY2026-27; ₹2,500 Lakhs; HTPL/HCTI related; arm's length.

Director Changes

• Re-appointment of Vijaykumar Mayakesavan; retiring by rotation; NIL remuneration.

Financial results approved

• Unaudited standalone and consolidated Q1FY27 results approved with limited review report for quarter ended June 30, 2026.

AGM notice issued

• Notice to convene 41st AGM on Sept 25, 2026 via VC/OAVM approved.

Make-whole share issuance to HCTI

• Make-whole: HCTI to issue 2,828,167 common shares to the Company or Blockedge; approx INR 42 crore.
• Related party transaction; governed by market price.

Going concern and financial position

• Standalone going concern risk: CL>Assets by INR 1,551.23 lakhs; Consolidated by INR 3,251 lakhs.

Regulatory actions and penalties

• SEBI orders restrain promoters from market access for two years; penalties INR 10 lakhs each.

Promoter shareholding impact

• Promoter RS Ramani shareholding reduced from 1.39% to 1.23% due to SEBI sale proceeds.

Auditor emphasis of matter

• Emphasis of matter: material uncertainty on going concern; opinion not modified.

Contingent liabilities disclosed

• Contingent liabilities under GST and Income Tax, appellate outcomes pending; cash outflow timing not ascertainable.

SEBI action

• SEBI Recovery Officer issued prohibitory orders dated Aug 3, 2026 against promoters Suresh Venkatachari and RS Ramani.
• Orders prohibit disposal of all properties; require disclosure of assets within two weeks.
• Recovery Certificates: 8710/2025 (Suresh) for Rs 3,87,01,000; 8709/2025 (Ramani) for Rs 2,58,01,000.
• Banks and mutual funds directed to remit amounts to SEBI; demat accounts and funds attached.
• Order communicated to defaulters on Aug 7, 2026; issued by SEBI Southern Regional Office, Chennai.

Meeting Details

• Date: August 10, 2026; time and venue not disclosed.

Key Agenda Items

• Approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.
• Submit unaudited financial results and Limited Review Report by statutory auditor.

Other Notes

• Trading window remains closed; opens 48 hours after results announcement.

Dematerialisation processing status

• Securities received for dematerialisation were confirmed to depositories (accepted/rejected) in quarter ended 30 June 2026.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical dematerialisation certificates were mutilated and cancelled after verification; depository's name substituted as registered owner within 15 days.