Securekloud Technologies Ltd

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.

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.

Management Change

• Mr. K. Murali appointed Senior Management Personnel, Associate Vice President, HR & Operations, effective February 12, 2026.
• Appointment approved by Board and Nomination Committee as a promotion.
• Mr. Murali has 18+ years of experience in operations leadership across HR, finance, procurement, IT, and vendor management.
• No disclosed relationship with other directors or management.

Appointment of Independent Directors

• Mr. Duraiswamy Basuvaiah appointed Additional Independent Director (Non-Executive) effective February 12, 2026, for 5 years until February 11, 2031, subject to shareholder approval.
• Mrs. Annaganalaur Srimathi Venkata Narayanan appointed Additional Independent Director (Non-Executive) effective February 12, 2026, for 5 years until February 11, 2031, subject to shareholder approval.

Profiles of Appointees

• Mr. Duraiswamy Basuvaiah has 30+ years in academic leadership; Principal & Professor at JSS College of Pharmacy; expertise in governance and risk oversight.
• Mrs. Annaganalaur Srimathi Venkata Narayanan has 14+ years in academic governance; holds M.A. and M.Phil in Economics; experienced in compliance and ESG initiatives.

Relationships and Compliance

• Both appointees serve as Independent Directors at California Software Company Limited and are not related to other directors or KMPs.
• Neither appointee is debarred or disqualified by SEBI or other authorities.

Financial Performance 📊

• Approved unaudited standalone and consolidated financial results for Q3 ended December 31, 2025.
• Standalone net loss of INR 203.50 lakhs and consolidated net loss of INR 214.27 lakhs for Q3.
• Consolidated results include exceptional items from US subsidiary bankruptcy impairment and provisions.
• Auditor issued unmodified limited review reports with emphasis on going concern doubt due to operating losses.

Corporate Actions 📍

• Write-off of investment and receivables from SecureKloud Technologies Inc., USA, subject to RBI approval.
• Reconstituted Audit, Nomination & Remuneration, and Stakeholder Relationship Committees with new independent directors.

Appointments and Management Changes

• Appointed Mr. Duraiswamy Basuvaiah and Mrs. Annaganalaur Srimathi Venkata Narayanan as Independent Directors for five years from Feb 12, 2026, subject to shareholder approval.
• Designated Mr. K. Murali as Senior Management Personnel effective Feb 12, 2026.

Regulatory and Legal Matters ⚠️

• US subsidiary filed Chapter 7 bankruptcy June 14, 2025; final court decree January 14, 2026.
• SEBI penalty appeal of INR 400 lakhs under hearing; stay granted after 50% penalty deposit.

Other Business Updates

• Consolidated financials exclude Healthcare Triangle, Inc. after asset acquisition by subsidiary Healthcare Triangle Private Limited.