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SECUREKLOUD TECHNOLOGIES LTD.

06 February 2026 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE650K01021 BSE Code / NSE Code 512161 / SECURKLOUD Book Value (Rs.) -3.06 Face Value 5.00
Bookclosure 30/09/2021 52Week High 34 EPS 0.00 P/E 0.00
Market Cap. 72.70 Cr. 52Week Low 16 P/BV / Div Yield (%) -7.11 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors of SecureKloud Technologies Limited (“the Company”) have pleasure in presenting the
Fortieth ( 40th ) Annual Report on the business and operations for the year ended March 31, 2025 along with the
Audited Financial Statements (Standalone and Consolidated).

Financial Performance

The financial performance of the Company for the year ended March 31, 2025 and March 31, 2024 is summarized
below:

Standalone

Consolidated

Particulars

2024-25

2023-24

2024-25

2023-24

Revenue from operations

4,683

5,023

16,767

34,032

Earnings Before Interest, Depreciation and Amortization

760

886

(2,434)

(6,231)

Interest

493

508

1,615

1543

Depreciation and Amortization

254

282

790

1737

Profit / (Loss) Before Tax (PBT) before Exceptional Item

182

96

(4,544)

(9,511)

Exceptional Item

1,081

2,833

-

-

Profit / (Loss) Before Tax (PBT) After Exceptional Item

(898)

(2,737)

(4,544)

(9,511)

Profit / (Loss) After Tax (PAT) before Minority Interest

(937)

(2,781)

(4,583)

(9,582)

Total comprehensive income / (loss)

(913)

(2,769)

(4,559)

(9,570)

Total comprehensive income/ (loss) attributable to
Owners of the company

(937)

(2,769)

(1,367)

(3,629)

The Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31,
2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry
of Corporate Affairs and as amended from time to time.

Review of Business Operations and Performance

The Company has reported consolidated revenue from operations of f 16,767 lakhs for the Financial Year 2025,
with a substantial fall in revenue due to certain healthcare projects coming to an end in Financial Year 2025 and on
account of loss of few customers. The loss before taxes had marginally come down during the Financial Year 2025
to f 4,544 lakhs as compared to f 9,511 lakhs during the Financial Year 2024.

The Company has reported a revenue of f 4,683 Lakhs for the Financial Year 2025 as against f 5,023 Lakhs
for the Financial Year 2024 on a standalone basis. The operations had yielded a reduced loss of f 898 Lakhs for the
Financial Year 2025 as against f 2,737 Lakhs for the Financial Year 2024 on account of certain austerity measures
adopted by the management.

Management Discussion and Analysis

Management Discussion and Analysis as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI listing regulations”) is provided separately as
Annexure VI to this report.

Share Capital

The Company has only one class of equity shares of par value f 5 each. The authorised share capital as on March 31,
2025 was f 30,00,00,000 divided into 6,00,00,000 equity shares of f 5 each. The paid-up share capital as on
March 31, 2025 was f 16,70,53,025 divided into 3,34,10,605 equity shares of f 5 each.

Transfer to Reserve

Your Company has not made any transfer of amounts to General Reserve during the year.

Material Changes affecting the Financial Position of the Company

SecureKloud Technologies, Inc, a subsidiary of the Company, filed for bankruptcy proceedings under Chapter 7 of the
bankruptcy laws of the United States. The Company has made a provision of f 2,608 lakhs relating to accounts receivable
from SecureKloud Technologies, Inc for the quarter ended June 30, 2025, in accordance with the requirements of Ind-AS
109 - Financial Instruments. Additionally, the Company also provided for f 10,112 lakhs for impairment of the investment in
the said subsidiary for the quarter ended June 30, 2025, in accordance with Ind AS 36 - Impairment of Assets and thus has
impaired a total sum of f 11,860 Lakhs of investment in the said Subsidiary.

The Company intends to propose a resolution for Approval under Section 180(1)(a) of the Companies Act, 2013
(“The Act”) and Regulation 24(5) and 24(6) of the SEBI Listing Regulations, to sell and dispose of assets held in /
of Securekloud Technologies Inc. (“Subsidiary”) at the ensuing Annual General Meeting (AGM), forming part of the
AGM Notice.

Dividend

Due to inadequacy of profits, the Board has not recommended any dividend for the Financial Year 2024-25.

Public Deposits

Your Company has neither accepted any deposits from the public nor accepted any amounts which are deemed
to be deposits within the meaning of sections 73 to 76 of the Act (as amended) and the Rules made thereunder, to
the extent applicable.

Pursuant to the Ministry of Corporate Affairs (MCA) notification amending the Companies (Acceptance of Deposits)
Rules, 2014, the Company has filed with the Registrar of Companies (ROC) the requisite forms for outstanding
receipt of money/loan by the Company, which is not considered as deposits.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the year, the Company transferred, the unclaimed dividend amounting to f 0.70 Lakhs and the corresponding
9,291 equity shares, to the Investor Education and Protection Fund (I EPF). Despite best efforts, the Company could
not reconcile the required information from the Bankers within the prescribed timelines and hence there were
invariable delay in compliances.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written
request to the Company at
cs@securekloud.com or to the Company’s Registrar and Transfer Agent Adroit
Corporate Services Pvt. Ltd., 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makhwana Road, Marol Naka, Andheri ( E )
Mumbai 400 059.

Details of shares transferred to IEPF Authority and the procedure for claiming shares from IEPF are available
on the website of the Company. The same can be accessed through the link:

https/// www.securekloud.com/details-of-unclaimed-dividend. The said details have also been uploaded on

the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

Particulars of Loans, Guarantees or Investments

Your Company has given corporate guarantee on behalf of its subsidiary, SecureKloud Technologies Inc and
step-down subsidiary, Healthcare Triangle Inc for facilitating business needs. The outstanding amount as on March
31,2025 is as below:

Name of the subsidiary

Outstanding Value of loan as on March 31, 2025

SecureKloud Technologies Inc

1,129

Healthcare Triangle Inc and Devcool Inc

662

Total

1,791

Value of Guarantee

4,250

Loans, guarantees and investments covered under Section 186 of the Act and Regulation and regulation 34(3) and
Schedule V of the SEBI Listing Regulations form part of the notes to the Financial Statements provided in this
Annual Report.

Unsecured Loan from Directors

During the year under review, the Company has accepted an unsecured loan from Mr. Suresh Venkatachari, who
has provided a declaration in writing to that effect that the amount is not been given out of funds acquired by him
by borrowing or accepting loans or deposits from others.

The outstanding unsecured loan from directors as on March 31,2025 is as under

S.no

Name of the Director

Outstanding Value of loan as on March 31,2025

1.

Mr. R S Ramani1

3,137

2.

Mr. Suresh Venkatachari

149

Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014

There was no instance of one-time settlement with any bank or financial institution.

Compliance Culture

Your Company continues to promote a culture in which compliance with laws, the internal regulations and market
standards is seen as an integral part of doing business. At its core, compliance culture of the Company is guided
and supported by many people to create an environment in which everyone can say and do the right thing. The
Company believes that a successful compliance culture does not view training as a once and done exercise, but as
a continual process aimed at closing knowledge gaps and upskilling employees.

Board and Committee Meetings

The Board met nine (9) times during the Financial Year 2024-25. The details regarding the Board meetings and
Committee meetings are given separately in the report on Corporate Governance as
Annexure III to this report.
The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Act
and SEBI Listing Regulations.

Committees of the Board

The details of the powers, functions, composition, and meetings of the Committees of the Board held during the
year are given in the Report in the Corporate Governance section forming part of the Annual Report.

Separate Meeting of Independent Directors

During the year, a separate meeting of independent directors was held on March 28, 2025. The Independent
Directors actively participated and provided guidance to the Company in all its spheres.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company provides for the roles and responsibilities of the
Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the
Directors and senior management. Further, as per the policy, the said Committee identify potential candidates
with integrity, possessing relevant skill set, expertise and experience for becoming members of the Board and
determining the composition of the Board based on the need and requirements of the Company from time to
time to bring out diversity in the Board and also identify persons to be recruited in the senior management of the
Company and ensure the compensation packages and other human resource practices are effective in maintaining
a competent workforce and make recommendations relating thereto. The remuneration policy is available on the
website of the Company at
https//vww.securekloud.com/investor/policies/8 Nomination-and-Remuneration-

Policy.pdf.

Subsidiary Companies

The shares held by the Company in its Subsidiaries / Step-down Subsidiaries as at March 31,2025 are as follows:

S.

No

Name of the Company

Relationship

% of shares held

Remarks

1

SecureKloud Technologies
Inc. (USA)

Subsidiary

60.71%

(a)

SecureKloud Technologies
Inc. (Canada)

Step-down subsidiary

SecureKloud Tech¬
nologies Inc. holds
100%

(b)

Nexage Technologies Inc.

Step-down subsidiary

SecureKloud Technol¬
ogies Inc. holds 100%

2

Healthcare Triangle Inc.

Subsidiary

SecureKloud Tech¬
nologies Inc. holds
5.64%

The Company, through its
promoter, held majority
voting rights without
participation in equity

(a)

Devcool Inc.

Step-down subsidiary

Healthcare Triangle
Inc holds 100%

3

Blockedge Technologies Inc.

Subsidiary

100%

4

Mentor Minds Solutions and
Services Inc.

Subsidiary

100%

5

Healthcare Triangle Private
Limited

Subsidiary

99.99%

The Company, in consequence to few corporate actions, has acquired controlling interest in the following entities,
through its Subsidiary viz. Healthcare Triangle Inc., after the close of Financial Year and as on the date of this Report:

S. No

Name of the Company

Relationship

% of shares held

1

QuantumNexis Inc.

Step-down subsidiary

Healthcare Triangle Inc holds 100%

2

QuantumNexis Sdn Bhd

Step-down subsidiary

QuantumNexis Inc. holds 80%

3

Ezovion Solution P Ltd

Step-down subsidiary

QuantumNexis Inc. holds 100%

A statement under Section 129 (3) of the Act in form AOC-1 is attached as Annexure IV to this report. The statement
also provides details of performance and financial position of each of the subsidiaries, associate and joint venture.
There has been no material change in the nature of business of subsidiaries.

Consolidated Accounts

The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of Section 129
of the Act read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI Listing Regulations. The Audited
Consolidated Financial Statements together with the Auditor’s Report forms part of the Annual Report.

Conservation of Energy

Your Company is a Software Company and hence the operations of the Company are not energy intensive. The
Company employs energy efficient computers and office equipment. The Company is conscious about environment
protection and energy conservation and strives to evolve new technologies to see to that, the infrastructure is more
energy efficient.

Various practices have been implemented, such as adjusting AC temperature settings, monitoring AC systems
based on occupancy, seasonal adjustments to AC temperatures, and shutting down unused lights and equipment
on respective floors, all of which are rigorously monitored and enforced. Also implementing regular checks to
power down monitors and machinery during non-operational hours and weekends to reduce IT equipment power
consumption.

Technology Absorption

The Company has always adopted the latest trends and best practices to build capability in new and emerging
technologies. To encourage a culture of innovation in solving industry challenges, the Company strived to
strengthen our collaboration with healthcare and life sciences enterprises and have institutionalized programs that
encourage employees to contribute ideas. The company has used technology to improve the work experience
of the resources and ensure efficient delivery to the customers by migrating critical applications to the cloud and
ensuring adequate business continuity. The Company’s operations do not require significant import of technology.

Foreign Exchange

Particulars

as on March 31,2025

Earnings in foreign exchange

2,863.76

Foreign exchange outflow

-

Internal Financial Controls

The Company has formulated a framework on internal financial controls and laid down policies and procedures
commensurate with the size and nature of its operations pertaining to financial reporting. In accordance with
Rule 8 (5) (/iii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to
monitor business processes, financial reporting and compliance with applicable regulations and they are operating
effectively. The systems are periodically reviewed by the Audit Committee of the Board, for identification of
deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also
reviews the observations forming part of internal auditors’ report, key issues and areas of improvement, significant
processes and accounting policies.

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has formulated a policy on prevention of sexual harassment at workplace and has put in place
a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory
employment practices for all genders. The Company has constituted Internal Complaints Committee which is
responsible for redressal of complaints related to sexual harassment.

Further disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been provided in detail under the Corporate Governance Report. The Policy is also uploaded on the
website of the company which can be viewed at
https//vww.securekloud.com/investor/policies/Sexual-
Harrasment-Prevention-Policy-and-Process-3.0.pd
.

Disclosure under the Maternity Benefit Act, 1961

Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

Directors and Key Managerial Personnel

As on date of this report, the Board comprises of Six directors, out of which three are Independent Directors and
the Chairman of the Board is an Executive Director. The details of each member of the Board as on the date of this
report forms part of Corporate Governance report. During the year under review, the following changes were made
to the Board and Key Managerial Personnel:

Appointments:

• Ms. Jayashree Vasudevan has been appointed as the Company Secretary and Compliance Officer of the
Company with effect from May 13, 2024.

• Mr. Venkateswaran Krishnamurthy was appointed as the Whole-time Director of the Company with
effect from January 2, 2025.

• Mrs. Jayanthi Talluri was appointed as an Independent Director of the Company with effect from
January 2, 2025.

Resignations:

• Ms. Roshini Selvakumar, Company Secretary and Compliance Officer resigned from her position with
effect from May 9, 2024.

• Mr. Srinivas Mahankali resigned from the position of Whole-time Director and Chief Business Officer with effect from
January 2, 2025.

• Mr. Biju Chandran resigned from the position of Independent Director with effect from January 2, 2025.

Further details are captured separately in the Corporate Governance report.

Director liable to retire by rotation

Pursuant to Section 152 of the Act, Mr. Suresh Venkatachari (DIN:00365522), Chairman, Director & Chief Executive
Officer is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks
re-appointment. The Board of Directors on the recommendation of Nomination and Remuneration Committee (‘NRC’),
recommended his re-appointment for consideration by the Members at the ensuing AGM.

The following are the Key Managerial Personnel (KMP’s) of the Company as on March 31, 2025:

• Mr. Suresh Venkatachari, Chairman and Chief Executive Officer (CEO)

• Mr.Venkateswaran Krishnamurthy2, Whole-time Director and Chief Revenue Officer (CRO)

• Mr. Ramachandran Soundararajan, Chief Financial Officer

• Mrs.Jayashree Vasudevan3, Company Secretary and Compliance Officer

Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM as stipulated
under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI
Listing Regulations, are separately disclosed in the Notice of ensuing AGM.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors
of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Independent Directors

The Board of Directors of your Company comprises optimal number of Independent Directors. The following
Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the SEBI Listing Regulations and
Section 149(6) of the Act:

1. Mr. V V Sampath Kumar (DIN:00879266)

2. Mrs. Panchi Samuthirakani (DIN:09205373)

3. Mrs.Jayanthi Talluri4 (DIN: 09272993)

Declaration by Independent Directors

The Company has received declaration of independence from the Independent Directors under Section 149(6)
of the Act, and Regulation 16 (1) (b) and Regulation 25 of the SEBI Listing Regulations confirming that they meet
the criteria of independence which has been duly evaluated by the Board. The Board is of the opinion that the
Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold
highest standards of integrity (including the proficiency) and fulfill the conditions specified in the Act read with
Rules made thereunder and SEBI Listing Regulations and are eligible & independent of the management. Further,
all the independent directors have confirmed that they have registered themselves on the Independent Director’s
data bank maintained by the Indian Institute of Corporate Affairs as mandated by Companies (Appointment and
Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent
Directors prescribed in Schedule IV to the Act, and in the opinion of the Board, the Independent Director(s)
appointed during the year are persons of integrity, expertise and experience (including the proficiency).

Familiarization Program for Independent Directors

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to
familiarize Independent Directors on our Board with the business of the Company, industry in which the Company
operates, business model, challenges etc. through various programs which includes interaction with subject matter
experts within the Company, meetings with our business leads and functional heads on a regular basis.

The familiarization program and other disclosures as specified under the SEBI Listing Regulations is available
on the Company’s website at
https//vww.securekloud.com/investor/policies/3 Familiarisation-Program-for-

Independent-Directors.pd .

Particulars of Employees

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to
the median of employees’ remuneration as required under Section 197 (12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of
Annexure II (a)
to this Report.

A statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as
Annexure II (b).

Report on Corporate Governance

Pursuant to Regulation 34 (3) and Schedule V of SEBI Listing Regulations, the Corporate Governance Report
forms an integral part and has been enclosed as
Annexure III to this Report.

A Certificate from V. Vasumathy & Associates, Company Secretary in practice, on the compliance with the
conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is attached as
Annexure III (c)
to this Report. The response from management for qualifications made by the Company Secretary is incorporated
at appropriate places.

Auditors
Statutory Audit

M/s. K. Gopal Rao & Co., Chartered Accountants (Firm Registration No. 000956S) were appointed as the Statutory
Auditors of the Company for a term of five years, from the conclusion of the 35th Annual General Meeting (AGM)
held on September 30, 2020, until the conclusion of the 40th AGM to be held in 2025.

Consequently, M/s. K. Gopal Rao & Co., Chartered Accountants, complete their first term of five consecutive years
as the Statutory Auditors of the Company at the conclusion of 40th AGM of the Company.

Pursuant to Section 139(2) of the Act, the company can appoint an auditor’s firm for a second term of five
consecutive years. M/s. K. Gopal Rao & Co., Chartered Accountants, have consented to the said reappointment,
and conf
irmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the
Act. They have further confirmed that they are not disqualified to be reappointed as Statutory Auditor in terms of
the provisions of the Act, and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from
time to time. The Auditors have further confirmed that they have undergone the peer review process conducted by
the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board
of the ICAI.

Based on the recommendation of the Audit Committee, the Board is of the opinion that continuation of
M/s. K. Gopal Rao & Co., Chartered Accountants, as Statutory Auditors will be in the best interests of the Company

and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company,
for a second term of five years, from the conclusion of the ensuing AGM, till the 45th AGM to be held in the
calendar year 2030, at such remuneration mutually agreed and approved by the Board.

The Auditors’ Report for the Financial Year ended March 31, 2025, does not contain any qualification, reservation, or
adverse remark, except for the following, for which the Management’s response has also been incorporated:

Concentration risk from subsidiary may potentially raise The Company is actively pursuing growth

doubt about the Company’s ability to continue as a going opportunities across geographies to mitigate

concern the concentration risk. Investments in emerging

businesses, AI platforms, and geographies are being
prioritized to balance the revenue mix over the

medium to long term.

The report is enclosed with the Financial Statements in this Annual Report.

Secretarial Audit

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company engaged the services of V. Vasumathy &
Associates, practicing company secretaries to undertake the secretarial audit of the Company for the year ended
March 31, 2025.

The Secretarial Audit Report is enclosed as Annexure I to this report.

Explanation/comments for qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor
are given below:

Observation

Management’s Response

Draft Minutes of Board and Audit Committee Meetings
held on July 19, 2024 were circulated on August 5, 2024
which is beyond 15 days as required under Secretarial
Standards.

There was a delay of 3 days which was due to certain
technical issues in the mailing system. The Company
shall ensure that this does not occur in future.

Certain routine items were not part of the Agenda,
however discussed at the Meeting and taken note by
the Board / Committee and form part of the Minutes of
respective meetings.

Since the routine items were operational in nature and
only an information to the Board was to be given and that
did not require any decision making by the Board/
Committee, they were not included in the agenda.
However, going forward such items will also be included
in the Agenda as per the suggestion of the Auditor for
better governance.

Certain items that would need deliberations at a Meeting
were considered as any other item at the Board or
Committee Meetings.

Since the items taken up in ‘any other item’ were with the
approval of the Board of Directors/Committee members
unanimously and duly recorded in the minutes, it does
not constitute a violation of the provisions of Secretarial
Standards.

There was a delay in sending notice of transfer of
unclaimed dividend and shares to IEPF and publication
in both English and Vernacular Newspaper as required
under section 124 of Companies Act, 2013 read with
Rule 6 (3) a of I EPF (Accounting, Audit, Transfer and
Refund) Rules, 2016. The due date for transfer of
shares was December 5, 2024. The advertisement was
published on October 25, 2024. There was a delay in
publishing the said newspaper advertisement in both
English and Vernacular, thereby not providing three
months prior notice the shareholders before the due
date of transfer of equity shares to I EPF. Further, the
said advertisement did not contain the due date within
which shareholders can claim the unpaid or unclaimed
dividend amount.

In order to send notices and make public announcement,
the company, through the RTA, has to reconcile with the
Unpaid Dividend Account maintained with HDFC bank.
The company and its RTA, despite several attempts to
reconcile, could not complete the reconciliation within
the timelines prescribed due to non-availability of the
detailed list of shareholders with the Bank. Therefore, as
a domino effect there was delay in sending notices and
making publications with certain typographical errors
which is neither wanton nor deliberate in nature.

Observation

Management’s Response

In Form AOC 2 attached to the Directors’ Report of
2023-24, “the details of material contracts or
arrangement or transactions at arm’s length basis for the
Financial Year ended March 31, 2024’,’ does not contain
the respective values of related party transactions as
required under Section 134 (3) (h) of the Companies
Act, 2013 read with Rule 8 (2) of the Companies
(Accounts) Rules, 2014.

Although the value is not captured in AOC 2, It is
pertinent to inform that the material Related party
Transactions including the quantum have been duly
approved by the shareholders. The company has
included the value in the subsequent AOC 2.

As required under Regulation 24 (1), the Company has
not appointed an Independent Director of the Listed
Entity on the Board of Healthcare Triangle Inc. USA and
Devcool Inc. USA which are Material unlisted subsidiar¬
ies as per the said regulation.

The Company was of the initial view that Regulation
24(1) of SEBI Listing Regulations is applicable only for ma¬
terial unlisted subsidiaries. Healthcare Triangle Inc., USA is a
NASDAQ listed entity and Devcool Inc. is its subsidiary.

It has been identified that Healthcare Triangle Inc. may
fall within the definition of material unlisted subsidiary
although listed in NASDAQ stock exchange and
therefore, its subsidiary Devcool Inc. may also fall within this
purview.

It is pertinent here to inform that Devcool Inc. as on the
date of this report does not fall within the definition
of material unlisted subsidiary. While we undertake
to appoint an Independent Director on the Board of
Healthcare Triangle Inc.

Shareholders’ Approval through Postal Ballot dated
June 16, 2024 obtained under Regulation 24 (6) for sale
/ disposal of assets of SecureKloud Technologies Inc.
(Subsidiary) and Healthcare Triangle Inc. (Step-down
Subsidiary).

The Audit Committee and Board in its Meetings held on
August 14, 2024 only had approved the said business
transfer between the said subsidiaries as required under
Regulation 23. However, prior approval from shareholders
was not obtained under Regulation 23 (4) for the
Business Transfer w.r.t. Acquisition of the Cloud and
Technology business of SecureKloud Technologies Inc.
(Subsidiary) by Healthcare Triangle Inc. (Step-down
Subsidiary).

The Company in June 2024 obtained the approval of
the shareholders through postal ballot with an over
whelming majority of 97.86% without the participation
of the promoters.

However, on August 14, 2024 the identified third-party
buyer backed out of the transaction thereby forcing
the management to identify another buyer. Given the
criticality of the timelines, it was decided by the
management that the business transfer of SecureKloud
Technologies Inc. will be taken over by Healthcare
Triangle Inc.

Although the Company obtained the approvals under
Regulation 24(6), of SEBI Listing Regulations it fulfilled
all the requirements of Regulation 23(4) of SEBI Listing
Regulations which is the related parties (in this case
promoters) to not participate in the voting.

The listed entity disclosed on August 31, 2024 about
the Acquisition of the Cloud and Technology business
of SecureKloud Technologies Inc. (Subsidiary) by
Healthcare Triangle Inc. (Step-down Subsidiary) vide
Agreement for Sale dated August 27, 2024, which was
beyond 12 hours as per the prescribed time limit.

The delay in disclosure was due to information flow
delays because of time zone difference. The Company
regrets this lapse and has since implemented improved
internal processes, including enhanced coordination
mechanisms and real-time monitoring, to ensure prompt
receipt and dissemination of material information.

Observation

Management’s Response

Further, the Asset Transfer Agreement for the aforesaid
transaction was executed on October 21, 2024 which
has not been disclosed to the Stock Exchanges.

The Board notes the non-disclosure of the Asset Transfer
Agreement executed on October 21, 2024, which was
an inadvertent oversight. The Company takes this matter
seriously and has taken immediate steps to rectify it by
strengthening its compliance framework. The Company
assures that such omissions will not recur.

Memorandum of Understanding for revision in
repayment schedule, entered with Mr. R. S. Ramani,
Promoter, on May 29, 2024 was disclosed to Stock
Exchanges on June 4, 2024, with a 6 days delay, and
does not contain complete details such as name of the
promoter with whom it is entered & date of signing etc.
as required under SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

The delay in disclosure was unintentional and the
complete details were not captured due to
misinterpretation of Schedule III (PARA A & PARA B) of
SEBI Listing Regulations.

Delay in disclosure of imposition of fine or penalty by
NSE and BSE for the delay in submission of Related
Party Transactions for half-year ended March 31, 2024
[Regulation 23 (9)]. Fine of Rs.5,900/- was levied
by both NSE and BSE on June 28, 2024, which was
intimated with a 2 days delay on July 1, 2024 to both
BSE and NSE.

The correspondence was duly received from the
exchanges after working hours on Friday, June 28, 2024.
It is to be noted that the subsequent two days were
designated as non-working days. On the next working
day, the communication was diligently reviewed and
intimated.

Notice of delisting of Healthcare Triangle Inc. (Step-
down subsidiary - Listed at NASDAQ) dated
January 14, 2025, by NASDAQ due to delay
in holding their Annual General Meeting for
the year 2024 was intimated to the Company
on January 21, 2025, which was disclosed to Stock
Exchanges with a delay on January 28, 2025.

The delay in disclosure was due to information flow
delays because of time zone difference. We will ensure
that going forward we will disclose material information
at the earliest.

The Company has not disclosed penalties levied by the
GST authority on April 26, 2024 amounting to Rs. 4.27
Lakhs and August 30, 2024 for Rs. 0.42 Lakhs.

This was an unintentional lapse due to a
misinterpretation of the disclosure requirements under
the prevailing regulations on account of materiality. It is
pertinent to inform that the provisions of SEBI Listing
Regulations have been amended in December 2024 to
disclose only material penalties and the said amounts
paid as penalties do not fall within the purview.

Appointment of Auditors of Healthcare Triangle Inc.,
(Step-down subsidiary - Listed at NASDAQ) was
intimated to the company on May 13, 2024 which was
disclosed to Stock Exchanges with a delay on May 15,
2024.

The delay in disclosure was due to information flow
delays because of time zone difference. We will ensure
that going forward we will disclose material information
at the earliest.

Internal Audit

M/s. K V Sudhakar, Chartered Accountants, are Internal Auditors of the Company. The Audit Committee determines
the scope of Internal Audit in line with regulatory and business requirements.

Cost Records and Cost Audit

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1)
of the Act are not applicable for the business activities carried out by the Company.

Reporting of Fraud

No instance of fraud committed against the Company by its officers or employees has been reported by either
Statutory Auditor or by Secretarial Auditor during the year under review.

Secretarial Standards

The Company has complied with the applicable secretarial standards (SS 1) on meetings of Board of directors and
(SS 2) on general meeting issued by the Institute of Company Secretaries of India as per Section 118(10) of the Act.

Extract of Annual Return

In accordance with Sections 134(3)(a) and 92(3) of the Act, the draft Annual Return in form MGT-7 is placed on the
website at
https//vww.securekloud.com/investor/annual-report/2024-2025/Draft-MGT7.pdf.

Related Party Transactions

The Board of Directors has adopted a policy on Related Party Transactions. The objective is to ensure proper
approval, disclosure and reporting of transactions as applicable, between the Company and any of its related
parties. All contracts or arrangements with related parties, entered into or modified during the Financial Year were
at arm’s length basis and in the ordinary course of the Company’s business. Transactions with related parties, as per
requirements of Indian Accounting Standard 24 are disclosed in the note no. 36 and 34 of the notes forming part
of the standalone and consolidated financial statements respectively in the annual report. The Company’s policy
on related party transactions, as adopted by your Board, can be accessed on the Company’s website
at
https/www.securekloud.com/investor/policies/7 Policy-on-Related-Party-Transactions.pdf.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the
justification for entering into such contracts or arrangements in Form AOC-2 is enclosed herewith as
Annexure V, forming part of this report.

Code of Business Conduct and Ethics

The Board of Directors has approved a code of conduct and ethics in terms of Schedule V of the Act, and SEBI Listing
Regulations. All the Board members and the Senior Management Personnel have conf
irmed compliance with the
code for the year ended March 31, 2025. The annual report contains a declaration to this effect signed by the
Chairman & CEO.

Details of Significant and Material orders passed by the Regulators or Courts or Tribunals

The list of orders passed by the regulatory authorities has been captured under a separate section in the Corporate
Governance Report.

The Company had since received a notice of recovery of a sum of f 400 Lakhs from SEBI pursuant to their order passed
on December 16, 2022. The matter is under appeal before the Securities Appellate Tribunal (“SAT”). Upon request, the SAT
directed the Company to remit 50% of the dues and granted a stay on the collection of the balance amount. The Company
in the month of June 2025 has duly remitted f 200 Lakhs towards the demand.

Risk Management

Your Company implemented a risk management framework and has in place a mechanism to inform the Board
members about risk management and minimization procedures and periodical review to ensure that risks are
controlled by the framework.

Evaluation of Board’s Performance

Pursuant to provisions of the Act, and the SEBI Listing Regulations, annual performance evaluation of the Directors
including the Chairperson, Board and its Committees has been carried out. The Board also conducted an evaluation
of independent directors which included performance of directors and fulfilment of criteria as specified in Regulation
17(10) of SEBI Listing Regulations, and their independence from the management, where the independent directors
did not participate.

As part of the evaluation process, individual criteria for each of the exercise was formulated based on the guidance
note on board evaluation issued by the Securities and Exchange Board of India on January 5, 2017 Each member of
the Board/Committee/Director was sent a formal questionnaire designed with qualitative parameters and feedback
based on ratings. According to the Act and SEBI Listing Regulations, they had to rate each parameter individually.
The evaluations were presented to the Board, Nomination and Remuneration Committee, and the Independent
Directors Meeting for review .

Insolvency and Bankruptcy Code

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016, hence the requirement to disclose the details of application made or proceeding pending at the end
of Financial Year is not applicable.

Corporate Social Responsibility

In the absence of adequate profits for the year an obligation towards CSR as mandated by Section 135 of the Act,
does not arise.

Software Technology Park

During the year under review, our company has been registered under the Software Technology Parks of India
(STPI) Scheme. The STP Scheme is a 100% export-oriented scheme for the development and export of computer
software, including export of professional services using communication links or physical media. As a unique
scheme, it focuses on one sector, i.e. computer software.

Directors & Officers Insurance Policy

Your Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved
by the Board. The policy complies with the requirement of Regulation 25(10) of SEBI Listing Regulations.

Director’s Responsibility Statement

In terms of Section 134 (5) of the Act, Board of directors, to the best of their knowledge and ability, confirm:

i) That in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures.

ii) The directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were 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 March 31, 2025, and of the profit or loss of the Company for the
year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws
and that such system is adequate and operating effectively.

Acknowledgement and Appreciation

The Directors also wish to thank all the employees for their contribution, support and continued commitment throughout
the year.

The Directors take this opportunity to thank the shareholders, financial institutions, vendors, banks, customers, suppliers and
regulatory and governmental authorities for their continued support to the Company.

For and on behalf of the Board,
SecureKloud Technologies Limited

Suresh Venkatachari Venkateswaran Krishnamurthy

DIN: 00365522 DIN: 10886686

Chairman and CEO Whole-time Director and CRO

Place: San Francisco Chennai

Date: August 14, 2025 August 14, 2025

1

During the FY 2017-18, an unsecured loan was taken from Mr. R S Ramani, who at the time of the receipt of the amount, was a director of the
Company