SecureKloud Technologies Ltd Directors Report

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Oct 16, 2026|03:31:09 PM

SecureKloud Technologies Ltd Share Price directors Report

The Board of Directors of SecureKloud Technologies Limited ("the Company") has pleasure in presenting the Forty First (41st) Annual Report on the business and operations for the year ended March 31, 2026 along with the Audited Financial Statements (Standalone and Consolidated).

Financial Performance

The financial performance of the Company for the year ended March 31, 2026 and March 31, 2025 is summarized below:

(Rs in Lakhs)

Particulars Standalone 2025-26 Standalone 2024-25 Consolidated 2025-26 Consolidated 2024-25
Revenue from operations 2,245 4,683 3,748 10,208
Other Income 127 170 166 178
Earnings Before Interest, Depreciation and Amortization 485 930 (335) (65)
Interest 457 493 658 1,076
Depreciation and Amortization 107 254 146 790
Profit / (Loss) Before Tax (PBT) before Exceptional Item (79) 182 (1,139) (1,930)
Exceptional Item (12,862) 1,081 (12,862) -
Profit / (Loss) Before Tax (PBT) After Exceptional Item (12,942) (898) (14,001) (1,930)
Profit / (Loss) After Tax (PAT) before Minority Interest (12,961) (937) (14,055) (1,975)
Total other comprehensive income / (loss) 96 24 96 24
Total comprehensive income/ (loss) for the period (12,865) (913) (13,960) (1950)

The Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 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 & Performance

During the Financial Year 2025-26, the Company recorded consolidated revenue from operations of Rs 3,748 lakhs, as against Rs 10,208 lakhs in the previous Financial Year. The decline in consolidated revenue was primarily attributable to the derecognition of the healthcare business as a subsidiary during the year, pursuant to which the financial results of the healthcare entity were no longer consolidated with those of the Company. Consequently, the revenue attributable to the healthcare business, which was included in the consolidated financial statements in the previous Financial Year, was not included in the consolidated revenue for the current Financial Year.

The Company recorded a consolidated loss before tax of Rs 14,001 lakhs during the Financial Year 2025-26, as compared to Rs 1,930 lakhs in the Financial Year 2024-25. The higher loss during the year was principally due to the write-off of the investment in SecureKloud Technologies Inc.

On a standalone basis, the Company achieved revenue of Rs 2,245 lakhs during the Financial Year 2025-26, as compared to Rs 4,683 lakhs in the previous Financial Year. The Company reported a loss of Rs 12,942 lakhs for the Financial Year 2025-26, as against a loss of Rs 898 lakhs in the Financial Year 2024-25.

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 Rs 5 each. The authorised share capital as on March 31, 2026 was Rs 3,000 lakhs divided into 600 lakhs equity shares of Rs 5 each. The paid-up share capital as on March 31, 2026 was Rs 16,70,53,025 divided into 3,34,10,605 equity shares of Rs 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

During the Financial Year, SecureKloud Technologies Inc., a material subsidiary of the Company incorporated in the United States of America (USA), filed a petition for bankruptcy under Chapter 7 of the United States Bankruptcy Code before the appropriate court in the District of Nevada, USA, in June 2025. The shareholders approval in this regard was obtained at the Annual General Meeting of the Company held on September 29, 2025.

Upon due consideration of the petition and subsequent hearings, the Court issued a Final Decree on January 14, 2026, declaring that the estate of the debtor, SecureKloud Technologies Inc., had been fully administered. Consequently, the Company, SecureKloud Technologies Limited, is presently not in a position to recover the value of its investments in, or the outstanding receivables from, SecureKloud Technologies Inc., as its liabilities exceeded its assets, ultimately resulting in bankruptcy. Accordingly, the investments as well as the receivables have been written off during the year.

Dividend

Due to inadequacy of profits, the Board has not recommended any dividend for the Financial Year 2025-26.

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 Companies Act, 2013 ("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

There was no amount required to be transferred to Investor Education and Protection Fund during the year. Details of shares / dividend transferred to IEPF can be obtained by accessing the website of the Company at https://www.securekloud.com/details-of-unclaimed-dividend.

Particulars of Loans, Guarantees or Investments

During the Financial Year under review, the Company has not entered into any fresh transactions relating to loans, guarantees or investments covered under Section 186 of the Act. Accordingly, there are no new loans granted, guarantees provided, or investments made by the Company during the year requiring disclosure under the applicable provisions of the Act and the rules made thereunder.

Loans, guarantees and investments covered under Section 186 of the Act 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 not accepted any fresh unsecured loan from Mr. R. S. Ramani. However, the Company has received an additional unsecured loan of Rs 7 lakhs from Mr. Suresh Venkatachari during the year. Accordingly, the outstanding unsecured loans from Directors as at March 31, 2026, are as under:

(Rs in Lakhs)

S.no Name of the Director Outstanding Value
1 Mr. R S Ramani 3,137
2 Mr. Suresh Venkatachari 14

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 seven (7) times during the Financial Year 2025-26. 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

As on March 31, 2026, the Board had three committees: Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. All committees comprise only independent directors, one of whom is chosen as the Chairperson of the Committee.

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on 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 27, 2026. The Independent Directors actively participated and provided guidance to the Company in various 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://www.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 on March 31, 2026 are as follows:

S. No Name of the Company Relationship % of shares held Remarks
1 SecureKloud Technologies Inc (USA) Subsidiary 60.71% The Company (SecureKloud Technologies Inc) is declared Bankrupt and the investments in the Company has been written off.
(a) SecureKloud Technologies Inc (Canada) Step-down subsidiary SecureKloud Technologies Inc holds 100%
(b) Nexage Technologies Inc Step-down subsidiary SecureKloud Technologies Inc holds 100%
2 Blockedge Technologies Inc Subsidiary 100%
3 Mentor Minds Solutions and Services Inc Subsidiary 100%
4 Healthcare Triangle Private Limited Subsidiary 99.99%

A statement under Section 129 (3) of the Act in form AOC-1 is attached as Annexure IV to this report.

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 auditors report form part of the Annual Report.

Conservation of Energy

As a software company, your Companys operations are not energy intensive. The Company uses energy-efficient computers and office equipment and remains committed to environmental protection and energy conservation by adopting technologies and practices that improve infrastructure efficiency.

The Company has implemented measures such as optimizing air-conditioning temperature settings, monitoring usage based on occupancy, making seasonal adjustments, and switching off unused lights and equipment on each floor. It also conducts regular checks to ensure monitors and machinery are powered down during non-operational hours and weekends, thereby reducing 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 Companys operations do not require significant import of technology.

Foreign Exchange

(Rs in Lakhs)

Particulars 2025-26 2024-25
Earnings in foreign exchange 1,188.87 2,863.76
Foreign exchange outflow - -

Internal Financial Controls

The Company has established an internal financial control framework, supported by policies and procedures appropriate to the size and nature of its operations, particularly in relation to financial reporting. In accordance with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and regulatory compliance, and such systems are operating effectively. These systems are periodically reviewed by the Audit Committee of the Board to identify deficiencies and ensure that timely corrective actions are taken to improve efficiency across all levels. The Committee also reviews the observations in the internal auditors report, key issues and improvement areas, 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 by clicking https://www.securekloud.com/investor/policies/Sexual-Harassment-Prevention-Policy-and-Process-3.0.pdf

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 Seven (7) directors, out of which four (4) 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:

- Mr. Venkatesh Rajaratnam was appointed as an Independent Director of the Company with effect from August 14, 2025.

- Mr. Duraiswamy Basuvaih was appointed as an Independent Director of the Company with effect from February 12, 2026.

- Mrs. A.V.N. Srimathi was appointed as an Independent Director of the Company with effect from February 12, 2026.

Resignations

- Mr. V V Sampath Kumar resigned from the position of Independent Director with effect from August 13, 2025.

- Mrs. Panchi Samuthirakani resigned from the position of Independent Director with effect from December 31, 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. Vijaykumar Mayakesavan (DIN: 01896931), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") 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 (KMPs) of the Company as on March 31, 2026:

- Mr. Suresh Venkatachari, Chairman, Director and Chief Executive Officer

- Mr. Venkateswaran Krishnamurthy, Whole-time Director and Chief Revenue Officer

- Mr. Ramachandran Soundararajan Chief Financial Officer

- Mrs. Jayashree Vasudevan, Company Secretary & 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. Mrs. Jayanthi Talluri (DIN: 09272993)

2. Mr. Venkatesh Rajaratnam (DIN: 03595200)

3. Mr. Duraiswamy Basuvaih (DIN: 09258691)

4. Mrs. A.V.N Srimathi (DIN: 08328823)

Declaration by Independent Directors

The Company has received declaration of independence from the Independent Directors under Section 149(7) 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 fulfils 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 Directors 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 Companys website and can be viewed at https://www.securekloud.com/investor/policies/3_Familiarisation-Program-for-Independent-Directors.pdf.

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 Veena & Co, Practicing Company Secretaries on the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached as Annexure III (c) to this Report.

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 further term of five years, from the conclusion of the 40th Annual General Meeting (AGM) held on September 29, 2025, until the conclusion of the 45th AGM to be held in 2030. In accordance with Sections 139 and 141 of the Act and the Rules framed thereunder, the Company has received certificates from the Statutory Auditors confirming their eligibility to continue as auditors and that they have not incurred any disqualification after their appointment. The Auditors have also confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors Report for the Financial Year ended March 31, 2026, does not contain any qualification, reservation, or adverse remark, except for the following, for which the Managements response has also been incorporated:

Observation Managements Response
The condition of the Company indicates the existence of material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. The Management has been taking steps to improve the business prospects, the topline and eventually the profits.

Their report is enclosed with the financial statements in this Annual Report.

<< This space is left blank intentionally >>

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 Veena & Co, Practicing Company Secretaries, represented by Mrs. Balasubramanian Veena, to undertake the Secretarial Audit of the Company for the year ended March 31, 2026.

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 is given below:

Observation Managements Response
The Company submitted its standalone financial results (in XBRL mode) for the quarter ended December 2025 on February 21, 2026, resulting in a delay of seven days beyond the statutory timeline prescribed under Regulation 33. The delay in disclosure was unintentional. The Company had uploaded both Standalone as well as Consolidated XBRL documents on February 12, 2026. While doing so, the Consolidated XBRL was uploaded twice inadvertently. The Company had not noticed this error until pointed out by the Stock Exchange on February 21, 2026. Thus, the delay was only in filing the XBRL of Standalone Statements, while all the reports had been filed within time as PDF files.
The resignation of Mr. Sivakumar Natarajan, Chief Delivery Officer and Senior Management Personnel, effective February 13, 2026, was disclosed after a delay of 56 days, contrary to the timeline stipulated under Regulation 30. The delay in disclosure was inadvertent. The Company has strengthened its internal compliance monitoring processes to ensure timely disclosures going forward.
The Company failed to intimate the stock exchanges about the penalty imposed by the GST authority vide its order dated February 17, 2026, resulting in noncompliance with the disclosure requirements under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The lapse in this instance occurred solely on account of an inadvertent clerical error in the order, wherein the relevant date of the order was printed erroneously as February 17, 2025, instead of February 17, 2026. It is hereby submitted that the error was neither deliberate nor intentional.

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 and can be viewed at https://www.securekloud.com/investor/annual-report/2025-2026/MGT7.pdf

Related Party Transactions

The Board of Directors has adopted an appropriate Related Party Transactions Policy to ensure appropriate approval, disclosure, and reporting of transactions between the Company and its related parties, as applicable. All contracts or arrangements with related parties entered into or modified during the Financial Year were on an arms length basis and in the ordinary course of business. Details of related party transactions, as required under Indian Accounting Standard 24, are disclosed in Note Nos. 36 and 34 of the standalone and consolidated financial statements, respectively, forming part of this Annual Report. The Companys Related Party Transactions Policy, as adopted by the Board, is available on the Companys website and may be viewed 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 Regulation All the Board members and the Senior Management Personnel have confirmed compliance with the code for the year ended March 31, 2026. The Annual Report contains a declaration to this effect signed by the Chairman & Chief Executive Officer.

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.

Consequent to the SEBI Order dated December 16, 2022, the Company had made an appeal before the Securities Appellate Tribunal ("SAT"). During the Financial Year 2025-26, the Company received a recovery notice from SEBI for a sum of Rs 400 Lakhs. Pending disposal of the appeal, the SAT directed the Company to remit 50% of the demand and granted a stay on the recovery of the balance amount. Accordingly, the Company remitted Rs 200 Lakhs towards the demand in June 2025.

The final hearing of the appeal was held before the SAT on February 2, 2026, and the final order was pronounced on March 6, 2026. Pursuant to the said order, the appeals filed by the promoters were dismissed, while the Companys appeal was partly allowed to the extent that the recovery of Rs 383 Lakhs from Mr. Suresh Venkatachari was set aside. Consequent to the SAT Order, the Company settled the balance demand along with the applicable interest in March 2026, and the matter stands fully settled.

Subsequent to the close of the financial year, the Securities and Exchange Board of India ("SEBI") passed an order dated July 31, 2026, in relation to proceedings concerning certain trading activities in the securities of the Company by the Promoters during the Financial Years 2017-18 & 2018-19.

Pursuant to the said order, SEBI has imposed a monetary penalty of Rs10 lakh each on the concerned Promoters and has restrained them from accessing the securities market and from buying, selling or otherwise dealing in securities, directly or indirectly, for a period of two years, in accordance with the terms of the order.

The aforesaid order pertains to the concerned Promoters in their individual capacity and, based on the assessment of the Company, does not have any material impact on the operations, financial position or going concern status of the Company.

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 Boards Performance

The performance of the Board was evaluated after seeking inputs from all the directors. The Board has carried out an evaluation of its own performance, committees as a whole, Independent and non-Independent Directors and that of its Directors individually. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. Detailed note on the composition of the Board and its Committees are provided in the Corporate Governance report.

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 ("CSR")

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

The Company is registered under the Software Technology Parks of India (STPI) Scheme, a 100% export-oriented scheme established to promote the development and export of computer software and related professional services. The scheme facilitates the export of software and professional services through communication links or physical media and provides an enabling framework for companies engaged in the technology and software sector.

The Company continues to leverage the benefits and infrastructure available under the STPI framework in support of its software development and export-oriented activities.

Directors & Officers Insurance Policy

Your Company has obtained Directors and Officers Liability Insurance ("D&O Insurance") for its Directors and officers. The insurance provides coverage against specified claims, liabilities, losses, costs and expenses that may arise in connection with the discharge of their duties and responsibilities in their capacity as Directors and officers of the Company, subject to the terms, conditions, exclusions and limits of the policy. The D&O Insurance is renewed annually and provides coverage for eligible claims arising during the policy period, in accordance with the terms of the insurance policy. The policy complies with the requirement of Regulation 25(10) of SEBI Listing Regulations.

Directors Responsibility Statement

In terms of Section 134 (5) of the Act, the 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, 2026, 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, 2026, 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
DIN: 00365522
Chairman, Director & Chief Executive Officer
Place: Kuala Lumpur
Date: August 10, 2026
Venkateswaran Krishnamurthy
DIN: 10886686
Whole-time Director & Chief Revenue Officer
Place: Chennai
Date: August 10, 2026

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