AGM Details

The 41st Annual General Meeting of SecureKloud Technologies Limited is scheduled to be held on Friday, September 25, 2026, at 10:00 A.M. Indian Standard Time (IST). The meeting will be conducted entirely through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) without physical attendance, in compliance with MCA General Circular No. 03/2025 dated September 22, 2025.

The registered office of the company is deemed to be the venue: Bascon Futura, SV, 5th Floor, 10/1, Venkatanarayana Road, T. Nagar, Chennai – 600 017.

Voting Details

The company has fixed Friday, September 18, 2026 as the cut-off date for determining member eligibility to vote.

The remote e-voting facility, provided by Central Depository Services (India) Limited (CDSL), will be available during the following period:

  • Start: 9:00 A.M. (IST), Tuesday, September 22, 2026
  • End: 5:00 P.M. (IST), Thursday, September 24, 2026

Members who vote via remote e-voting will not be allowed to vote again during the AGM. Members attending the AGM via VC/OAVM who have not voted remotely will be eligible to vote through the e-voting system during the meeting.

Mr. Jayanth Viswanathan, Practicing Company Secretary (M.No. F7968, COP No. 14642) of M/s. RBJV & Associates, Chennai, has been appointed as the Scrutinizer to oversee the e-voting process.

Business to be Transacted

Ordinary Business

1. To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors.

2. To appoint a Director in place of Mr. Vijaykumar Mayakesavan (DIN:01896931), who retires by rotation and, being eligible, offers himself for re-appointment.

Special Business

3. Ratification of Securities Exchange Agreement with Healthcare Triangle Inc. (HCTI), USA:

  • Purpose: To ratify an agreement entered into on June 24, 2026, for the issuance of HCTI Common Stock.
  • Parties: Agreement is between SecureKloud Technologies Ltd. and Healthcare Triangle Inc. (HCTI).
  • Transaction: HCTI agreed to issue an aggregate of 2,828,167 shares of HCTI Common Stock to the shareholders of the company's bankrupt material subsidiary, Securekloud Technologies Inc (SK Inc).
  • Company's Allocation: As the company held a 60.71% stake in SK Inc, it is to receive 1,716,700 shares, which will be issued to its wholly-owned subsidiary, Blockedge Technologies Inc.
  • Value: The aggregate value of the issuance is stated as not exceeding ₹2,700 Lakhs (₹27 Crore).
  • Context: This issuance is described as compensation for economic dilution suffered by SK Inc's original investment in HCTI due to two reverse stock splits undertaken by HCTI. The original investment was 1,600,000 shares of Series B Preferred Stock (convertible to 16,000,000 common shares) acquired for $7.20 million via an Asset Transfer Agreement on October 1, 2024.
  • Approvals: The Audit Committee recommended and approved this transaction at its meeting on August 10, 2026. It is classified as a material Related Party Transaction (RPT) as its value is 72% of the company's annual consolidated turnover for FY 2025-26.
  • Financial Impact: The disclosure states the transaction value but does not quantify its specific financial impact on the company's financial statements.
  • Interested Parties: Mr. Suresh Venkatachari, Chairman, Director, and CEO, is identified as interested in the resolution as he holds 20,000 Series A Preferred Stock in HCTI.

4. Approval for material related party transaction between Healthcare Triangle Private Limited (HTPL) and Healthcare Triangle Inc. (HCTI) for FY 2026-27:

  • Parties: Transaction is between Healthcare Triangle Private Limited (HTPL), a wholly-owned subsidiary of SecureKloud, and Healthcare Triangle Inc. (HCTI), a related party.
  • Nature: The transaction involves the sale of services and other business transactions carried out in the ordinary course of business at arm's length price.
  • Value: An aggregate value not exceeding ₹2,500 Lakhs (₹25 Crore) during Financial Year 2026-27.
  • Approval Type: Omnibus approval is being sought for these transactions.
  • Materiality: The transaction is material as its value represents 66.71% of the listed entity's and 224.55% of the subsidiary HTPL's annual standalone turnover for the preceding financial year.
  • Historical Transactions: In FY 2025-26, transactions between HTPL and HCTI amounted to ₹1,113.32 Lakhs. In the current FY (up to July 31, 2026), transactions amounted to ₹684.57 Lakhs.
  • Interested Parties: Mr. Suresh Venkatachari (holds shares in HCTI), Mr. Venkateswaran Krishnamurthy (Director/CRO of Company and Director of HTPL), Mr. Ramachandran Soundararajan (CFO of Company and Director of HTPL), and Mr. Venkatesh Rajaratnam (proposed appointee to HTPL's board) are identified as interested in the resolution.

Explanatory Statement and Disclosures

The notice includes a detailed explanatory statement pursuant to Section 102 of the Companies Act, 2013, for the special business items. It also provides comprehensive disclosures as per industry standards for related party transactions, including:

  • Basic details, financial performance, and relationship with the related parties (HCTI and HTPL).
  • Details of previous transactions with the related parties.
  • Justification for the transactions, stating they are in the ordinary course of business and at arm's length.
  • For the securities exchange agreement, additional disclosures under Part-B and Part-C are provided, including the financial track record of SK Inc for the last three years (FY 2022-23 to 2024-25) showing declining turnover and net losses in the most recent year.

Other Notes and Instructions

The notice includes extensive instructions for shareholders on:

  • How to participate in the AGM via VC/OAVM.
  • The process for remote e-voting through depositories (CDSL/NSDL) for demat holders and via CDSL's platform for physical shareholders.
  • The process for registering to speak or submit questions during the AGM.
  • The unavailability of a proxy facility due to the virtual nature of the meeting.
  • The availability of specified documents for electronic inspection by members.

Financial Data Reference (From RPT Disclosures)

  • HCTI FY26 Financials: Turnover: ₹11,922.30 Lakhs; Profit After Tax: ₹10,983.90 Lakhs; Net worth: ₹57,663.61 Lakhs.
  • HTPL FY26 Financials: Turnover: ₹1,113.32 Lakhs; Profit After Tax: ₹81.26 Lakhs; Net worth: ₹81.52 Lakhs.
  • SK Inc Financial Track Record:
  • FY 2024-25: Turnover ₹8,370 Lakhs; Net Worth ₹5,877 Lakhs; Net Loss ₹(8,657) Lakhs.
  • FY 2023-24: Turnover ₹12,818 Lakhs; Net Worth ₹14,174 Lakhs; Net Profit ₹788 Lakhs.
  • FY 2022-23: Turnover ₹22,293 Lakhs; Net Worth ₹8,567 Lakhs; Net Profit ₹2,072 Lakhs.