The Board of Directors of SecureKloud Technologies Limited have pleasure in presenting the thirty eighth (38^th) Annual Report on the business and operations for the year ended March 31, 2023 along with the audited financial statements (standalone and consolidated).

Financial Performance

The financial performance of the Company for the year ended March 31, 2023 and March 31, 2022 is summarized below:

(' In lakhs)

Results of our operations

The Company has reported consolidated revenue from operations of INR 45,844 lakhs for the financial year 2023, an increase of 20.8% compared to financial year 2022. This was primarily due to the growth in healthcare and life sciences business by 28.8% compared to the previous year, due to acquisition of Devcool Inc in November 2021 as well as new business from our existing customers' reflecting continued adoption and acceleration in the demand for cloud technology. The loss before taxes had marginally come down during the financial year 2023 to INR 9,926 lakhs as compared to INR 10,525 lakhs during the financial year 2022. The loss was primarily due to our continued investment in maintaining our existing platforms, investment towards development of blockedge web3 and neutral zone as well increase in operational expenses related to delivery of software services.

Management Discussion and Analysis

Management discussion and analysis as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided separately as Annexure VI to this report.

Share Capital

The Company has only one class of equity shares of par value INR 5 each. The authorised share capital as on March 31, 2023 was INR 3,000 lakhs divided into 600 lakhs equity shares of INR 5 each. The paid-up share capital as on March 31, 2023 was INR 16,70,53,025 divided into 3,34,10,605 equity shares of INR 5 each.

Issue of Convertible Warrants and Allotment of Shares

The Company had previously allotted 45,00,000 convertible share warrants of INR 100 each to Mr. Suresh Venkatachari, promoter of the Company on March 17, 2021 on receipt of an upfront payment of INR 11,25,00,000 (rupees eleven crores and twenty five lakhs only), equal to 25% of the total consideration as per the terms of preferential issue in compliance with chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, section 42 and 62 of the Companies Act, 2013 and rules made thereunder as amended from time to time.

During the financial year 2022-23, 12,25,000 convertible share warrants were exercised by Mr. Suresh Venkatachari and the Company had duly obtained the approval from the stock exchanges for the listing and trading pursuant to the allotment of

12.25.000 equity shares and these shares are subject to the lock-in provisions as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, 16,07,000 convertible share warrants were forfeited due to non-exercise on account of lapse of time.

Transfer to Reserve

16.07.000 convertible share warrants were forfeited due to non-exercise on account of lapse of time and consequently, INR

4.01.75.000 amounting to 25% of the value which was paid upfront was transferred to capital reserve.

Material Changes affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company since the date of the financial statements i.e., March 31, 2023 till the date of this report.

Dividend

Due to inadequacy of profits, the Board has not recommended any dividend for the financial year 2022-23.

Public Deposits

The Company has not accepted any deposits within the meaning of provisions of chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2023.

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.

Particulars of Loans, Guarantees or Investments

The 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, 2023 is as below:

('Rs in lakhs)

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 and regulation 34(3) and schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the notes to the financial statements provided in this annual report.

Compliance Culture

The Company is essentially compliance centric and has a huge focus in this direction. The compliance function is manned by a dedicated and experienced team of professionals. The compliance team regularly conducts various educative training programs for various segments within the organization. The Company thrives towards a culture of 'Total Compliance' and it has a 'Zero Tolerance' policy for non-compliances. There exists a comprehensive compliance manual, which is reviewed by the Board of Directors from time to time and it facilitates Company's compliance team to monitor various compliance requirements effectively and comprehensively.

Board and Committee Meetings

The Board met thirteen(13) times during the financial year 2022-23. 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Declaration by Independent Directors

The Company has received declaration of independence from the independent directors under section 149(7) of the Companies Act, 2013 and regulation 16 (1) (b) and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence which has been duly evaluated by the Board. 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 Companies Act, 2013 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).

Separate Meeting of Independent Directors

During the year, a separate meeting of independent directors was held on February 13, 2023. The independent directors actively participated and provided guidance to the Company in all its spheres.

Nomination and Remuneration Policy

The nomination and remuneration committee of the company reviews the composition of Board to ensure that there is an appropriate mix of talent, qualification, experience and diversity to serve the interests of the shareholders of the Company. Pursuant to section 178 of the Companies Act, 2013, the remuneration policy has been formulated to govern the terms of appointment and remuneration of Directors of the Company. The policy ensures that the remuneration paid is sufficient to retain and motivate the directors of the company. The remuneration policy is available on the website of the Company at https://www.securekloud.com/investor/policies/8 Nomination-and-Remuneration-Policv.pdf.

Subsidiary Companies

A statement under section 129 (3) of the Companies Act, 2013 in form AOC 1 is attached as Annexure IV to this report.

Consolidated Accounts

The consolidated financial statements of the Company is prepared in accordance with the provisions of section 129 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with auditor's report forms part of the annual report.

Conservation of Energy

The Company continuously explores new technology to optimize energy consumption in its office premises to achieve maximum saving of energy. The work from home policy adopted by the Company has resulted in reduced attendance in the office, thereby, energy consumption has been significantly scaled down. Further, conservation measures undertaken include, quarterly maintenance of AHU ducts, fitting of motion sensors to turn off lights in places where there are no employees, installation of water-cooled chillers which consume power from wind energy.

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, we have strived to strengthen our collaboration with healthcare and life sciences enterprises. We have institutionalized programs that encourage employees to contribute ideas. We have invested in some of these ideas with the objective of building product/service offerings for our customers, as well as for use in executing internal/customer projects.

Foreign Exchange (' in lakhs)

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) (viii) 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 disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been dealt with in detail under the corporate governance report.

Directors, Key Managerial Personnel and Promoters

As on date of this report, the Board comprises of seven directors, out of which four are independent directors and the chairman of the Board is a non-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, multiple changes in the Board of Directors took place; which are captured separately in the corporate governance report.

Further, during the financial year 2022-23; Mr. Suresh Venkatachari was the chief executive officer and the chairman of the Company. SEBI interim order cum show cause notice dated August 04, 2022 passed an order that Mr. Suresh Venkatachari should step down from the position of chief executive officer and chairman of the Company. Later, he appealed to the Hon'ble Securities Appellate Tribunal and an interim order dated September 07, 2022 was passed allowing him to continue as the chief executive officer of the Company. Subsequently, the Board re-appointed him as the chief executive officer of the Company with effect from September 16, 2022. The SEBI's interim order culminated into a final order dated December 16, 2022; wherein the orders was passed stating that he cannot be associated with the Company as a key managerial personnel; thereby, he ceased to hold the position of the chief executive officer (KMP) of the Company with effect from January 19, 2023.

The following are the Key Managerial Personnel (KMP's) of the Company as on March 31, 2023

• Thyagarajan R, Whole-time Director and Chief Financial Officer

• Srinivas Mahankali, Whole-time Director and Chief Business Officer

• Roshini Selvakumar, Company Secretary and Compliance Officer

Changes after March 31, 2023, until the date of this Report

• Mr. Balasubramanian V, independent director was designated as the chairman of the Company with effect from May 29, 2023.

• Ms. Babita Singaram, independent director resigned from her position with effect from May 29, 2023.

The Enforcement Directorate (ED) had arrested Mr. Suresh Venkatachari and Mr. R S Ramani (Promoters) along with the stock brokers on an investigation under the Prevention of Money Laundering Act (PMLA); this investigation was initiated by the Enforcement Directorate based on the FIR filed by Mr. Suresh alleging that Quantum Global Securities Ltd (QGSL), its directors, Mr. Atul Malik, Mr. Bhavesh Singh and loan broker Mr. Rohit Arora, cheated him to the tune of INR 144 crores by selling shares of the Company, which were pledged with QSBL to secure a loan of INR 37 crores.

The Hon'ble High Court of Judicature at Madras granted conditional bail to Mr. Suresh Venkatachari and Mr. R S Ramani. In the bail order, the Honorable Judge, mentioned that "in view of the above discussion and the peculiar circumstances of the case, this court is of the firm view that on mere suspicion of serious offences and surmises alone, the personal liberty, guaranteed by the statute as time and again reiterated by the Apex Court and other High Courts, cannot be denied to the petitioners and thereby this court feels that the continuation of incarceration of the petitioners does not only amount to putting the cart in front of the horse, but, also, keeping a cart ready for an unborn, rather, stillborn foal".

The predicate offence based on which the present Enforcement Case Information Report (ECIR) came on record, viz., FIR in crime no 39 of 2019, has been quashed by the Hon'ble High Court of Judicature at Madras based on order dated May 10, 2023.

Further, in parallel proceedings, the ECIR has been stayed by the Division Bench of the Hon'ble High Court of Judicature at Madras; and the proceedings have come to a standstill.

Subsequently, Mr. Suresh Venkatachari and Mr. R S Ramani have filed a writ petition before the Hon'ble High Court of Judicature at Madras seeking to quash the ECIR and the same is pending to be heard.

Particulars of Employees

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel to the median of employees' remuneration, and the list of top 10 employees at a consolidated level in terms of remuneration drawn, as required under section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure II to this report. The statement containing particulars of employees at a consolidated level employed throughout the year and in receipt of remuneration of INR 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of INR 8.5 lakhs or more per month, as required under section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be provided upon request.

Report on Corporate Governance

Pursuant to regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the corporate governance report forms an integral part and has been enclosed as Annexure III to this report.

Statutory Auditors

M/s. K. Gopal Rao & Co., Chartered Accountants (Firm Registration No.000956S) were appointed as the statutory auditors of the Company at the 35^th annual general meeting for a period of five years. In accordance with sections 139 and 141 of the Companies Act, 2013 and relevant rules prescribed thereunder, the Company has received certificate from the statutory auditors to the effect that have confirmed they are eligible to continue as auditor. The auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer review Board of the ICAI.

Secretarial Audit

Pursuant to provisions of section 204 of Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company engaged the services of M/s. SPNP & Associates, practicing company secretaries to undertake the secretarial audit of the Company for the year ended March 31, 2023.

The secretarial audit report is enclosed as Annexure I to this report.

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 Companies Act, 2013.

Extract of Annual Return

In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 the draft annual return in form MGT 7 is placed on the website at https://www.securekloud.com/investor/annual-report/2022-2023/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 Policv-on-Related-Partv-Transactions.pdf.

Particulars of contracts or arrangements with related parties referred to in section 188(1) 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. All the Board members and the senior management personnel have confirmed compliance with the code for the year ended March 31, 2023. The annual report contains a declaration to this effect signed by the whole-time director.

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

The list of orders passed by the regulatory authorities have been captured under a separate section in the corporate governance report.

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 Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Risk Management

The 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

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

Since the Company does not have adequate profits, corporate social responsibility is not applicable for the year under review. 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.

Reporting of Fraud

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

Director's Responsibility Statement

In terms of section 134 (5) of the Companies Act, 2013, 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, 2023, 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, 2023, 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