National Stock Exchange of India Limited

Circular

To All NSE Members,

Sub: SEBI Order in matter of trading activities of certain entities in the Scrip of SecureKloud Technologies Limited.

This has reference to SEBI order no. QJA/SS/IVD-2/ID9/32543/2026-27 dated July 31, 2026, wherein SEBI has prohibit and restrain Noticees No. 1 and 2 from accessing the securities market and further prohibit from buying, selling or otherwise dealing in securities (including units of mutual funds), directly or indirectly, or being associated with the securities market in any manner, whatsoever, for the following period, from the date of this order: -

The detailed order is available on SEBI website - http://www.sebi.gov.in

Further, the consolidated list of such entities is available on the Exchange website http://www.nseindia.com home page at the below mentioned link:

https://www.nseindia.com/regulations/member-sebi-debarred-entities

Members are advised to take note of the above and ensure compliance.

In case of any further queries, members are requested to email us at dl-invsg-all@nse.co.in.

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National Stock Exchange of India Limited For and on behalf of National Stock Exchange of India Limited

Vikram Narvekar Senior Manager

Annexure: SEBI Order in matter of trading activities of certain entities in the Scrip of SecureKloud Technologies Limited.

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[Image omitted. See the official document.]

QJA/SS/IVD-2/ID9/32543/2026-27 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER

Under Sections 11(1), 11(4), 11(4A), 11B (1) and 11B (2) read with Section 15 G of the Securities and Exchange Board of India Act, 1992 read with Rule 4 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995.

In respect of:

Note: The above entities are hereinafter individually referred to as Noticee No. 1, 2 and 3, respectively, or by their respective names and are collectively referred to as ‘the Noticees’.

In the matter of trading activities of certain entities in the scrip of SecureKloud Technologies Ltd.

Order in matter of trading activities of certain entities in the scrip of SecureKloud Technologies Limited. Page 1 of 55

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Order in matter of trading activities of certain entities in the scrip of SecureKloud Technologies Limited. Page 2 of 55

A. Introduction.

1. SecureKloud Technologies Ltd (“the Company/SecureKloud”), was incorporated on May 26, 1993, having its registered office at Chennai. SecureKloud was earlier known as 8K Miles Software Services Ltd. The shares of the Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”).

Interim and Final Order.

2. Securities and Exchange Board of India (“SEBI”) passed an interim order dated August 04, 2022 (“interim order”) alleging inter alia-

(a) financial mis-reporting/irregularities by promoters and management of and the resignation of the Company’s statutory auditor, viz. Deloitte Haskins and Sells (“Deloitte”), citing various corporate governance issues.

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Order in matter of trading activities of certain entities in the scrip of SecureKloud Technologies Limited. Page 3 of 55

(b) SecureKloud was inflating its sales since FY 2016-17 till FY 2018-19 by booking fictitious revenue with various entities namely, Ensys Technologies Inc, Idol Solutions Inc. and Intuit Micro Technologies LLC. These entities were controlled /managed by the Promoters / Directors of the Company, namely Noticee No. 1 and Noticee No. 2.

(c) There were no actual sales to these entities and there were no actual payments received from these entities. The amounts shown as received by SecureKloud were funded by the Company itself.

(d) The outstanding receivables shown from these three entities as on March 31, 2017, March 31, 2018 and March 31, 2019 were fictitious and the same were either written off or adjusted against one vendor, namely Nation Star IT Services Limited.

3. The interim order, inter alia made observations that the sale of shares by promoters of the Company during the investigation period when the financial statements were published, indicated possible violation of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“the PIT Regulations”) as under:

“26. I note that the sale of shares by two promoter Noticees during the investigation period when the inflated financial statements were published points towards possible violations of provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015. SEBI would separately examine this issue and would take appropriate action, including disgorgement of illegal gains, if any.”

4. The interim order culminated in a Final Order dated December 16, 2022 (‘Final Order”) passed by Whole Time Member, SEBI holding, inter alia, that: -

(a) In light of the misrepresentation of financial statements of the Company, the consolidated revenue of the Company rose manifold within short span of time i.e. from Rs. 271.93 Crore in FY 2015-16 to Rs. 850.39 Crore in FY 2018-19.

(b) Once the Company stopped booking fictitious revenue (from 2019-20 onwards), its revenue decreased to Rs. 386.43 crore during FY 2019-20.

(c) Further, the Company also inflated its balance sheet size by capitalizing fictitious expenditure towards development of software, resulting in its balance sheet size increasing manifold

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Order in matter of trading activities of certain entities in the scrip of SecureKloud Technologies Limited. Page 4 of 55

within a short span of time i.e. from Rs.44.76 crore as on March 31, 2013 to Rs.997.99 crore as on March 31, 2019.

(d) After impairment and other write offs, balance sheet size of the Company reduced from Rs. 997.99 crore to Rs. 242.82 crore i.e. in single financial year, Rs. 755.17 crore was wiped off from balance sheet of the Company.

(e) Further, the statutory auditor of SecureKloud viz. Deloitte resigned as company’s statutory auditor citing various corporate governance issues including fraud relating to irregularities and inconsistencies in financial statements and books of accounts of the Company.

(f) As observed from the corporate announcement on NSE by SecureKloud, a fraud report dated September 13, 2019 was also filed by the statutory auditor Deloitte to the Central Government under Section 143(12) of the Companies Act, 2013 (As stated at Para 54 of the Final Order).