AAA Technologies Ltd

Key details

• Target company: AAA Technologies Limited.
• Disclosing party: Century India Opportunity Fund PC (non-promoter).
• Transaction type: Acquisition of voting shares.
• Pre-transaction holding: 1,003,399 shares, 7.82%.
• Acquired 269,034 shares (2.09%), via Open Market on 29/09/2026.
• Post-transaction holding: 1,272,433 shares, 9.92%.
• Equity share capital before and after: 1,28,26,800.
• Total diluted share capital after: 1,28,26,800.

AGM Details

• AGM held on 30 Sep 2026 at 11:00 AM via VC/OAVM.
• Record date: 23 Sep 2026; 9,767 shareholders on record.

Key Resolutions

• Adopt audited accounts for year ended 31 Mar 2026 and Board/auditors' reports.
• Appoint SPML & Associates as Statutory Auditors.
• Re-appoint Santosh Kumar Pandey by rotation.
• Insert Article 85(d) for voluntary dividend waiver.
• Declare final dividend of Rs 1.00 per share.
• Appoint Karan Sharma as Director and Whole-time Executive Director.
• Appoint Mahendra Kumar Modi as Independent Director (age 75 exception).
• Appoint Premendra Rajput as Independent Director.

Voting Status

• Voting outcomes not disclosed; results to be declared within 48 hours.

Directors & Key Management Changes

• Santosh Kumar Pandey retires by rotation; eligible for re-appointment.
• Karan Sharma appointed as Executive/Whole-time Director.
• Mahendra Kumar Modi appointed as Independent Director.
• Premendra Rajput appointed as Independent Director.

Auditor Appointments

• SPML & Associates appointed as Statutory Auditor.

Material Related Party Transactions

• No material related party transactions disclosed.

Transaction summary

• Target Company: AAA TECHNOLOGIES LIMITED.
• Disclosing Party: NOVA GLOBAL OPPORTUNITIES FUND PCC - TOUCHSTONE; not promoter group.
• Transaction Type: Acquisition of voting rights.
• Pre-Transaction Holding: 8,42,707 shares (6.57%).
• Acquired: 4,00,000 voting rights (3.12%).
• Post-Acquisition Holding: 4,42,707 shares (3.45%).
• Mode: Open Market.
• Date: 25 September 2026.
• Equity share capital before: 1,28,26,800; after: 1,28,26,800.
• Total diluted share capital after: 1,28,26,800.

Key details

• Target company: AAA Technologies Limited.
• Acquirer: Century India Opportunity Fund PC; PACs: not separately disclosed.
• Listed on NSE.
• Before acquisition: 607,928 voting rights shares (4.74%).
• Acquired: 395,471 voting rights shares (3.08%).
• Post-acquisition voting rights: 1,003,399 shares (7.82%).
• Mode of acquisition: Open Market.
• Date of acquisition: 25/09/2026.
• Equity share capital before acquisition: 1,28,26,800 shares.
• Equity share capital after acquisition: 1,28,26,800 shares.
• Total diluted share capital after acquisition: 1,28,26,800 shares.

AAA Technologies Limited: Trading Window closed from Thursday, 01 October 2026 and will reopen 48 hours after the conclusion of the Board of Directors meeting to consider the unaudited financial results for the Half Year ended September 30, 2026

Transaction summary

• Target Company: AAA Technologies Limited.
• Disclosing Party: Nova Global Opportunities Fund PCC - Touchstone; not promoter group.
• Transaction Type: Acquisition of voting rights.
• Pre-Transaction Holding: 11,12,900 shares (8.68%).
• Transaction Details: Acquired 2,75,193 shares (2.15%); post-holding 8,37,707 shares (6.53%); mode: Open Market.
• Post-Transaction Holding: 8,37,707 shares (6.53%).
• Date of Transaction: 16 September 2026.
• Share Capital Context: Pre: 1,28,26,800; Post: 1,28,26,800; Diluted: 1,28,26,800.

AGM book closure and e-voting details

• Book closure from 24 Sept 2026 to 30 Sept 2026 for AGM.
• AGM on 30 Sept 2026 to be conducted via VC/OAVM.
• Record date for voting rights is 23 Sept 2026.
• Remote e-voting window runs 27 Sept 2026 09:00 to 29 Sept 2026 17:00.

Record Date & Dividend

• Record date fixed as Wednesday, 23 September 2026 for entitlement to the final dividend.
• Final dividend Rs 1.00 per equity share (face value Rs 10) for FY 2025-26.
• Dividend subject to approval by shareholders at the ensuing AGM.
• Payment within 30 days of shareholder approval, subject to tax deduction at source.
• Board recommended the final dividend in meeting on 08 September 2026.

Financial snapshot

• Revenue from operations: Rs 2,037.86 Lakhs, down 19.94% YoY.
• EBITDA: Rs 308.19 Lakhs; EBITDA margin 14.13%.
• PAT: Rs 206.29 Lakhs; PAT margin 9.46%.
• Basic EPS: Rs 1.61.
• Net worth: Rs 3,096.40 Lakhs; Total assets: Rs 3,264.54 Lakhs.
• Debt-free balance sheet; cash and equivalents Rs 386.90 Lakhs.

Dividend & capital actions

• Final dividend proposed: Rs 1.00 per equity share for FY2025-26.
• Promoter group has waived the right to dividend on waiver shares.
• Record date for dividend: 23 September 2026.
• No reserve transfer reported for the year.

Promoter and governance changes

• New promoter group: Jyotirgamya Advisory Private Limited and Ashok Chordia.
• Jyoti Torani and Prateek Bhansali appointed as Independent Directors.
• Kamal Kishor Sharma appointed as Additional Director (Independent).
• Karan Sharma appointed Executive Director; remuneration up to Rs 2.12 million annually.
• Mahendra Modi appointed Independent Director despite age 75; Premendra Rajput appointed Independent Director.

Strategy and growth outlook

• DPDP Act implementation expands audit scope to DPDP compliance and privacy governance.
• Grow through pan-India cyber security audits; expand to select international markets.
• Focus on long-term recurring revenue via managed audit/compliance services.
• Strengthen balance sheet and margins via tighter cost controls and utilization.

Operational & market context

• Operating as a single segment: IT Audit Services.
• Dominant domestic revenue; exports limited to small component.
• Empanelled with NICSI and SBI; multi-year government/BFSI pipeline.
• Auditor: SPML & Associates; five-year term; audit fee Rs 2,00,000.

Audit and governance flags

• Auditor's report: qualified due to gratuity non-recognition; unbilled revenue; ICFR weaknesses.
• Secretarial audit flagged governance non-compliances; management actions indicated.
• Board composition and regulatory compliance have seen material changes in 2025-26.

Regulatory and risk considerations

• Open Offer completed; promoters reclassified as public; control transferred.
• Regulatory compliance posture improving; DPDP and IT governance remain focus.
• Key risks include cybersecurity landscape, talent retention, and regulatory shifts.

Financial controls and disclosures

• Internal financial controls deemed adequate but require documentary strengthening.
• Management discusses gratuity provision and revenue recognition adjustments under Ind AS 19 and GST policy.
• No subsidiary or foreign operations; OCI disclosures aligned with Ind AS.