AAA Technologies Limited has announced that its board of directors will meet on Saturday, May 30, 2026. The meeting has been convened pursuant to Regulation 29 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Agenda for the Meeting

The primary agenda for the board meeting includes the consideration and approval of the audited financial results for the company for the year ended March 31, 2026. Alongside the results, the board will review the statement of cash flow as of the same date. The directors are also scheduled to adopt the audited financial statements for the financial year ended March 31, 2026, along with the auditors' report.

Another key item on the agenda is the recommendation of a final dividend for the financial year 2025-2026. The board will also deliberate on the appointment of statutory auditors, M/s. S P M L & Associates, Chartered Accountants, and fix their remuneration, subject to member approval at the upcoming Annual General Meeting.

Other Business

The meeting will also address the appointment of an internal auditor and determine the remuneration for the financial year 2026-2027. The board will take note of disclosures regarding directors' interests and disqualifications under relevant sections. Furthermore, the directors will review the compliance report for the quarter ended March 31, 2026, and note compliances under the Companies Act, 2013, and SEBI LODR regulations.

Trading Window Closure

In a related disclosure, the company informed that the trading window for designated persons and their immediate relatives closed on April 1, 2026. This closure will remain in effect until 48 hours after the declaration of the audited financial results for the year ended March 31, 2026.

AAA Technologies Limited has received unanimous endorsement from its Independent Directors Committee (IDC) for the ongoing open offer, with recommendations published in newspapers on April 20, 2026. The IDC has deemed the offer price of ₹101.00 per equity share as fair and reasonable under SEBI regulations.

Open Offer Structure and Timeline

The open offer is being conducted by acquirers Jyotirgamya Advisory Private Limited (Acquirer 1) and Mr. Ashok Kumar Chordia (Acquirer 2) to acquire up to 33,34,968 fully paid-up equity shares having face value of ₹10 each, representing 26.00% of the voting share capital of the target company.

Independent Directors Committee Recommendations

The IDC, comprising Mr. Kamal Kishor Sharma (Chairman), Ms. Jyoti Torani, and Mr. Prateek Bhansali, unanimously approved the recommendations on April 18, 2026. The committee confirmed that the offer price is in accordance with SEBI (SAST) Regulations, 2011 and appears justified based on regulatory criteria.

The recommendations were published in Business Standard (English and Hindi editions) and Navshakti (Marathi, Mumbai edition) on April 20, 2026.

Underlying Transaction Details

The open offer stems from a Share Purchase Agreement entered on December 29, 2025, between the acquirers and certain promoter group sellers. Under this agreement, the acquirers have agreed to acquire 44,10,000 equity shares representing 34.38% of the voting share capital at ₹74.06 per equity share.

Key Appointments and Financial Arrangements

The company has appointed key intermediaries to facilitate the open offer process:

The acquirers have deposited ₹8,50,00,000 in the escrow account, representing 25.23% of the maximum consideration payable, demonstrating compliance with regulatory requirements.

Company Background and Financial Performance

AAA Technologies Limited, incorporated in 2000 and listed on BSE and NSE, operates in IT Security Auditing, Cyber Security Auditing, IT Assurance & Compliances, and IT Governance. The company's recent financial performance shows:

Post-Offer Shareholding Structure

Upon completion of the share purchase agreement and open offer (assuming full acceptance), the acquirers will hold 77,49,555 equity shares representing 60.42% of the voting share capital. The existing promoters will be reclassified as public shareholders, transferring control to the acquirers while maintaining compliance with minimum public shareholding requirements at 39.58%.