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%.

AAA Technologies Limited has submitted its quarterly compliance certificate under SEBI (Depositories and Participants) Regulations, 2018 to stock exchanges, marking another milestone in its regulatory adherence for the quarter ended 31st March, 2026.

Regulatory Filing Details

AAA Technologies filed the mandatory certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 on 10th April, 2026. The filing was addressed to both National Stock Exchange of India Limited and BSE Limited, where the company's shares are listed.

Registrar Confirmation

MUFG Intime India Private Limited, serving as the company's registrar and share transfer agent, provided the compliance confirmation. The registrar confirmed that all securities received from depository participants for dematerialisation during Q4 FY26 were properly processed and confirmed to the depositories within prescribed timelines.

Key Compliance Confirmations

The registrar's certificate confirmed several critical compliance aspects:

• Securities received for dematerialisation were confirmed or rejected to depositories as required
• All securities comprised in certificates have been listed on stock exchanges where earlier issued securities are listed
• Security certificates received for dematerialisation were mutilated and cancelled after due verification
• Names of depositories were substituted in the register of members as registered owners within prescribed timelines

Company Information

AAA Technologies Limited operates as an ISO 9001:2015 and ISO 27001:2013 certified company, empanelled by CERT-In for IT Security Auditing Services. The company maintains its registered office at Solaris-1, Powai, Mumbai, and continues to meet its regulatory obligations across multiple compliance frameworks.

The submission of this quarterly certificate demonstrates the company's continued commitment to regulatory compliance and transparency in its dealings with depositories and participants under SEBI regulations.