AAA Technologies Limited has released its Letter of Offer outlining the schedule and terms for an upcoming open offer, with the tendering period scheduled from April 23, 2026 to May 07, 2026.

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.

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.

The total purchase consideration for the underlying transaction amounts to ₹32,66,04,600, to be paid in four equal installments of 25.00% each at different milestones.

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. This demonstrates compliance with regulatory requirements for firm financial arrangements.

Regulatory Compliance and Timeline

The open offer follows the revised schedule after receiving SEBI observations on April 06, 2026. Key regulatory milestones include:

• Public Announcement: December 29, 2025
• Detailed Public Statement: January 05, 2026
• SEBI Observations Received: April 06, 2026
• Letter of Offer Dispatch: By April 16, 2026
• Independent Directors' Recommendation: By April 20, 2026

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:

The company's authorized share capital stands at ₹15,00,00,000 comprising 1,50,00,000 equity shares of ₹10 each, with issued and paid-up capital of ₹12,82,68,000 comprising 1,28,26,800 equity shares.

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. Public shareholding will remain at 39.58%, maintaining compliance with minimum public shareholding requirements.

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.