AAA Technologies has restructured its Board of Directors following a change in ownership and control. The company appointed Karan Sharma as Executive Director and Premendra Rajput as Non-Executive Independent Director on September 3, 2026. These appointments coincide with the resignations of Managing Director Venugopal Dhoot and Independent Director Kamal Kishor Sharma.

The Board meeting held on September 3, 2026, formalized these transitions in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The changes reflect the execution of a Share Purchase Agreement (SPA) that altered the company's control structure.

Resignations

Venugopal Dhoot resigned from his positions as Director, Managing Director, and Chairman effective August 31, 2026. His departure is directly linked to the SPA and the subsequent change in ownership. Dhoot confirmed there are no other material reasons for his resignation. He ceases to be a member of the Audit Committee, TCWG Committee, and Corporate Social Responsibility (CSR) Committee. He holds no shares in the company.

Kamal Kishor Sharma resigned as Non-Executive Independent Director effective September 2, 2026, citing personal reasons and preoccupations. He also confirmed no other material reasons for his exit. Sharma steps down from all board committees, including the Audit Committee, Nomination & Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC), Independent Director Committee, TCWG Committee, and CSR Committee.

New Appointments

Karan Sharma has been appointed as an Additional Director in the category of Executive Director, effective September 3, 2026. His tenure lasts until the next Annual General Meeting (AGM) or the last date it should have been held, subject to member approval under Regulation 17(1C) of the SEBI LODR Regulations. Sharma brings over 10 years of experience in international trade and business operations. He holds a Master's degree in International Business Management from IMT Ghaziabad. He joins the Audit Committee, CSR Committee, and serves as Chairperson of the TCWG Committee.

Premendra Rajput has been appointed as an Additional Director in the category of Non-Executive Independent Director, effective September 3, 2026. Subject to special resolution approval by members, his first term runs for five consecutive years until September 2, 2031. Rajput, who is not liable to retire by rotation, brings over 24 years of IT industry experience, specializing in global program management and enterprise digital transformation. He serves as Chairperson of the NRC, CSR Committee, and Independent Directors Committee. He is also a member of the Audit Committee, SRC, and TCWG Committee.

Committee Reconstitution

The Board reconstituted its committees to reflect these personnel changes. Ms. Jyoti Torani continues as Chairperson of the Audit Committee and Stakeholders Relationship Committee. Mr. Prateek Bhansali remains a member of the NRC, SRC, TCWG, and Independent Directors Committees. The new committee structures ensure compliance with the Companies Act, 2013, and SEBI LODR Regulations.

AAA Technologies executed a memorandum of understanding on August 13, 2026, with Aikyam Stressed Assets Fund I and its investment manager, Aikyam Capital Management LLP. The agreement outlines a proposed collaboration in the corporate insolvency resolution process of Educomp Solutions Limited.

The company remitted ₹6 crore as refundable, non-interest-bearing earnest money or bid security on August 14 and August 17, 2026. This amount is distinct from the final acquisition consideration, which remains undetermined. The aggregate bid security stands at ₹7.25 crore, including ₹1.25 crore previously deposited by the Aikyam Fund.

Proposed SPV Structure

The parties contemplate incorporating a special purpose vehicle to implement the resolution plan and acquire control of Educomp. The proposed initial shareholding structure for the SPV is:

• Aikyam Fund: 51%
• AAA Technologies: 49%

The MOU envisions a transfer of the remaining 51% stake held by the Aikyam Fund to AAA Technologies one year after the SPV's incorporation. This transfer is conditional upon the approved resolution plan, definitive agreements, valuation, and requisite regulatory approvals, including compliance with SEBI takeover regulations if applicable.

What the Numbers Show

The financial commitment disclosed is strictly limited to the bid security phase. The ₹6 crore remittance represents less than 1% of Educomp’s recent revenue scale, given the target entity reported operating revenues of approximately ₹3.62 crore in FY25, ₹4.14 crore in FY24, and ₹3.98 crore in FY23. The significant disparity between the bid security outlay and the target’s historical revenue underscores that this disclosure pertains solely to the entry fee for the resolution process, not the acquisition cost or operational funding requirements.

Regulatory Approvals and Conditions

The transaction remains highly conditional. Key approvals required include:

• Acceptance of the resolution plan by the committee of creditors under Section 30(4) of the Insolvency and Bankruptcy Code, 2016.
• Approval from the National Company Law Tribunal under Section 31 of the IBC.
• Clearance from the Competition Commission of India, if the transaction constitutes a combination.
• Compliance with Section 29A of the IBC regarding eligibility.

As of the disclosure date, no letter of intent has been issued, the SPV has not been incorporated, and no shares in Educomp have been acquired. The company noted that the disclosure was made beyond the prescribed timeline under Regulation 30 of the SEBI Listing Regulations due to an inadvertent delay following a consolidated legal review.