AAA Technologies board of directors approved the annual report for the fiscal year ended March 31, 2026, and recommended a final dividend of ₹1.00 per equity share. The payout represents 10% of the face value of ₹10 per share.

The recommendation is subject to approval by shareholders at the Twenty-Sixth Annual General Meeting (AGM). If declared, the dividend will be paid on or before October 30, 2026, subject to applicable tax deductions.

Corporate Governance Changes

The board also considered a proposal to alter the Articles of Association by inserting a new Article 85(d). This amendment would allow members to voluntarily waive or forgo their right to receive interim or final dividends without consideration. The waiver must be voluntary, unconditional, irrevocable, and submitted before the declaration of the relevant dividend.

The board conditionally accepted waiver letters received from certain promoter group members for the FY26 final dividend. These waivers are contingent upon the proposed Article 85(d) being approved by shareholders via special resolution at the AGM. If the alteration is not approved, the waivers will not be acted upon, and the final dividend will be payable on all eligible equity shares.

Key Dates and Logistics

The company has fixed September 23, 2026, as the record date for determining dividend entitlement and the cut-off date for voting rights eligibility. The AGM is scheduled for September 30, 2026, at 11:00 am via video conferencing or other audio-visual means.

MUFG Intime India Private Limited has been appointed to provide electronic voting facilities, while Mr. Vijay Kumar Mishra has been named as the scrutinizer for the voting process.

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.