AAA Technologies has scheduled its Twenty-Sixth Annual General Meeting (AGM) for September 30, 2026. The company confirmed that the Register of Members and Share Transfer Books will remain closed from September 24, 2026, to September 30, 2026, in connection with the meeting.

The board recommended a final dividend of ₹1.00 per equity share for FY26, contingent upon shareholder approval and specific promoter waivers. Shareholders holding shares as of the record date, September 23, 2026, are eligible to vote and receive dividends if declared.

Dividend Recommendation and Waiver

The board proposed a final dividend of ₹1.00 per equity share of face value ₹10 each, representing 10% of the face value. This payout is subject to approval by shareholders at the AGM.

A key aspect of the dividend proposal involves voluntary waivers by promoter group members. The board conditionally accepted waiver letters from Jyotirgamya Advisory Private Limited and Mr. Ashok Kumar Chordia. These waivers cover approximately 44,61,056 shares, representing an indicative waived amount of ₹44,61,056.

The waivers are contingent upon the approval of a special resolution to insert Article 85(d) into the Articles of Association. This new article would allow members to voluntarily waive their right to receive interim or final dividends without consideration. If this alteration is not approved, the waivers will not be acted upon, and the full dividend will be payable on all eligible shares.

If declared, the dividend will be paid on or before October 30, 2026, subject to applicable tax deductions.

Board Appointments and Re-appointments

The AGM agenda includes several key personnel changes:

• Re-appointment of Mr. Santosh Kumar Pandey: He retires by rotation and offers himself for re-appointment as a Director.
• Appointment of Mr. Karan Sharma: The board seeks approval to appoint Mr. Sharma as a Director and Whole-time Director designated as Executive Director. His term is five years, commencing September 3, 2026, with an annual remuneration ceiling of ₹12,00,000.
• Appointment of Independent Directors: The board proposes the appointment of Mr. Mahendra Kumar Modi and Mr. Premendra Rajput as Non-Executive Independent Directors for five-year terms. Mr. Modi’s appointment requires specific consent as he has attained the age of 75 years.

Statutory Auditor Appointment

Shareholders will be asked to appoint M/s SPML & Associates, Chartered Accountants, as the statutory auditor for a term of five consecutive years. The firm’s fee for the FY27 statutory audit and limited reviews is set at ₹2,00,000, plus applicable taxes and out-of-pocket expenses. They will hold office until the conclusion of the Thirty-First AGM.

Key Dates

MUFG Intime India Private Limited is providing electronic voting facilities. Remote e-voting will be available from September 27, 2026, to September 29, 2026.

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.