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AAA Technologies Ltd			Industry : Computers - Software - Medium / Small


BSE Code:	543671	NSE Symbol:	AAATECH	P/E(TTM):	55.74

ISIN Demat:	INE0D0U01013	Div & Yield %:	0	EPS(TTM):	1.62

Book Value(Rs):	24.1400817	Market Cap ( Cr.):	115.83	Face Value(Rs):	10

Change Company

To,

The Members,

AAA Technologies Limited

The Directors are pleased to present the Twenty-Fifth Annual Report and the Audited Financial Statements for the year ended 31st March 2026: -

1. Change in the Management of the Company

During the Year , there has been change in the Management of the Company.

a) Resignation of Directors

• The Board of Directors at its meeting held on December 06 ,2025 accepted the resignation of Mr. Nabankur Sen (DIN: 08813293) as " Non Executive Independent Director "of the Company.

• The Board of Directors at its meeting held on December 06 ,2025 accepted the resignation of Mr. Rajesh Chandra Verma (DIN: 08813054) as " Non Executive Independent Director "of the Company.

• The Board of Directors at its meeting held on December 10 ,2025 accepted the resignation of Mr Naveen Srivastava (DIN: 08813063) as " Non Executive Independent Director " of the Company.

• The Board of Directors , through circular resolution passed on December 15 .2025 accepted the resignations of Mr. Anjay Agarwal, (DIN: 00415477) and Mrs Ruchi Agarwal (DIN: 00415485) dt December 11 , 2025 from their positions as "Executive Directors " of the Company.

• The Board of Directors at its meeting held on September 3 ,2026 accepted the resignations of Mr. Venugopal Dhoot (DIN: 02147946) as "Executive Director/CFO " of the Company.

• The Board of Directors at its meeting held on September 3 ,2026 accepted the resignations of Mr. Kamal Kishore Sharma (DIN: 10611254) as "Non Executive Independent Director of the Company

The Board places on record its sincere appreciation for the valuable contribution, guidance and support extended by outgoing directors during their tenure with the Company.

b) Appointment of New Directors

• The Board of Directors as its meeting held on December 06 ,2025 approved the appointment of Ms Jyoti Torani (DIN :09290618) as " Non Executive Independent Director " of the Company.

• The Board of Directors as its meeting held on December 06 ,2025 approved the appointment of Mr Prateek Bhansali (DIN :10168425) as " Non Executive Independent Director " of the Company.

• The Board of Directors as its meeting held on December 10 ,2025 approved the appointment of Mr Kamal Kishor Sharma (DIN :10611254) as " Non Executive Independent Director " of the Company.

• The Board of Directors also appointed Mr Deepak Sharma (PAN: AASPS8961L) as "Chief Financial Officer " of the Company wef March 06 ,2026.

• The Board of Directors as its meeting held on June 19 ,2026 approved the appointment of Mr Santosh Kumar Pandey (DIN :02643704 ) as " Whole Time Director " of the Company

• The Board of Directors as its meeting held on June 19 ,2026 approved the appointment of Mr Ashok Kumar Chordia ( DIN :01511622 ) as " Promoter Non Executive Director " of the Company.

• The Board of Directors as its meeting held on September 3,2026 recommended the appointment of Mr M K Modi who has attained the age of 75 years ( DIN :00014594 ) as "Non Executive Independent Director " of the Company subject to special resolution passed at the Annual General Meeting of the Company.

• The Board of Directors as its meeting held on September 3 ,2026 approved the appointment of Mr Karan Sharma ( DIN :11552334) as "Executive Director " of the Company.

• The Board of Directors as its meeting held on September 3 ,2026 approved the appointment of Mr Premendra Rajput ( DIN : 11569752) as " Non Executive Independent Director " of the Company.

The Board of Directors confirms that it has duly assessed the integrity, expertise, and experience of all members of the Board, including the independent directors appointed during the financial year.

The necessary disclosures pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws have been duly made, and requisite filings have been completed with the Registrar of Companies and the stock exchanges where the Company's securities are listed.

1. FINANCIAL RESULTS

The financial statements of the Company are prepared in accordance with Indian Accounting

Standards ("Ind AS") and are in accordance with the Section 133 of the Companies Act, 2013 (the ‘Act') read with Companies (Accounts) Rules, 2014 and amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2026 as compared to financial year ended March 31, 2025, are summarized as follows:

Particulars	Current Yoar Ended 31/03/2026 (Rupoos in Lakhs)	Previous Year Ended 31/03/2025 (Rupees in Lakhs)
Revenue from business operations	2,037.86	2,545.55
Other Income	142.40	157.01
Total Income	2,180.26	2,702.56
Less: - Total Expenses	1.90423	2232.51
Profit before exceptional and extraordinary items and tax	276.03	470.05
Less: - Exceptional items	-	-
Profit before Tax	276.03	470.05
Less: - Tax Expenses (Current & Deferred)	69.74	119.04
Profit (loss) for the period	206.29	351.01
Other Comprehensive Income	-	-
Total Comprehensive Income for the period	206.29	351.01

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review. Company's performance is as follows:

Revenue from Business Operations is Rs. 2,037.86 Lakhs as compared to the previous F.Y of Rs. 2,545.55 Lakhs. There has been decrease of 19.94% in Revenue from Business Operations as compared to the previous year. The Net Profit of the Company also recorded a decrease of 41.23% at Rs.206.29 Lakhs as compared to the previous F.Y of Rs. 351.01 Lakhs. The Earnings per Share is Rs. 1.61 as compared to the previous EPS of Rs. 2.74.

The company's turnover, profitability, and earnings per share (EPS) decreased compared to the previous year due to sudden exit of Executive leadership of the Company during the last week of Q3 .

This sudden management transition resulted in a temporary disruption to operations, decisionmaking, and business execution, impacting sales momentum and profitability.

However, Our Management and Operational team had ensured that that this disruption was effectively contained. Our core leadership and staff remained firmly in place, enabling us to stabilise operations quickly, protect key customer relationships, and maintain the continuity of our strategic initiatives.

The future of the Company business is defined by a shift from purely technical reviews to integrated security and privacy compliance, primarily driven by India's Digital Personal Data Protection (DPDP) framework. This evolution expands audit scope to include mandatory DPDP compliance, privacy governance, and third-party risk management, creating new growth opportunities for audit providers. The decision turns on the increasing regulatory requirements and the need for organizations to demonstrate both security and privacy assurance and hence, your directors expect better performance in coming years & exponential growth for the period which lies ahead.

3. LISTING ON MAIN BOARD OF NSE AND BSE

The Equity Shares of the Company was listed and admitted to dealings on the EMERGE SME Platform of the National Stock Exchange of India Limited w.e.f. October 13, 2020 with symbol "AAATECH". The Company migrated to Main Board of National Stock Exchange of India Limited with symbol "AAATECH" and Bombay Stock Exchange with Scrip Code "543671" and Scrip ID "AAATECH" w.e.f. November 28,2022.

4. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act. read with Rule 12(l) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return is appended to this report as Annexure - I and has also been uploaded on the company's website under the web link of www.aaatechnologies.co.in.

5. TRANSFER TO RESERVE

For the financial year ended 31st March, 2026, your Company has not proposed to carry or transfer any amount to any other specific reserve account.

6. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

7. DIVIDEND

I am pleased to recommend a dividend for the year under review, reflecting the Board's confidence in the

Company's underlying strength and future prospects.

Despite the short-term impact on profitability arising from the sudden change in executive leadership during the final quarter, the Company has maintained a solid financial position and strong cash flows. In line with our commitment to delivering consistent returns to our shareholders while preserving sufficient resources for growth, the Board has recommended a dividend of Rs 1.00 per share for the financial year ended March 31,2026.

This recommendation is subject to the approval of the shareholders at the forthcoming Annual General Meeting. If approved, the dividend will be paid to those shareholders whose names appear on the Register of Members as at the close of business on the record date to be announced in due course.

The Promoter Group of the Company has voluntarily and unconditionally waived its right to receive dividend for the financial year [FY 2025 -26 ] on the equity shares held by them, if any dividend is declared by the Company for the said year.

This waiver has been furnished in writing by the Promoter Group and taken on record by the Board of Directors. The waiver does not affect the entitlement of any other shareholder of the Company, and all non-promoter shareholders will continue to be entitled to receive dividend, if declared, in accordance with the applicable laws and the provisions of the Articles of Association of the Company.

The Board believes that this dividend level appropriately balances rewarding our shareholders with retaining capital to support the Company's strategic priorities and long-term value creation.

8. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate during the year under review.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend in the books for more than 7 years, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There have been material changes and commitments as summarized here below

a) The Company has recognised gratuity provision for the first time during the current period based on two actuarial valuation reports obtained under Ind AS 19, Employee Benefits, as at 30 June 2026 and 31 March 2026. Accordingly, the Company has restated the comparative financial information for the quarter ended 30 June 2025 and the quarter and year ended 31 March 2026. including the related deferred tax effects. For presenting the comparative quarterly financial information, the impact of the gratuity provision as at 31 March 2026 has been allocated equally between the quarter ended 30 June 2025 and the quarter ended 31 March 2026.

b) Until 31 March 2026, the Company recognised revenue inclusive of Goods and Services Tax ("GST") with a corresponding debit to Other Expenses. During the quarter ended June 30, 2026, the Company has changed its accounting policy to recognise revenue net of GST, with effect from April 1, 2026, in order to align the presentation of revenue with the requirements of the applicable Indian Accounting Standards.

c) The Company has , in collaboration with an Investment Management Agency of CAT 1 Special Situation Fund being one of shortlisted "Prospective Resolution Applicant(PRA) ", agreed to invest Rs 7.52 Crore to enable the PRA participate in the CIRP for acquiring the Corporate Debtor (cd) , in accordance with the Indian Bankruptcy Code (iBC) guidelines. The objective of the Investment is to acquire the 100% equity shares of the CD as a going concern through a Special Purpose Vehicle ("SPV") and to comply with all requirements set forth by the National Company Law Tribunal (NCLT). The Company has since invested Rs 6 Crores as on date . The Corporate Debtor has been once a leading Ed Tech Company , with significant value locked in Tangible and Intellectual assets (including platforms, content libraries, technology frameworks, and brand-related intangibles ) .and also listed on BSE and NSE.

The Company believes that this investment , to acquire CD as a going concern, will

a) Leverage existing technology and content to accelerate growth in allied or core business segments.

b) Monetise and redeploy the IP across geographies and verticals without incurring the time and cost associated with building such assets from scratch.

c) Realise potential upside through restructuring, rebranding, or integration into the Company's existing business ecosystem.

d) Enhance the Company's presence in the technology /Ed Tech Space , a sector with structural growth prospects.

e) Create opportunities for cross selling , integrationof services , and operational synergies with existing business lines.

f) Diversify revenue streams and reduce dependencies on existing segments , improving the long term sustainability of earnings.

g) Will create value for CD, being a listed entity, through turnaround and potential market repositioning

In view of the above factors, the Board believes that the investment in enabling the PRA's participation in the CIRP, with the objective of acquiring 100% equity in the Corporate Debtor through an SPV, is a well-considered, strategically aligned decision. It is expected to generate attractive risk-adjusted returns over time and create long-term value for the Company and its shareholders, while complying fully with the IBC framework and NCLT requirements.

11. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

12. CHANGES IN SHARE CAPITAL

Particulars	As at 31 March 2025
	Number of Shares	Rupees in Lakhs
Shares outstanding at the beginning of the year	1.28,26.800	1,282.68
Changes during the year	-	-
Shares outstanding at the end of the year	1,28,26,800	1,282.68

13. DEPOSITORY SERVICES

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE0D0U01013.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

• During the year under review Mr. Anjay Agarwal, (DIN: 00415477) and Mrs Ruchi Agarwal (DIN: 00415485) have resigned as Executive Directors of the Company wef December 12,2025.

• During the year under review Mr. Venugopal Dhoot (DIN: 02147946 ) has resigned as Executive Director of the Company wef September 3,2026.

• During the year under review , Mr Deepak Sharma , has been appointed as Chief Financial Officer of the Company wef March 06,2026.

• During the Year Under review , Mr Santosh Kumar Pandey ( DIN : 02643704 ) has been appointed as "Whole Time Director " of the Company wef June 19 ,2026

• During the Year Under review , Mr Ashok Kumar Chordia ( DIN : 02643704 ) has been appointed as "Promoter Non Executive " Director of the Company wef June 19,2026

• CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	din/pan	Name of Director/Key Managerial Personnel	Designation
1.	02643704	Santosh Kumar Pandey	Whole-Time Director
2	01511622	Ashok Kumar Chordia	Promoter Non-Executive Director
3.	11552334	Karan Sharma	Executive Director
4.	09290618	Jyoti Torani	Non-Executive Independent Director
5.	10168425	Prateek Bhansali	Non-Executive Independent Director
6.	11569752	Premendra Rajput	Non-Executive Independent Director
7.	AASPS8961L	Deepak Sharma	Chief Financial Officer
8.	EDHPS8548R	Sagar Manoj Shah	Company Secretary and Compliance Officer

15. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013. a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including Executive Director) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings:

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance:

4. Providing perspectives and feedback going beyond information provided by the management.

16. CORPORATE SOCIAL RESPONSIBILITY

The members of Corporate Social Responsibility Committee held internal discussion and it came to the conclusion that during the year under Review Company has not exceeded any of the limit prescribed in section 135. Hence the company does not require to comply with provisions of Corporate Social Responsibility nor required to make any provision of expenses for CSR activities given in Schedule VII of the Companies Act, 2013.

17. DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company states that-

a) In the preparation of the annual accounts, the applicable Indian Accounting Standards ("Ind AS") had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors of the Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CODE OF CONDUCT

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company's Website www.aaatechnologies.co.in

19. NOMINATION AND REMUNERATION POLICY

The Board has. on the recommendation of the Nomination 8, Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Company's Website, www.aaatechnologies.co.in

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act. 2013. the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Executive Director of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2025-26, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at www.aaatechnologies.co.in

21. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

The Risk Management Policy is available on the website of the Company at www.aaatechnologies.co.in

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

23. STATUTORY AUDITOR

M/s. S P M L & Associates, Chartered Accountants, [iCAl Registration No. 136549W are , appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company subject to the approval of Shareholders. The statutory auditor has conveyed that, they satisfy the eligibility criteria to be appointed as Statutory Auditor in the Company.

24. AUDITOR'S REPORT

There have been no reservation, adverse remark or disclaimer given by the Auditor in their Report.

There have been two qualifications in the Auditor report for which necessary corrective steps have been already been taken by the new management during the current financial Year 2026-27. These have been explained in 10 (a) and (b) above.

25. REPORTING BY AUDITORS UNDER SEC 143 (l2) OF THE COMPANIES ACT ,2013

During the year under review, statutory auditor has not reported any instances of Fraud committed against the Company by its officers or employee, the details of which needs to be reported to the Board under Section 143(l2) of the Companies Act, 2013.

26. INTERNAL AUDITOR

For the financial year 2025-26, the Company in the Board Meeting held on 2nd May, 2025 appointed M/s. P D Pandya & Associates, as Internal Auditors of the Company for the financial year 2025-2026 and the report of Internal Auditor was issued and the same has been reviewed by audit committee.

27. SECRETARIAL AUDITOR

The Board appointed M/s. VKM & Associates. Practicing Company Secretaries (COP No. 4279) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2025-26. As per the provisions of Section 204 of the Act read with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is given as Annexure II and forms part of this Report. The Board has taken note of The Secretarial Audit Report containing qualification, reservation, adverse remark or disclaimer.

28. CORPORATE GOVERNANCE

AAA Technologies Limited constantly endeavors to follow the appropriate standards for Corporate Governance and best practices and disclose the same transparently. The board is conscious of its inherent responsibility to disclose timely and accurate information on the company's operations, performance, material corporate events as well as on the leadership and governance matters relating to the company.

The company has complied with the requirements of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices is given as Annexure III and forms part of this report.

A Compliance Certificate signed by Chief Financial Officer is given as Annexure IV and forms part of this report.

A Certificate on Corporate Governance issued by M/s. VKM 8, Associates, Practicing Company Secretaries (COP No. 4279) is given as Annexure V and forms part of this Report.

A Certificate that none of the Directors are disqualified issued by M/s. VKM & Associates. Practicing Company Secretaries (COP No. 4279) is given as Annexure VI and forms part of this Report.

29. COST AUDITOR

For the financial year 2025-26, the Company is not required to appoint any Cost Auditor.

30. DISCLOSURE ON MAINTENANCE OF COST RECORDS

The Company is not required to Maintain cost records as specified under section 148(l) of the Act.

31. LOANS. GUARANTEES AND INVESTMENTS

During the Year . the Company has given Intercorporate deposit of Rs 18,00,00,000 (Rupees Eighteen Crores only) .The Intercorporate Deposit has been duly approved by the Audit Committee and Board of Directors.

The repayment of the Intercorporate deposit has been as per Agreed Repayment plan and Company has received repayment of Rs 5,00,00,000 (Rupees Five Crore Only) as

on date of the report .

There are no other loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder.

32. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company's website at www.aaatechnologies.co.in. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. Therefore, Form AOC-2, is not required to be annexed.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Considering the nature of activities of the company, the provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the company.

B. Foreign exchange earnings and Outgo (Rupees in lakhs)

Particulars	Current year	Previous Year
Foreign Exchange Earnings	0.00	5.40
Foreign Exchange Outgo	0.00	7.45

34. PARTICULARS OF THE EMPLOYEES AND REMUNERATION.

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, details of ratio of remuneration of each director to the median employee's remuneration are appended to this report as "Annexure VII".

35. MANAGEMENT DISCUSSION ANALYSIS

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure VIII".

36. BUSINESS RESPONSIBILITY REPORT

As per the provisions of Regulation 34(2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report ("BRR"). But, the Company, not being one of such top 1000 listed entities, is not required to annex any Business Responsibility Report.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

39. INSIDER TRADING

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons' ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSl)' in compliance with the PIT Regulations. This Code is displayed on the Company's website, www.aaatechnologies.co.in

40. AFFIRMATIONS AND DISCLOSURES

a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years:

During the financial year 2025-2026, there were two instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets:

1. Delay/Non-submission of Annual Secretarial Compliance Report in PDF Format and the payment of fine was paid by the Company to BSE Limited which amounted to Rs. 87,320/- Inclusive of GST.

2. Delay/alleged delay in submission of Voting Results in XBRL Mode and the Payment of fine was paid by the Company to National Stock Exchange of India Limited which amounted to Rs. 11,800/- Inclusive of GST and to BSE Limited which amounted to Rs. 11,800/- Inclusive of GST.

b. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: NIL

c. Open Offer

An Open Offer was made by Jyotirgamya Advisory Private Limited and Mr. Ashok Kumar Chordia under Regulations 3(l) and 4 of the SEBI SAST Regulations for acquisition of up to 33,34, 968 equity shares, representing 26.00% of the voting share capital of the listed entity, at an offer price of Rs. 10l/- per equity share. The Open Offer was pursuant to Share Purchase Agreement dated December 29, 2025 for acquisition of 44,10,000 equity shares, representing 34.38% of the voting share capital of the listed entity.

The Company in relation to the Share Purchase Agreement dated December 29,2025 ("SPA"), hereby inform you that the transactions contemplated under the SPA entered into amongst Mr. Venugopal Madanlal Dhoot, Mrs. Shobha Venugopal Dhoot, Mr. Anirudh Venugopal Dhoot and Mr. Vineet Venugopal Dhoot (collectively, the "Sellers") and Jyotirgamya Advisory Private Limited and Mr. Ashok Kumar Chordia (collectively, the "Acquirers") have been completed and consummated, and the acquisition of the Sale Shares and consequent change in control of the Company have become effective on August 04,2026.

The final tranche of the purchase consideration payable under the SPA was paid to the Sellers on July 31, 2026, and the transfer of the entire 44,10,000 fully paid-up equity shares of face value iflO each of the Company held by the Sellers ("Sale Shares") in favour of the Acquirers was completed through the transfer of shares on August 04,2026.

The details of the shares transferred by the Sellers are as follows:

Sr. No. Name of Seller	Shares held prior to Closing	Shares transferred	after Closing
1. Mr. Venugopal Madanlal Dhoot	11,02,500	11,02500	Nil
2 Mrs. Shobha Vonugopal Dhoot	11,02500	11,02500	Nil
3. Mr. Anirudh Vonugopal Dhoot	11,02,500	11,02500	Nil
4. Mr. Vineet Venugopal Dhoot	11,02500	11,02500	Nil
Total	44,10,000	44,10,000	Nil

The Sale Shares have been acquired by the Acquirers in the following manner along with existing shareholding:

Sr. N o. Name of Acquiror	Numb or of shares acquir cd	Porconta goof sharos acquired	Existi ng share s	Existing sharchold ing	Total share shcld as on date	Total sharchold ing hold as on date
i. Jyotirga mya Advisory Private Limited	37,68,6 60	29.38%	46,46 9	0.36%	38,15,1 29	29.74%
2. Mr. Ashok Kumar Chordia	6,41,340	5.00%	4,587	0.04%	6,45,9 27	5.04%
Total	44,10,0 00	34.38%				34.78%

Consequent to the completion of the aforesaid transfer and the Open Offer made in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirers have acquired control over the Company with effect from August 04,2026.

The entire shareholding of the Sellers in the Company stands transferred to the Acquirers and the Sellers have ceased to hold any equity shares in the Company.

The Open Offer made by the Acquirers under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 has also been completed.

In accordance with the terms of the Share Purchase Agreement, the Letter of Offer and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Acquirers shall be classified as the Promoters of the Company and the existing Promoters and members of the existing Promoter Group shall cease to be classified as Promoters of the Company and shall be reclassified as public shareholders, in accordance with applicable law.

41. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT, 1961

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is reported.

The Board confirms that the Company is in compliance with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and relevant State rules.

42. POLICY ON BOARD DIVERSITY:

The Board has framed a policy for Board Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides organization's approach to Board Diversity.

Your Company believes that. Board diversity on the basis of the gender, race and age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different geographies, culture, industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Company's website at www.aaatechnologies.co.in

43. ACKNOWLEDGEMENT

The Directors take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities, Stock Exchanges. Depository Services and RTA for their continued support.

For and on behalf of the Board of Directors
AAA TECHNOLOGIES LIMITED
Sd	Sd
Santosh Kumar Pandey	Karan Sharma
Whole Time Director	Executive Director
DIN: 02643704	DIN: 11552334
Place: Mumbai
Dated: 08.09.2026