డైరెక్టర్ల నివేదిక AAA Technologies Ltd.

Mar 31, 2025

The Directors are pleased to present the Twenty-Fifth
Annual Report and the Audited Financial Statements for
the year ended 31st March 2025: -

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, 2025
as compared to financial year ended March 31, 2024,
are summarized as follows:

Particulars	Current Year Ended 31/03/2025 (Rupees in Lakhs)	Previous Year Ended 31/03/2024 (Rupees in Lakhs)
Revenue from business operations	2,545.55	2,379.46
Other Income	157.01	88.99
Total Income	2,702.56	2,468.45
Less: - Total Expenses	2,232.49	2,038.91
Profit before exceptional and extraordinary items and tax	470.07	429.54
Less: - Exceptional items	-	-
Profit before Tax	470.07	429.54
Less: - Tax Expenses (Current & Deferred)	119.04	108.34
Profit (Loss) for the period	351.03	321.20
Other Comprehensive Income	-	-
Total Comprehensive Income for the period	351.03	321.20

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. 2,545.55
Lakhs as compared to the previous F.Y of Rs. 2,379.46
Lakhs. There is increase of 6.98% in Revenue from
Business Operations as compared to the previous
year. The Net Profit of the Company recorded an
increase of 9.29% at Rs. 351.03 Lakhs as compared to
the previous F.Y of Rs. 321.20 Lakhs. The Earnings per

Share is Rs. 2.74 as compared to the previous EPS of
Rs. 2.50. The Cyber Security in 2025 has become more
important with issues range from AI-driven malware
to concerns about quantum computing threats and
zero trust architectures therefore businesses has
to be more careful and vigilant for the same 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(1) 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, 2025, 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

The Board of Directors of your company, in its
meeting held on 02nd May, 2025 has recommended

the payment of dividend of Rs. 1.50 per equity share
for the financial year ended March 31, 2025. The
proposal is subject to the approval of shareholders
at the ensuing Annual General Meeting (AGM).

The final dividend on equity shares, if approved by the
members, would involve a cash outflow (including
Tax Deducted at source) of Rs.192.40 Lakhs.

The dividend would be payable whose names
appear in the Register of Members as on the Book
Closure Date.

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

No material changes and commitments affecting
the financial position of the Company occurred
between the end of the financial year 2024-25 to
which these financial statements relate and the date
of this report.

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 31st 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) was reappointed as the Executive
Director of the Company.

» DIRECTOR RETIRE BY ROTATION: Mrs. Ruchi
Agarwal, (DIN: 00415485) Executive Director
retires by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, offers herself
for re-appointment. The Board recommends
the re-appointment of Mrs. Ruchi Agarwal, (DIN:
00415485)

RE-APPOINTMENT OF EXECUTIVE DIRECTORS:

Re-Appointment of Mr. Anjay Agarwal, (DIN: 00415477)
as Managing Director of the Company for a period
of Five Years. The Board recommends the re¬
appointment of Mr. Anjay Agarwal, (DIN: 00415477)

Re-Appointment of Mr. Venugopal Dhoot (DIN:
02147946) as Whole Time Director of the Company
on attaining age of Seventy Years for a period of Five
Years. The Board recommends the re-appointment
of Mr. Venugopal Dhoot (DIN: 02147946)

Re-Appointment of Mrs. Ruchi Agarwal (DIN:
00415485) as Executive Director of the Company for a
period of Five Years. The Board recommends the re¬
appointment of Mrs. Ruchi Agarwal (DIN: 00415485)

RE-APPOINTMENT OF NON EXECUTIVE INDEPENDENT
DIRECTORS:

Re-Appointment of Mr. Rajesh Verma (DIN: 08813054)
as Non-Executive Independent Director of the
Company for a period of Five Years. The Board
recommends the re-appointment of Mr. Rajesh
Verma (DIN: 08813054)

Re-Appointment of Mr. Naveen Srivastava (DIN:
08813063) as Non-Executive Independent Director of
the Company for a period of Five Years. The Board
recommends the re-appointment of Mr. Naveen
Srivastava (DIN: 08813063)

Re-Appointment of Mr. Nabankur Sen (DIN: 08813293)
as Non-Executive Independent Director of the
Company for a period of Five Years. The Board
recommends the re-appointment of Mr. Nabankur
Sen (DIN: 08813293)

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
chairman) 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;

» CURRENT STRUCTURE OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Sr. No.	din/pan	Name of Director/Key Managerial Personnel	Designation
1	00415477	Anjay Ratanlal Agarwal	Chairman and Managing Director
2	02147946	Venugopal Madanlal Dhoot	Whole-Time Director and CFO
3	00415485	Ruchi Anjay Agarwal	Women Executive Director
4	08813054	Rajesh Chandra Verma	Non-Executive Independent Director
5	08813063	Naveen G Srivastava	Non-Executive Independent Director
6	08813293	Nabankur Sen	Non-Executive Independent Director
7	EDHPS8548R	Saqar Manoj Shah	Company Secretary and Compliance Officer

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 confirms
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 & 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 Chairman of the
Audit Committee in the exceptional cases.

We affirm that during the financial year 2024-25,
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,
[ICAI 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 confirmed that, they satisfy the
eligibility criteria to be appointed as Statutory
Auditor in the Company.

24. AUDITOR’S REPORT

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

25. REPORTING OF FRAUD BY AUDITORS

During the year under review, statutory auditor has
not reported any instances of Fraud committed
against theCompany byits officers oremployee, the
details of which needs to be reported to the Board
under Section 143(12) of the Companies Act, 2013.

26. INTERNAL AUDITOR

For the financial year 2024-25, the Company in the
Board Meeting held on 28th May, 2024 appointed
M/s. P D Pandya & Associates (Practicing Company
Secretaries), as Internal Auditors of the Company
for the financial year 2024-2025 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 2024-

25. 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 Secretarial
Audit Report does not contain any 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 & 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 2024-25, 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(1) of the

Act.

31. LOANS, GUARANTEES AND INVESTMENTS

There are no 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

Particulars	Current year	Previous Year
Foreign Exchange	5.40	2.70
Earnings
Foreign Exchange	7.45	5.95
Outgo

34. PARTICULARS OF THE EMPLOYEES AND REMU¬
NERATION.

Pursuant to Section 197 of the Companies Act, 2013
read with Rule 5(1) 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 (UPSI)'' 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 current financial year 2024-2025,
there was no instance 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

During the financial year 2022-2023, there
was only one instance 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 i.e. 6 days of delay in implementation
of Bonus Issue @ Rs. 20,000/- per day
amounting to Rs. 1,20,000/-

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

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

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.

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/-

Anjay Agarwal Venugopal M. Dhoot

^{Chairman and Managing Director} Wh ole Time Di recto r & Chief Finan cial Offic er

^D|N: 00415477 DIN: 02147946

Place: Mumbai

Dated: September 2, 2025

---

Mar 31, 2024

The Directors are pleased to present the Twenty-Fourth Annual Report and the Audited Financial Statements for the year ended 31^st March 2024: -

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, 2024 as compared to financial year ended March 31, 2023, are summarized as follows:

Particulars	Current Year Ended	Previous Year Ended
	31/03/2024	31/03/2023
	(Rupees in Lakhs)	(Rupees in Lakhs)
Revenue from business operations	2,379.46	2,300.04
Other Income	88.99	50.96
Total Income	2,468.45	2,351.00
Less: - Total Expenses	2,038.91	1,967.63
Profit before exceptional and extraordinary items and tax	429.54	383.37
Less: - Exceptional items	-	-
Profit before Tax	429.54	383.37
Less: - Tax Expenses (Current & Deferred)	108.34	96.53
Profit (Loss) for the period	321.20	286.84
Other Comprehensive Income	-	-
Total Comprehensive Income for the period	321.20	286.84

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. 2,379.46 Lakhs as compared to the previous F.Y of Rs. 2,300.04 Lakhs. There is increase of 3.45% in Revenue from Business Operations as compared to the previous year. The EBITDA of the company recorded an increase of 27.41% at Rs. 515.69 Lakhs as compared to the previous F.Y of Rs. 404.74 Lakhs. The Net Profit of the Company recorded an increase of 11.98% at Rs. 321.20 Lakhs as compared to the previous F.Y of Rs. 286.84 Lakhs. The Earnings per Share is Rs. 2.50 as compared to the previous EPS of Rs. 2.24. The Stringent Regulatory Mandates, Digital Growth & Increase in Cyber Attacks / Cyber Warfare has resulted the businesses realizing the importance of cyber security 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(1) 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 31^st March, 2024, 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

The Board of Directors of your company, in its meeting held on 28^th May, 2024 has recommended the payment of dividend of Rs. 0.50 per equity share for the financial year ended March 31, 2024. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM).

The final dividend on equity shares, if approved by the members, would involve a cash outflow (including Tax Deducted at source) of Rs.64.13 Lakhs.

The dividend would be payable whose names appear in the Register of Members as on the Book Closure Date.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2023-24 to which these financial statements relate and the date of this report.

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.

	As at 31st March 2024
Particulars
	Number of	Rupees in
	Shares	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. Venugopal Dhoot, (DIN: 02147946) was reappointed as the Executive Director of the Company.

> DIRECTOR RETIRE BY ROTATION:

Mr. Anjay Agarwal, (DIN: 00415477) Executive Director retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Anjay Agarwal, (DIN: 00415477)

Sr. Nn		Name of Director/Key Managerial Personnel
	DIN/PAN		Designation
1.	00415477	Anjay Ratanlal Agarwal	Chairman and Managing Director
2.	02147946	Venugopal Madanlal Dhoot	Whole-Time Director and CFO
3.	00415485	Ruchi Anjay Agarwal	Women Executive Director
4.	08813054	Rajesh Chandra Verma	Non-Executive Independent Director
5.	08813063	Naveen G Srivastava	Non-Executive Independent Director
6.	08813293	Nabankur Sen	Non-Executive Independent Director
7.	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 chairman) 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, NonExecutive 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 confirms 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 & 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 Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2023-24, 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

The Statutory Auditors of the Company, M/s. Vandana V. Dodhia & Co., Chartered Accountant [ICAI Registration No. 117812W], are to be re-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 confirmed that, they satisfy the eligibility criteria to be appointed as Statutory Auditor in the Company.

24. AUDITOR''S REPORT

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

25. REPORTING OF FRAUD BY AUDITORS

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(12) of the Companies Act, 2013.

26. INTERNAL AUDITOR

For the financial year 2023-24, the Company in the Board Meeting held on 18^th May, 2023 appointed M/s. P D Pandya & Associates (Practicing Company Secretaries), as Internal Auditors of the Company for the financial year 2023-2024 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 ended March 31, 2024. 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 Secretarial Audit Report does not contain any 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 & 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 2023-24, 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(1) of the Act.

31. LOANS, GUARANTEES AND INVESTMENTS

There are no 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		2.70			22.44
Foreign Exchange Outgo		5.95			4.53

34. PARTICULARS OF THE EMPLOYEES AND REMUNERATION.

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) 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 (UPSI)'' 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 current financial year 2023-2024, there was no instance 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.

During the financial year 2022-2023, there was only one instance 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 i.e. 6 days of delay in implementation of Bonus Issue @ Rs. 20,000/- per day amounting to Rs. 1,20,000/-

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

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

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.

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/-

Anjay Agarwal Venugopal M. Dhoot

Chairman and Managing Director Whole Time Director & Chief Financial Officer DIN:00415477 DIN:02147946

Place: Mumbai Dated: August 12, 2024