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 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 |
Previous Year Ended 31/03/2024 |
|
(Rupees in Lakhs) |
(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 |
119.04 |
108.34 |
| (Current & Deferred) |
|
|
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 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 |
Rupees in Lakhs |
|
Number of Shares |
| 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 reappointment 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 reappointment 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)
? 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 |
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,
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 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 recommendationormaterialorder of the Nomination &
Remuneration Committee, framed a Policy for selection, appointment and remuneration of
Directors and Key Managerial Personnel, including criteria for determining qualifications,
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 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 positive attributes and 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 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 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
|
|
(Rupees in lakhs) |
| 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 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 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,
qualificationand 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: September 2, 2025 |
|