Date: August 25, 2026
MOU Execution and Partnership Details
AAA Technologies Limited executed a memorandum of understanding on August 13, 2026 with (i) Deep Mehta acting as trustee of Aikyam Stressed Assets Trust for Aikyam Stressed Assets Fund I (SEBI Registered Category I Alternative Investment Fund, Registration No. IN/AIF1/24-25/1749), and (ii) Aikyam Capital Management LLP, the investment manager of the Aikyam Fund.
The MOU records the parties' understanding regarding their proposed collaboration in the corporate insolvency resolution process (CIRP) of Educomp Solutions Limited. Based on communication dated May 4, 2026 from Educomp's resolution professional, Aikyam Stressed Assets Fund I has been included in the final list of prospective resolution applicants and is eligible to submit a resolution plan subject to RFRP requirements and section 29A compliance under IBC.
Financial Commitment and Bid Security
Aikyam Stressed Assets Fund I had deposited ₹1,25,00,000 as refundable, non-interest-bearing earnest money/bid security for expression of interest. Pursuant to the MOU, AAA Technologies remitted ₹6,00,00,000 on August 14, 2026 and August 17, 2026 to Aikyam Capital Management LLP towards refundable, non-interest-bearing earnest money/bid security for resolution plan submission.
The aggregate amount of ₹7,25,00,000 represents earnest money/bid security and does not constitute the financial bid or acquisition consideration. The final acquisition consideration and Company's aggregate funding commitment have not been determined as of the disclosure date.
Proposed Transaction Structure
Subject to compliance with RFRP, acceptance by committee of creditors, CCI approval if required, letter of intent issuance, NCLT approval, and other applicable approvals, the parties contemplate incorporating a special purpose vehicle (SPV) to implement the resolution plan and acquire control of Educomp.
The proposed initial SPV shareholding is contemplated as 51% by Aikyam Fund or its permitted nominee/affiliate and 49% by AAA Technologies, subject to RFRP, definitive agreements and applicable law.
The MOU further contemplates a proposed transfer to AAA Technologies, after one year from SPV formation, of the balance 51% shareholding in the SPV held by Aikyam Fund or its permitted nominee/affiliate. This transfer is not unconditional and will be subject to RFRP, approved resolution plan, definitive documentation, valuation per MOU, applicable law, and all corporate, shareholder and regulatory approvals including SEBI Takeover Regulations if applicable.
Current Status and Conditions
As of disclosure date: resolution plan was submitted on August 17, 2026; not approved by CoC or NCLT; no letter of intent issued; SPV not incorporated; neither Company nor proposed SPV has acquired any shares in or control over Educomp. The transaction remains conditional with no assurance of completion.
The transaction remains subject to significant CIRP uncertainties including CoC acceptance of resolution plan, continued eligibility under section 29A of IBC, NCLT approval, and other regulatory approvals.
Disclosure Timing
This disclosure is being made beyond the timeline prescribed under Regulation 30 of SEBI Listing Regulations. The delay was due to initial assessment of the MOU's preliminary and conditional nature and CIRP uncertainties. Upon consolidated legal review, the Company determined disclosure was required. The delay was inadvertent and unintentional. The Company has strengthened internal escalation and disclosure-review processes to prevent recurrence.
Annexure A Details - Proposed Acquisition of Educomp
Target Entity: Educomp Solutions Limited (CIN: L74999DL1994PLC061353), listed company undergoing CIRP under IBC
Financial Size: Revenue from operations approximately ₹3.62 crore for FY 2024-25, ₹4.14 crore for FY 2023-24, and ₹23.98 crore for FY 2022-23 (based on latest publicly available audited standalone financial statements)
Related Party Status: Not a related-party transaction for the Company. Promoter, promoter group and group companies have no interest in Educomp, Aikyam entities, or proposed SPV other than Company's proposed investment.
Industry: Education and education-technology sector including digital education content, school-learning solutions and allied services
Objects and Impact: Facilitate resolution and revival of Educomp and provide Company exposure to education-technology sector, which is different from Company's existing IT, cybersecurity and information-systems audit businesses. Presently quantified outlay is ₹6 crore towards refundable bid security.
Timeline: Subject to CIRP completion, selection of successful resolution applicant, and requisite approvals including NCLT approval under section 31 of IBC and SEBI Takeover Regulations compliance. Timeline cannot presently be determined.
Consideration: Proposed to be discharged in cash through SPV subject to final resolution plan. ₹6 crore remitted by Company constitutes refundable bid security, not acquisition consideration.
Acquisition Percentage: Proposed SPV intended to acquire 100% of equity share capital and control of Educomp, or as provided in approved resolution plan. Company initially proposes to hold 49% of SPV.
Background: Educomp incorporated September 7, 1994, listed on BSE (532696) and NSE (EDUCOMP), undergoing CIRP since May 30, 2017, historically operated in education and education technology sector.
Annexure B Details - Proposed SPV Subscription
SPV Details: Name yet to be finalized, proposed incorporation in India
Holding Structure: Initially 51% by Aikyam Stressed Assets Fund I or nominee/affiliate and 49% by AAA Technologies. Classification as associate, joint venture or subsidiary will depend on final governance and control rights and applicable accounting standards.
Industry: Acquisition and resolution-plan implementation vehicle for Educomp in education-technology sector
Background: SPV will be incorporated solely to submit/implement resolution plan and acquire/hold Educomp shareholding and control. No operations commenced, no turnover presently.
Regulatory Approvals: Registrar of Companies incorporation registration and approvals specified in Annexure A Part I
Consideration: Cash subscription to SPV securities
Subscription Cost: Subscription amount, class and issue price not finalized. ₹6 crore bid-security remittance is not subscription price for SPV securities.
Shareholding Percentage: Company proposes initially to hold 49% of SPV. Class, number of securities and governance rights to be determined under definitive documents. Remaining 51% proposed to be transferred to Company after one year from SPV incorporation subject to applicable law, approvals, resolution plan, definitive agreements, and appropriately determined valuation.
MOU Specific Details
Parties: AAA Technologies Limited; Deep Mehta as trustee of Aikyam Stressed Assets Trust for Aikyam Stressed Assets Fund I; Aikyam Capital Management LLP as investment manager
Purpose: Record commercial understanding for collaboration in submission and implementation of resolution plan for Educomp through SPV
Size: Company remitted ₹6 crore as refundable, non-interest-bearing bid security. Final acquisition consideration and aggregate funding commitment not determined.
Shareholding: Company holds no shareholding in Aikyam Stressed Assets Fund I, its trustee or Aikyam Capital Management LLP
Significant Terms: Collaboration for resolution plan submission/implementation; SPV incorporation with initial 51% Aikyam Fund/49% Company holding; ₹6 crore Company remittance towards bid security; proposed transfer of remaining 51% SPV shareholding to Company after one year from SPV incorporation subject to conditions
Board Nomination: MOU does not confer upon Aikyam Fund, its trustee or Aikyam Capital Management LLP any right to nominate director to Company Board or participate in Company management/control. SPV governance rights will be set out in definitive documents. No conflict of interest identified involving any promoter, director or KMP of Company based on presently available declarations.
Termination: No termination, amendment or rescission of MOU as of disclosure date. MOU remains valid until complete resolution process conclusion and may be terminated per clause IX. Any material amendment, termination or rescission will be disclosed per applicable law.