Accedere Ltd

Dematerialisation status

• Dematerialisation requests during the quarter ended 30 Sep 2026 were confirmed to the depositories (accepted/rejected).
• Securities dematerialised have been listed on the stock exchanges where the existing securities are listed.
• Certificates dematerialised were mutilated and cancelled after verification; depository name substituted as registered owner within timelines.

Accedere Limited: Trading Window closed from October 1, 2026 until 48 hours after declaration of financial results for the quarter ended September 30, 2026

AGM update and strategic focus

• 43rd AGM delivered by MD and CFO outlined strategy, performance, and future focus.
• Controllo, the AI-powered GRC platform, centralises cybersecurity, privacy, risk, and compliance.
• Company expanding capabilities in cybersecurity, privacy, cloud security, and AI governance, with international expansion.
• Revenue from operations: ₹4.14 crore FY2025-26, up from ₹3.64 crore FY2024-25.
• PAT increased to ₹80.43 lakh from ₹25.40 lakh.
• Revenue growth ≈14% year-on-year.
• Subsidiary Freebird Aerospace India Pvt Ltd develops drones; NanoBee and NanoWasp products.
• Freebird focuses on custom drone development for enterprise needs.
• Management aims sustainable growth, profitability, disciplined cost management, and tech-led diversification.
• Strategic objective: build diversified technology group via cybersecurity/AI and aerospace/drone capabilities.

AGM Details

• AGM held on 23 September 2026 at 11:00 AM via VC/OAVM.
• Deemed venue: Registered Office, Mumbai.
• E-voting window: 20-22 September 2026; MUFG Intime India; Scrutinizer: V. Ramachandran.
• Quorum satisfied; Independent Auditor’s report had no qualifications.

Ordinary Business

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Reappoint Kunal Chaudhary as director; retires by rotation, eligible for reappointment.
• Declare final dividend of ₹0.10 per equity share.
• Approve material related party transactions with identified subsidiaries/related parties for 2026-27.

Special Business

• Alter the Objects Clause of the Memorandum of Association.
• Alter the Articles of Association.
• Approve remuneration revision for Kunal Chaudhary, Executive Director.

Voting Status

• Remote e-voting results to be declared within two working days of AGM.

GSM/ASM status changes

• GSM status fluctuated; Stage II on 1 Aug 2026, Stage I on 7 Aug 2026.
• Moved back to GSM Stage II on 20 Aug 2026.
• Removed from GSM on 7 Sep 2026; not GSM 8–14 Sep 2026.
• Entered Short-Term ASM Stage I on 15 Sep 2026.

Dividend declaration

• Dividend recommended for the first time at 13 Aug 2026 Board meeting.
• Dividend subject to members' approval at the 43rd AGM on 23 Sep 2026.

Price movement clarification

• Company states no undisclosed material information beyond what has been disclosed.
• GSM changes and dividend announcement may have influenced investor participation and trading activity.
• No other material information is pending with the exchange.

Financial performance

• Net sales from operations: ₹414.40 lakh in FY2025-26, up 13.8% YoY
• Total income: ₹418.75 lakh; PAT: ₹80.43 lakh
• EBITDA: ₹121.11 lakh; depreciation: ₹22.50 lakh; tax: ₹18.18 lakh
• Standalone EPS: ₹1.76; Consolidated EPS: ₹1.37
• Dividend: final dividend of ₹0.10 per share proposed
• Transfer to reserves: none for the year

Dividend & capital returns

• Final dividend ₹0.10 per equity share; record date 16 Sep 2026
• Bonus issue: 83,220 shares; 1-for-10; from free reserves
• Share capital increased to ₹457.09 lakh; total shares 4,570,920
• Minimum Public Shareholding achieved; seeking MPS compliance waiver for fine

Corporate actions & strategy

• Alteration of MOA to include land/real estate, hotels, agro; Special Resolution
• Alteration of Articles to empower board for corporate actions; Special Resolution
• Strategic focus on cybersecurity, GRC platform Controllo, AI/automation
• Expansion of subsidiary Free Bird Aerospace activities

Board, governance & appointments

• Board of 4 directors; 2 independent; separate independent director meeting on 27 Feb 2026
• Kunal Chaudhary appointed CFO Aug 12 2025; Priya Chaudhary resigned as CFO Aug 11 2025
• AGM via VC/OAVM on 23 Sep 2026; 1,000 attendees cap via live link

Related party transactions

• Remuneration to KMP: Ashwin Chaudhary ₹18.00 lakh; Priya Chaudhary ₹3.00 lakh
• Sitting fees: Harsh Joshi ₹0.50 lakh; Pooja Joshi ₹0.50 lakh
• Loans to related/connected parties: Free Bird Aerospace ₹19.50 lakh; Accedere USA ₹281.79 lakh
• Balances payable to related parties: Harsh Joshi ₹12,500; Pooja Joshi ₹12,500

Subsidiary & consolidation

• Material subsidiary: Free Bird Aerospace India Pvt. Ltd. (51%); turnover ₹94.48 lakh; PAT ₹-14.66 lakh
• Consolidated revenue from operations: ₹419.69 lakh; consolidated PAT to owners: ₹62.78 lakh; minority: ₹-7.28 lakh
• Consolidated total comprehensive income: ₹55.51 lakh

Audit, risk & controls

• Secretarial audit flagged Form MGT-14 not filed for appointing Secretarial/Internal Auditors
• Internal financial controls report issued; no material weaknesses reported
• Auditors: Gupta Raj & Co for standalone & consolidated; tenure through 2026-27
• MPS fine previously levied; company now compliant as of 27 Mar 2026

Risks & outlook

• Risks: tech disruption, cyber threats, talent retention, regulatory changes
• Outlook: growth via expanded cybersecurity, AI-enabled offerings, domestic and international expansion

AGM Details

• Date/time/mode: 23 Sep 2026, 11:00 IST; VC/OAVM.
• Record date: 16 Sep 2026; Book closure: 17–23 Sep 2026.

Key Resolutions

• Adopt standalone and consolidated financial statements.
• Reappoint Kunal Chaudhary by rotation.
• Declare final dividend of ₹0.10 per share.
• Approve material related party transactions with identified subsidiaries up to ₹1 crore (FY2026-27).
• Remuneration revision for Executive Director up to ₹30 lakh per annum.
• Alter MOA to include real estate, hospitality, and agricultural objects.
• Alter AoA to empower Board for corporate actions and financing.

Dividend

• Final dividend proposed at ₹0.10 per equity share; subject to member approval.

Directors

• Director Kunal Chaudhary retires by rotation and seeks reappointment.

Auditors

• Statutory auditor Gupta Raj & Co. to hold office for 2026-27.
• Secretarial auditor VR Associates; MGT-14 not filed.

Material Related Party Transactions

• Approve material related party transactions with identified subsidiaries during FY2026-27 up to ₹1 crore.

Other Material Approvals

• MOA alteration to expand objects to land/real estate, hospitality, and agro activities.
• AoA alteration to empower Board for dividends, securities, borrowings, and other actions.

Board approval

• Board approved audited standalone and consolidated results for quarter and year ended Mar 31, 2026.

Auditor opinion

• Statutory auditors Gupta Raj & Co issued an unmodified opinion.

Consolidated metrics

• Consolidated total income: 419.69 Lacs.
• Consolidated revenue from operations: 415.34 Lacs.
• Consolidated PAT: 65.58 Lacs.
• Consolidated EPS (basic/diluted): 1.37.

Standalone metrics

• Standalone total income: 418.75 Lacs.
• Standalone revenue from operations: 414.40 Lacs.
• Standalone PAT: 80.43 Lacs.
• Standalone EPS (basic/diluted): 1.76.

Balance sheet snapshot

• Consolidated total assets: 623.05 Lacs.
• Consolidated equity: 501.92 Lacs.
• Standalone total assets: 610.56 Lacs.
• Standalone equity: 525.39 Lacs.

Cash flow snapshot

• Standalone CFO: 88.07 Lacs; investing outflow: 127.04 Lacs.
• Standalone financing: 55.18 Lacs; year-end cash: 47.32 Lacs.
• Consolidated CFO: 80.63 Lacs; investing outflow: 112.13 Lacs.
• Consolidated financing: 43.86 Lacs; year-end cash: 48.21 Lacs.

Board timing

• Board meeting May 29, 2026, 5:00 PM to 9:40 PM.

Key resolutions

• Approved 43rd AGM on September 23, 2026.
• Fixed Record Date as September 16, 2026 for final dividend eligibility, pending AGM approval.