Austere Systems Ltd

Austere Systems Limited: Trading Window closed from 1st October, 2026 till the end of 48 hours after the declaration of unaudited Standalone Financial Results of the Company for the half year ending on 30 September, 2026.

AGM details

• AGM held Sept 30, 2026 at 11:00 IST via VC/OAVM.
• Quorum: 15 members; meeting chaired by Managing Director.
• Remote e-voting window Sept 27–29, 2026; Scrutiniser appointed.

Resolutions

• Adoption of audited financial statements and reports for year ended Mar 31, 2026.
• Dividend declared at 8% of face value ₹10 (₹0.80 per share).
• Re-appointment of director retiring by rotation: Mr. Piyush Gupta.
• Appointment of Mayank Gupta as Non-Executive Independent Director for five years (Sept 7, 2026–Sept 6, 2031).
• Approval to advance loan/guarantee/security to director-related parties under Section 185.

Voting results

• Results to be communicated separately to exchanges and on the company's website.

Director changes

• Mayank Gupta appointed as Non-Executive Independent Director; term five years.

Other notes

• Noted attendance of directors and auditors; e-voting window closed at 11:29 IST.

Financial snapshot

• Revenue from operations ₹2,228.87 lakh; up ~19.7% YoY.
• Total income ₹2,335.07 lakh.
• Net profit after tax ₹503.94 lakh; up ~76.3% YoY.
• EPS ₹5.47; basic and diluted.
• Operating margin 29.18%; net margin 22.61%.

IPO & capital structure

• IPO raised ₹1556.50 lakh; 28.30 lakh shares at ₹55; premium ₹45.
• Post-IPO paid-up capital ₹10.478 crore; 1,04,78,134 shares.
• Record date for dividend: 23 Sept 2026; AGM on 30 Sept 2026.

Dividends

• Interim dividend ₹0.20 per share paid on 11 Feb 2026.
• Final dividend proposed ₹0.80 per share.

Governance changes

• Mayank Gupta appointed Independent Director for 5-year term; subject to shareholder approval.
• Nomination & Remuneration Committee reconstituted: Shriya Mangla (Chair), Mayank Gupta, Esha Gupta.
• Secretarial auditor: L. Gupta & Associates; Internal auditor: M/s DSG & Associates.
• 11th AGM notice issued; VC/OAVM on 30 Sep 2026.

Subsidiaries & strategic initiatives

• Incorporated Austere Next Private Limited (51%); IT services.
• Incorporated Austere Systems LLC in Delaware; IT services.
• Joined Neural Nexis AI LLP with Rs 2 lakh committed capital.

Audit, risk & controls

• Statutory auditor: M/s Mukesh A Mittal & Co; no qualifications.
• Secretarial audit: L. Gupta & Associates; Annexure I.
• Internal audit: M/s DSG & Associates; Annexure II.
• CCI penalty contested; no provision; Supreme Court appeal.

Outlook & strategy

• Focus on Urban Digital Governance via Dial 11: Urbansphere platform.
• AI, data analytics, cloud/SaaS expansion; scalable municipal solutions.
• Diversify government, municipal, and enterprise client base.

Regulatory & disclosures

• BSE SME listing compliance; listing fees paid.
• Remote e-voting facility available; cut-off 23 Sep 2026.

Meeting Details

• Date: 7 Sep 2026; Time: 11:00 AM IST; Location: Unit 112-114, Vipul Plaza, Golf Course Road, Gurugram.

Key Agenda Items

• Consider recommendation of Final Dividend for FY 2025-26 to equity shareholders, subject to AGM approval.
• Other matters as per the agenda of the Board Meeting.

Other Notes

• Trading window closed for designated persons under Insider Trading Regulations.

Subsidiary incorporation details

• Austere Systems LLC incorporated on 9 July 2026 in Delaware, USA.
• Austere Systems Limited is sole member, holding 100% ownership; no capital contribution yet.
• Industry scope: IT consulting and software services.
• Nature of consideration: Nil; no capital contributions as of incorporation.
• Regulatory approvals required: none.

KMP materiality/disclosure authority

• Piyush Gupta, Executive Director & CFO, authorized to determine materiality of events and disclosures to exchanges.
• Sneha Goenka, Company Secretary & Compliance Officer, authorized to make disclosures to stock exchanges.
• Authority is conferred under a Board-approved policy for materiality disclosures.
• Date of authorization: 28 July 2026.

Appointment

• Ms. Sneha Goenka appointed Company Secretary and Compliance Officer (KMP), effective 27 July 2026.
• Nomination & Remuneration Committee recommended the appointment.
• Profile: ACS A48476 with six years' CS/CO experience at listed entities.
• Previously led CS teams at Pratap Technocrats, Insolation Energy, Prithvi Exchange India.
• No material relationships with directors or promoters disclosed.
• KMP designation confirmed; will hold CS and CO roles.

Resignation

• Mr. Sharad Gaur (DIN: 10556350) resigned as Independent Director, effective close of business 27 July 2026.
• Also ceases to be member of the Nomination & Remuneration Committee.
• Resignation reasons: personal reasons.
• No other listed entity directorships disclosed.

Order details

• Awarding entity: HDFC Bank Limited (domestic) awarded MIS work order to Austere Systems Limited.
• Nature and scope: Management Information System (MIS) for HDFC Bank Limited.
• Total value: ₹1,86,60,000 (₹1.86 crore).