Accel Director Discussions


To

The Members, Accel Limited

Your Directors are elated to present their report on Companys Business Operations along with the Audited Financial Statements for the year ended 31st March 2023.

FINANCIAL HIGHLIGHTS

STANDALONE

CONSOLIDATED

PARTICULARS

2022-23 2021-22 2022-23 2021-22
(Restated -Refer Note below)
Revenue from operations 15,537.62 11,086.12 15,663.79 11,166.37
Other income 446.18 455.04 432.85 563.04

Total Revenue

15,983.80 11,541.16 16,096.63 11,729.41

Expenses excluding Finance cost & Depreciation and amortisation

13,748.21 9,746.18 13,891.85 9,903.80

Profit before Finance cost & Depreciation and amortisation (EBITDA)

2,235.58 1,735.21 2204.79 1,825.61

Profit before Share of profit of Associate and Exceptional Items

868.20 570.74 794.41 481.87
Share of profit of Associate - - 21.39 -
Exceptional Items- Income - - - -

Profit after Share of profit of Associate and Exceptional Items

868.20 570.74 815.81 481.87
Total Tax expenses 531.50 (108.45) 531.67 (107.14)

Net Profit after tax

336.70 679.20 284.14 589.00
Earnings Basic 0.59 1.19 0.50 1.03
Per Share Diluted 0.59 1.19 0.50 1.03

Note:

The financial results for the year ended 31st March 2022 of the Company have been restated by applying the principles as set out in Appendix C of Ind AS 103 "Business Combinations" and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India, pursuant to the approval received from National Company Law Tribunal ( NCLT) relating to amalgamation of M/s. Accel IT Services Limited [Formerly known as Ensure Support Services (India) Limited and M/s. Computer Factory (India) Private Limited.

REVIEW OF OPERATIONS

During the year under review, your Company recorded a total income of Rs. 15,983.80 lakhs (Previous Year Rs. 11,481.39 lakhs). The Company reported a Net profit after tax of Rs.336.70 lakhs.

Accel Limited is a leading provider of IT Infrastructure Management Services spread across PAN India. The portfolio of services includes end - to - end life cycle support for new generation IT infrastructure, Warranty fulfillment services, Managed Print services and Cyber security services. The Company also has a realty division focusing on providing ready-to-use plug and play IT space, in their own built-up space in KINFRA SEZ, Trivandrum.

MERGER APPLICATION

A Scheme of Amalgamation was filed with the Regional Director, Southern Region on 22nd September 2020 for merging two wholly owned subsidiary companies, namely, M/s. Accel IT Services Limited [formerly known as Ensure Support Services (India) Limited] and M/s. Computer Factory (India) Private Limited with Accel Limited, the holding Company. The Regional Director, Chennai vide order dated 9th November 2021 rejected the application for amalgamation.

In response, the Company filed an application before the National Company Law Tribunal [NCLT], Chennai to set aside the rejection order and to approve the merger. The Honble National Company Law Tribunal [NCLT], Chennai Bench approved the merger vide its order dated 07th March, 2023. The Board of Directors at their meeting held on 25th May,2023 proposed for the merger of M/s. Accel Media Ventures Limited and M/s. Accel OEM Appliances Limited, two subsidiary companies with the holding company M/s. Accel Limited with effect from 01st April, 2023. The proposal has been approved by the Board on their meeting held on 07th July, 2023 and the application has been filed with the Stock Exchange (BSE) for their approval.

SHARE CAPITAL

The paid-up share capital of the Company at the beginning of this financial year was Rs. 11,46,34,802/- consisting of 5,73,17,401 nos. of equity shares of Rs. 2/- each. During the year under review, the Company issued 2,55,000 nos. of equity shares of Rs. 2/- each to the employees of the Company under the Employees Stock Purchase Scheme 2021.ss Thus, the total paid up share capital of the Company as on 31stMarch 2023 was Rs. 11,51,44,802/- consisting of 5,75,72,401 nos. of equity shares of Rs. 2/- each.

EMPLOYEES STOCK PURCHASE SCHEME 2021

The members of the Company in the General Meeting held on 29th September, 2021 approved the issue of 10,00,000 nos. of equity shares of the Company under the Employees Stock Purchase Scheme – 2021, to the employees who perform consistently well and to give them an opportunity to participate and benefit from the Companys performance and to align the efforts of such talent towards long term value creation in the organization.

The Company successfully completed the Tranche II allotment of 2,55,000 shares on 09th February, 2023to those eligible employees and thereafter obtained the Listing and Trading approval from the Stock Exchange. The shares issued are subject to lock - in period of one year. The detailed disclosure has been provided in Annexure I of this report.

DIVIDEND

Based on the performance of the Company, the Board of Directors has recommended a dividend at the rate of Rs.0.30/- per share [15% of the total paid-up share capital] for the financial year 2022-23 and aggregating to Rs. 172.72 Lakhs.

The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority

(Accounting, Audit, transfer and Refund) Rules, 2016 (‘the Rule), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of Seven Years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the unclaimed and unpaid dividends of Rs. 181942.00 relating to financial year 2017-2018 (Interim) and Rs. 194649.80 relating to financial year 2021-2022 (Final) remains same in the unpaid Dividend Account of the Company. During the year under review, the Company has not transferred any amount to the IEPF as no amounts were due to be transferred.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has not transferred any amount to the IEPF as no amounts were due to be transferred.

TRANSFER TO RESERVES

During the period under review, your Company has not transferred any amount to the reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AFTER THE BALANCE SHEET DATE

There were no material changes and commitments 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 this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors Report forms part of this Annual Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / HOLDING COMPANIES / JOINT VENTURES

A statement containing the salient features of the financial statement of Subsidiary Companies/ Associate Companies, as per Section 129(3) of the Companies Act, 2013 is provided in Form No. AOC -1 [Annexure II].

DIRECTORS RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, state that-i. in the preparation of the annual financial statements for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. such accounting policies have been selected and applied consistently and made such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 31st March 2023 and of the profit/loss of the Company for that period; iii. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. annual financial statements have been prepared on a going concern basis; v. internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, Regulations, 2015 applicable to the Company, the report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance for the year ended March 31st, 2023 is attached.

RELATED PARTY TRANSACTIONS

During the Financial year 2022-23, Related Party Transactions as defined under Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, and the Listing Regulations, as amended, were at arms length and in ordinary course of business.

Omnibus approval for related party transactions (at arms length and in ordinary course of business), which were foreseen and repetitive in nature were obtained from the Audit Committee. During the period under review, your Company did not enter into any Related Party Transactions, which may be considered material in terms of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure in Form AOC-2 is annexed as Annexure- III to this Report. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Management Discussion and Analysis Report.

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate financial controls commensurate with the size of the business. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, administration and other allied fields, which enable them to contribute effectively to the Company in their capacity as Directors of the Company. None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (‘Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I. Changes in Directors

Retirement of Dr. C. N. Ramchand:

Dr. C. N. Ramchand was initially appointed by the Company as an Independent Director for a period of 3 years. Subsequently, the shareholders in their Annual General Meeting held on 28th September 2019 approved the reappointment of Dr. C. N. Ramchand as an Independent Director for a second term of 3 years. On account of expiry of his tenure, Dr. C. N. Ramchand retired from the Directorship on 28th September 2022 with immediate effect and the same was taken note by the Board of Directors at their meeting held on 28th September, 2022.

Withdrawal of nomination of Mr. B. G. Biju:

Mr. B. G. Biju was appointed as a Nominee Director on 18th November 2019 to represent Kerala State Insurance Development Corporation [KSIDC] for the credit facilities sanctioned by KSIDC and availed by the Company. The Company prepaid the balance in the term loan in the month of February, 2023. Accordingly, the nomination of Mr. B. G. Biju was withdrawn from the Board with effect from 24th February 2023. The Nomination and Remuneration Committee of the

Board took note of the same in their meeting held on 07th March 2023.

Appointment of Mr. S. V. Rao:

Pursuant to Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, a listed entity that forms part of top 2000 listed entity based on market capitalization must consist of minimum six Directors on the Board. Based on the market capitalization as on 31st March 2022, Accel Limited is coming under the list of top 2000 listed companies. Accordingly, the Company should have a minimum of six Directors on the Board. The Nomination and Remuneration Committee at their meeting held on 07th March 2023 considered the appointment of Mr. S. V. Rao [DIN:06600739] as an Additional Director of the Company on account of withdrawal of nomination of Mr. B. G. Biju [thereby composition falling below the minimum requirement]. The Board of Directors appointed Mr. S. V. Rao [DIN:06600739] as an Additional Director of the Company as per the recommendation of the Nomination Remuneration Committee and Audit Committee, at their meeting held on 27th April 2023 subject to the shareholders approval.

Mr. S. V. Rao holds a bachelors degree in engineering. He had been with Redington Group since 1995, having joined as an Area Support Manager. During his 25 years of tenure with Redington India, he had handled diverse management roles and built many new business verticals. Prior to joining Redington Group he was working with Blue Star Limited as an Assistant Manager.

Subsequently, the regularization of the appointment of Mr. S. V. Rao as a Whole Time Director of the Company was placed before shareholders for approval through Postal Ballot. The Appointment was approved by Shareholders by way of Special Resolution dated 29th May 2023.

Retirement by Rotation:

The Independent Directors hold o_ce for a _xedterm not exceeding five years from the date of their appointment and are not liable to retire by rotation. The Companies Act, 2013 mandates that at least two–thirds of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Ms. Shruthi Panicker (DIN:07148631), Director, being the longest in the office amongst the Directors liable to retire by rotation, retires from the Board by rotation this year and, being eligible, has offered herself for reappointment. The Board of Directors recommends her reappointment at Item No. 3 of the Notice Calling the 27th Annual General Meeting for consideration of the Shareholders.

The Brief resume and other details relating to Ms. Shruthi Panicker, who is proposed to be re-appointed , as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"), is given in Annexure to the notice calling 27th Annual General Meeting.

Change in Key Managerial Personnel:

During the year, due to personal reasons Mr. P. Murali resigned from the position of Chief Financial Officer of the Company. Subsequently, the Board of Directors, as per the recommendation of the Nomination Remuneration Committee and Audit Committee, at their meeting held on 28th June 2022 appointed Mr. Jagan Parthasarathy as Chief Financial Officer with immediate effect. The Board of Directors at their meeting held on 25th May, 2023 approved the resignation of Mrs. H. Pavithra from the position of Whole Time Company Secretary and Compliance Officer of the Company with effect from closing business hours of 26th May, 2023. Subsequently, in the meeting held on 11th August 2023 pursuant to the recommendation of Nomination and Remuneration, the Board of Directors approved the appointment of Mr.Suraj Prakash Gupta as the Company Secretary and Compliance Officer of the Company with immediate effect.

The Company has filed all disclosures to the Stock Exchange as per the SEBI regulations.

The Company has received declarations from all the Independent Directors of the Company confirming that: a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and b) they have registered their names in the Independent Directors Data bank.

Detailed information about the Directors is provided in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that he/ she meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Directors possess integrity, expertise and experience in their respective fields.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report as Annexure VII.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors including Independent Directors, which includes criteria for performance evaluation of Non- Executive Directors and Executive Directors. In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out an annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out an annual performance evaluation of the Chairperson. The Chairman of the respective Committees shared the evaluation report with the respective Committee members.

The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and for giving his feedback to each Director.

AUDITORS AND AUDIT REPORT Statutory Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting of the Company held on 29th September 2021 to hold the office till the conclusion of 40thAnnual General Meeting of the Company.

Auditors Comments:

1. Refer to Note No. 47(a) to the Standalone Financial Statements regarding recoverability of an outstanding sum of Rs. 329.00 lakhs as on 31st March 2023 (Previous year Rs.329.00 lakhs) which are significantly overdue. The Management is of the view that there is no diminution to the carrying value of these loans, though a provision of Rs. 160 Lakhs (Previous year Rs. 60 lakhs) had been created in the books on a conservative basis as on 31st March 2023. However, in the absence of sufficient appropriate audit evidence regarding the timing of repayment and extent of cash flows that will be available from the respective companies to settle these dues, we are unable to comment upon the recoverability of the carrying value of the said advances as at 31st March 2023 and the consequential impact thereof, if any, on the accompanying Statement.

Management Response:

The Company is taking the necessary steps to recover the advance amount of Rs.329 lakhs given and however on a conservative basis, a provision of Rs.160 lakhs has been created in the books.

Auditors Comments:

2. Refer to Note no. 47(b) to the Standalone Financial Statements regarding recoverability of loan given to one of its subsidiary Company of Rs. 361.69 Lakhs outstanding as on 31st March 2023 (Previous year Rs.302.40 lakhs), which are significantly overdue. The Management is of the view that there is no diminution to the carrying value of these loans and advances. However, in the absence of sufficient appropriate audit evidence regarding the timing of repayment and extent of cash flows that will be available from the respective company to settle these dues, we are unable to comment upon the recoverability of the carrying value of the said as at 31st March 2023 and the consequential impact thereof, if any, on the accompanying Statement.

Management Response:

The Company has proposed to amalgamate the said subsidiary with the Company effective 1 April 2023 and the necessary steps have been initiated in this regard.

The Company is of the view that there is no diminution to the carrying value of these loans and advances, considering the fact that the subsidiary Company is being proposed to be amalgamated with the Company. Further the amount due towards loans and advances will get eliminated in the books while giving effect to the merger order for the proposed merger , subsequent to the receipt of approval from the statutory authorities.

Auditors Comments

3. We draw attention to note no. 43 to the Standalone financial statements. In terms of NCLT order dated March 7, 2023 sanctioning the Scheme of amalgamation of ACCEL IT Services Limited – AITSL (formerly Ensure Support Services (India) Limited and Computer Factory (India) Private Limited – CFIPL , two wholly owned subsidiaries of the Company have been amalgamated with the Company. The Merger Scheme has become effective from the appointed date i.e. April 1, 2020. To comply with requirements of Ind AS 103 - (‘Business Combinations), the restatement of the financial statements has been given effect from the beginning of the preceding period i.e. April 1, 2020 in the financial statements.

Management Response:

The Company has recorded all the assets, liabilities and reserves of Accel IT Services Ltd (formerly Ensure Support Services India Ltd) and Computer Factory

(India) Limited vested in it pursuant to the merger scheme, by applying the principles as set out in Appendix C of Ind AS 103 "Business Combinations" and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India. Accordingly, the Standalone Financial Results of the Company have been restated for the periods presented on account of the merger of the two Companies with effect from

1 April 2020 ("Appointed date"). The effect of the merger of the two Companies on Financial Results has been considered in Note no 43 of the standalone financial statements.

Auditors Comments

4. We draw attention to note no. 48 to the Standalone Financial statements for the year, the balance at the end of the financial year for trade receivables, trade payables, loans & advances and advances received from the customers are subject to confirmation. The Management is of the view that there are no permanent diminution/Changes to the carrying value of these trade receivables, loans & advances and trade payables; however, provisions as per policy has been made in this regard in the accompanying financial statements.

Management Response

The Company is of the view that there is no permanent change to the carrying value of these loans and advances, trade receivables and trade payables except for the provision considered in this regard in the accompanying financial statements.

Auditors Comments

5. We draw attention to note no. 53 to the Standalone financial statements where the Company has proposed to amalgamate two of its subsidiary companies.

Management Response

The Company has proposed to amalgamate two of its subsidiaries Accel OEM Appliances Private Limited and Accel Media Ventures Limited with the Company effective 1 April 2023 and the necessary steps have been initiated in this regard.

Internal Auditors

M/s. Varma & Varma, Chartered Accountants was appointed as the Internal Auditors of the Company for the Financial Year 2022-23 and they have played an important role in strengthening the internal controls within the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, your Directors appointed M/s. JM & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for the financial year 2022-23. The Report of the Secretarial Auditor for the financial year 2022-23 is annexed as ‘Annexure IV to this Report.

Auditors Comment

1. During the year under review, there was a delay in Intimation to the Stock Exchange with respect to closure of Trading Window for the quarter ended on 30th June 2022. The Company has intimated to the Stock Exchange with respect to closure of Trading Window for the quarter ended 30th June, 2022 on 02nd July, 2022 i.e., beyond the time limit prescribed.

Management response

We wish to clarify that due to technical glitch, there was a delay in intimating the stock exchange. The Company is taking all the necessary steps to avoid such delays in the future.

Auditors Comment

2. Based on the recommendation of the Corporate Social Responsibility (CSR) Committee, the Company has spent the Corporate Social Responsibility (CSR) expenditure towards the activities as specified in Schedule VII of the Companies Act, 2013. The Board of Directors at their Meeting held on 13th February, 2023, discussed and approved the same in accordance with the provision of section 135 of the Companies Act, 2013.However, these proceedings have not been recorded in the minutes of the meetings as required under section 118 of the Companies Act, 2013 and Secretarial Standards (SS-1) issued by The Institute of Company Secretaries of India.

Management response

The Company has taken all the necessary steps to comply with the provisions of the Companies Act, 2013 and Secretarial Standards (SS-1) issued by The Institute of Company Secretaries of India.

Auditors Comment

3. During the year under review, there were few e-forms filed beyond the due dates by paying additional fees with the Registrar of Companies (ROC).

Management response

The Company has taken all necessary steps to avoid paying additional fees henceforth, for filing purposes.

Auditors Comment

4. During the year under review, the Company has availed an additional term loan facility from Federal Bank Limited by mortgaging the land property, for which the Company is yet to create/ modify the charge by filing necessary e-forms as required under Section 77 of the Companies Act, 2013.

Management response

The Company is taking all the necessary action to file the E-Forms as required under Section 77 of the Companies Act, 2013.

Auditors Comment

5. During the year under review, the Company has availed the facility for purchasing Car by way of Hypothecation from Federal Bank Limited, for which the Company is yet to create the charge by filing necessary e-forms as required under Section 77 of the Companies Act, 2013.

Management response

The Company is taking all the necessary action to file the E-Forms as required under Section 77 of the Companies Act, 2013.

DISCLOSURES

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility (CSR) Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance - of these Committees during the year have been enumerated in Corporate Governance report.

I. Meetings of the Board

Eight (8) Meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.

II. Audit Committee

The Audit Committee comprises of 3 [three] Directors namely Mr. K. R. Varma (Chairman), Mr. K. Nagarajan and Mr. Rangarajan Raghavan as on 31st March 2023. During the year all the recommendations made by the Audit Committee were accepted by the Board.

III. Nomination And Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. K. Nagarajan (Chairman), Mrs. Shruthi Panicker and Mr. Rangarajan Raghavan.

IV. Corporate Social Responsibility Committee

The Company has constituted a CSR Committee during the financial year 2022-23. The Committee comprises of the following Directors:

1. Mr. K. Nagarajan (Chairman)

2. Mr. N. R. Panicker

3. Mr. K. R. Varma

The details of the Corporate Social Responsibility activities undertaken by the Company and the amount spent towards the same are given in detail in "Annexure VI".

COMPLIANCE OF SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to meetings of the Board of Directors and General meetings.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with the provisions of the Act and Listing Regulations. The Vigil Mechanism is supervised by an ‘Ethics & Compliance Task Force comprising a member of the Board as the Chairperson and senior executives as members. Protected disclosures can be made by a whistleblower through an e-mail, or dedicated telephone line or a letter to the Ethics & Compliance Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle-blower policy is put up on the Companys website and can be accessed at www. accel-india.com.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case was reported relating to Sexual harassment complaints during the financial year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of the Companies Act, 2013 are detailed in the Financial Statements [Refer Note no.22 and 24 of the Financial Statements].

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 (3) of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure V to this Report".

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2023 is available in the offcial website of the Company www.accel-india.com.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made thereunder, in respect of employees of the Company, is provided as Annexure VI to this Report.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors have adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website: - https://www.accelindia.com/investor/Corporate%20 Governance/Policies%20and%20Procedures/ Code%20of%20Conduct%20for%20Prohibition%20 of%20Insider%20Trading%20-%20Designated%20 Persons.pdf

CEO/CFO CERTFICATION

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Details relating to deposits covered under

Chapter V of the Act.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

No significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status and Companys operations in the future.

No fraud has been reported by the Auditors to the Audit Committee or to the Board.

There is no Corporate Insolvency Resolution

Process initiated under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its shareholders, valued customers, Banks, Government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors wish to place on record their deep sense of appreciation for the committed services by employees. Your Directors acknowledge with gratitude the encouragement and support extended by the valued shareholders and the Promoters of the Company.