Accelya Solutions India Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the thirty ninth report on the business and operations of the Company for the year ended 30June 2025.

FINANCIAL RESULTS (STANDALONE)

Rs. in Lakhs

Particulars	2024-25	2023-24
Revenue
- Revenue from operations	50,123.32	45,305.76
- Other Income	1,756.01	1,784.26
Total income	51,879.33	47,090.02
Total expenses	34,492.34	30,224.25
Exceptional Items	-	(3,532.15)
Profit before Tax	17,386.99	13,333.62
Tax expenses
- Current Tax	4,445.66	4,065.60
- Short provision of income tax in relation to earlier year	-	3.60
- Deferred Tax	(95.36)	(95.23)
Net Profit for the year	13,036.69	9,359.65
Other comprehensive income	(145.14)	5.42
Total comprehensive income for the year (net oftax)	12,891.55	9,365.07
Profit brought forward from previous year	19,170.54	18,014.92
Profit available for appropriation	32,062.09	27,379.99
Appropriations:
- Interim dividend	7,463.13	3,731.57
- Finalequitydividend	5,970.50	4,477.88
- Balance Carried Forward to Balance Sheet	18,628.46	19,170.54

DIVIDEND

The Company had declared and paid an interim dividend of ^ 50 per equity share during the year 2024-25.

Your Directors are pleased to recommend a final dividend of ^ 40 per equity share for the financial year ended 30 June 2025.

The total dividend for 2024-25 is ^ 90 per equity share which is higher than that of the previous year.

The Dividend Distribution Policy of the Company is set out as Annexure "A" and is also uploaded on the Companys website: https://w3.accelva.com/wp-content/uploads/2Q24/10/Dividend- Distribution-Policv.pdf

OPERATING RESULTS

During financial year ended 30 June 2025, the Companys total income stood at ^ 51,879.33 lakhs as against ^ 47,090.02 lakhs achieved in the previous year, registering a growth of 10.17%.

Companys total expenses for the year under review increased from ^ 30,224.25 lakhs in 2023-24 to ^ 34,492.34 lakhs during the year under review.

The Company registered net profit for the year of ^ 13,036.69 lakhs against ^ 9,359.65 lakhs for the previous year, an impressive growth of 39%.

BUSINESS OPERATIONS

Airlines delivered a combined net profit of $32.4 billion in 2024, with a net margin of 3.4%. During the year 2024, global passenger traffic grew by 10.6% as compared to the previous year. This has helped your Company post modest growth in revenues.

During the year under review, there was no change in the nature of the companys business, in accordance with Section 134 of the Act and the Companies (Accounts) Rules, 2014, as amended.

SUBSIDIARIES

Pursuant to the provisions of section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing salient features of financial statements of Accelya Solutions Americas Inc. and Accelya Solutions UK Limited, in e-Form AOC-1 is attached to the financial statements.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and the financial statements of each of the subsidiaries, are available on our website, w3.accelya.com. Further, in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and in accordance with the Accounting Standard 21 (AS-21), the Consolidated Financial Statements prepared by the Company include financial information of its subsidiaries.

The Companys Policy for determining material subsidiaries may be accessed on the website of the Company at https:// w3.accelva.com/wp-content/uploads/2024/10/Policv-for- Determining-Material-Subsidiaries.pdf

DISCLOSURE OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during year: Not applicable

BOARD OF DIRECTORS

Six meetings of the Board of Directors ("the Board") were held during the year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

The Company has received the following declarations from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 ofthe Listing Regulations.

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database.

• In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

During the year, Ms. Sangeeta Singh (DIN: 06920906) retired as an Independent Director on completion of her term.

The Board, based on the declaration(s) received from the Independent Directors, has verified the veracity of such disclosures and confirm that the Independent Directors fulfil the conditions of independence specified in the Listing Regulations and the Companies Act, 2013 and are independent of the management of the Company.

The Board is satisfied that plans are in place for orderly succession for appointment to the Board and to Senior Management Personnel.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

Not applicable as no independent director was appointed during the year.

Evaluation of Board, its Committees and Directors

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees, Chairperson and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The Nomination & Remuneration Committee evaluated the performance of the Board and its committees.

The performance of the Board, its committees and independent directors was evaluated by the Board on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of non-independent directors and the Board as a whole was evaluated.

Retirement by rotation and re-appointment of Mr. James Davidson

Mr. James Davidson (DIN: 09516461), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. James Davidson (age 70 years) is the Chairman of the Company.

Prior to its acquisition by Accelya, Mr. James Davidson was the CEO of Farelogix Inc., a recognized disruptor and leader in airline distribution and commerce technology. Mr. Davidson has been involved in the travel industry for more than 25 years. Prior to 2005, he was President and CEO of NTE, an internet-based supply chain technology company focused on transportation pricing and transaction engines for shippers and carriers. In the past, he held several senior leadership roles, including President and CEO of Amadeus Global Travel, North America; Head of Sales and Marketing at System One; and Vice President of Marketing at Reed Travel Group/OAG.

Other details of Mr. James Davidson like the nature of his expertise in specific functional areas, names of companies in which he holds directorships and memberships/ chairmanships of Board Committees and shareholding etc. as stipulated under the Listing Regulations, are provided as an Annexure to the AGM notice.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of the Act. Information regarding investments covered under the provisions of section 186 of the Act is detailed in the financial statements.

Details of loan, guarantee, investment or security is given by the company as per section 186

(a) Whether any loan, guarantee is given by the company or securities of any other body corporate purchasedRs. No.

(b) Whether the Company falls in the category provided under section 186(11)Rs. No

(c) Are there any reportable transactions on which section 186 appliesRs. (whether or not threshold exceeds 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account): No

(d) Brief details as to why transaction is not reportable: The Company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, securities of any other body corporate, exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30 June 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b. the Directors have 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 as at 30 June 2025 and of the profit of the Company for the year ended on that date;

c. the Directors have 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 annual accounts have been prepared on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMMITTEES

As of 30 June 2025, the Board has 6 Committees: Audit

Committee, Nomination and Remuneration Committee,

Corporate Social Responsibility Committee, Risk

Management Committee, Stakeholders Relationship

Committee and Share Transfer Committee.

During the year, all recommendations of the Committees

were approved by the Board. A detailed note on the composition of the Board and its Committees, terms of reference, number of committee meetings held during the financial year 2024-25, and attendance of the members, is provided in the Report of Corporate Governance forming part of this Integrated Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company are in line with the provisions of the Act and the Listing Regulations

HUMAN RESOURCE

The Board has not granted any stock options during the year under review. During the year the Company also did not have any options in force. Therefore, the details required to be given under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not being given.

During the year, the Company had cordial relations with its employees. Disclosures with respect to the remuneration of Directors and employees as required under section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure "B".

Details of employee remuneration as required under provisions of section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, forms part of this Report. However, inline with the provisions of Section 136(1) of the Act, the Report and Financial Statements as set out therein, are being sent to all members of your Company excluding the aforesaid information. The particulars shall be made available to any member on request.

NUMBER OF EMPLOYEES AS ON THE CLOSE OF FINANCIAL YEAR

The Company had a total no. of 1,285 employees as at the end of the financial year, the break-up of which is provided below:

Male employees	771
Female employees:	514
Transgender employees	Nil

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There are no significant or material orders passed by

the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

TRANSFER TO RESERVES

No amount is proposed to be transferred to General Reserve on declaration ofdividend(s).

POLICIES

Your Company has formulated policy on related party transactions, policy for determining material subsidiaries, CSR policy and whistle blower policy in terms of the legal requirements. These and other policies are available on the website of the Company at https://w3.accelva.com/investors/

RELATED PARTY TRANSACTIONS

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in e-Form AOC-2 of Companies (Accounts) Rules, 2014, are provided elsewhere in this Report.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide a framework to promote responsible and secure whistle blowing process. It protects employees wishing to raise a concern about serious irregularities within the Company or its employees.

Protected disclosures can be made by a whistle blower through an email or by a phone call to the Ombudsperson appointed under the Policy. No personnel of the Company has been denied access to the audit committee. DISCLOSURE PURSUANT TO SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made thereunder, your Company has in place a Policy for Prevention of Sexual Harassment at the Workplace.

All employees (permanent, contractual, temporary, trainees) are covered underthis Policy.

The Company has constituted Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment.

Following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: Nil

(b) Number of complaints received during the year: 1

(c) Number of complaints disposed off during the year: 1

(d) Number of cases pending for more than 90 days: Nil

(e) Number of cases pending at the end of the year: Nil

POLICY ON APPOINTMENT OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR MANAGEMENT & OTHER EMPLOYEES AND REMUNERATION POLICY

The Company has framed a policy on appointment of directors, key managerial personnel, senior management & other employees and remuneration policy which is annexed as Annexure "C".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Details on policy development and implementation by company on corporate social responsibility initiatives taken during year

(a) (i) *WhetherCSRisapplicableaspersectionl35 Yes

(ii) Turnover (in Rs) - 51,879.33

(iii) Net Worth (in Rs) - 25,777.89

(b) Net profits for last three financial years

Financial year end	2021-22	2022-23	2023-24
Profit before tax (Rs. in Lakhs)	10,149.22	15,839.62	13,333.62
Net Profit computed u/s 198 adjusted as per rule 2(l)(f) of the Companies (CSR Policy) Rules, 2014 (Rs. in Lakhs)	9,892.12	15,322.51	13,251.96

Average net profit of the company for last three financial

years (as defined in Explanation to sub-section (5) section

135 of the Act) (Rs. in Lakhs): 12,822.20

Prescribed CSR Expenditure (two per cent of the average

net profits of the Company for last three financial years

computed under section 198 amount) (Rs. in Lakhs):

256.44

Total amount spent on CSR for the financial year (in Rupees): Kindly refer Annexure "D" to the Directors Report.

Amount spent in local area (in Rupees): Kindly refer Annexure "D" to the Directors Report.

Manner in which the amount spent during the financial year: Kindly refer Annexure "D" to the Directors Report. Number of CSR activities: 2 (for other details kindly refer Annexure "D" to the Directors Report.)

Give details (name, address and email address) of

implementing agency(ies).

1. CatalystforSocialAction

Address: Unit No. 1002 to 1005, B wing, Kailas Business Park, Veer Savarkar Marg, Park Site, Vikhroli West, Mumbai 400 079 Email: info@csa.org.in

2. Sri Sathya Sai Health & Education Trust

Address: 303, Tara Apartment, 132 Infantry Road, Bangalore 560 001

Email: info@srisathyasaisanjeevani.com

Explanation for not spending (Inability of company to formulate a well-conceived CSR Policy / Adoption of long gestation CSR programmes or projects / Suitable implementing agencies not found / Non-receipt of utilization certificate from implementing agencies / Delay in formation of CSR committee / Delay in implementation of plan/ Restructuring of CSR policies etc. / Budget advanced to NGOs but not spent / Delay in project identification / Lack of prior expertise/Delay in capacity building/Others: Notapplicable

Whether a responsibility statement of the CSR Committee on the implementation and monitoring of CSR Policy is enclosed to the Boards Report: Yes If others, specify: Not applicable

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure "D".

AUDITORS Statutory Auditors

Your Company at its thirty fourth Annual General Meeting held on 28 October, 2020 had appointed Deloitte Haskins & Sells, Chartered Accountants ("Deloitte") (Firm Registration No. 117366W/W - 100018) as Statutory Auditors of the Company up to the conclusion of the thirty ninth Annual General Meeting.

There was no instance of fraud reported by the Statutory Auditors during the year under review, as required under section 134 of the Act and rules thereunder.

The first term of five years of Deloitte as statutory auditors ends at the conclusion of the ensuing Annual General Meeting.

The Company has received a special notice under section 140(4) of the Companies Act read with section 115 of the Companies Act 2013 and Rule 23 of the Companies (Management and Administration) Rules, 2014 from Accelya Holding World S.L.U., of its intention to move a special resolution at the ensuing Annual General Meeting of the Company for the appointment of Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as statutory auditors of the Company in place of retiring auditors Deloitte Haskins & Sells LLP (Firms Registration No. 117366W/W-100018) fora period of five (5) consecutive years from the conclusion of the

ensuing Annual General Meeting till the conclusion of the 44th Annual General Meeting. The Board recommends the appointment of Walker Chandiok & Co LLP, Chartered Accountants as statutory auditors at the ensuing Annual General Meeting.

Secretarial Auditor

The Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed Nilesh A. Pradhan & Co. LLP., Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2024-25.

The details of the reports and certificate received from Nilesh A. Pradhan & Co. LLP., Company Secretaries, for the financial year 2024-25, are as under:

a. Secretarial Audit Report under Section 204 of the Act read with Rules made thereunder and Regulation 24A ofthe Listing Regulations, is set out in "Annexure E" to this Report.

b. Secretarial Auditors Certificate on Corporate Governance is annexed to the Report on Corporate Governance forming part of this Annual Report as required by Schedule V of the Listing Regulations.

The Secretarial Audit Report for the financial year 2024-25 contains the following observation and the comments of the Directorsthereon:

No.	Qualifications, reservations or adverse remarks or disclaimer in the secretarial auditors report	Directors comments on qualifications, reservations or adverse remarks or disclaimer of the secretarial auditors
1	The Company received an administrative warning letter from the Securities and Exchange Board of India (SEBI) stating non-compliance with Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said non-compliance pertained to the delay in updating the Policy for Determination of Materiality, which was updated on 26th July 2024, beyond the prescribed timelines.	The administrative warning letter received from SEBI was placed before the Board at its meeting held on 16th October, 2024 and this fact was intimated to the stock exchanges immediately after the conclusion of the said Board Meeting. We have noted the observation.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the reappointment of Nilesh A. Pradhan & Co. LLP., Company Secretaries, as the Secretarial Auditors of the Company to conduct the audit of the secretarial records for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31 December 2024 and the Act.

Nilesh A. Pradhan & Co. LLP., Company Secretaries has given their consent and confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the eligibility criteria

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

EXTRACT OF ANNUAL RETURN

The Annual Return for the year 2023-24 is available on https://w3.accelva.com/wp-content/uploads/2Q25/01/Annual- Return-2023-24.pdf.

Annual return for the financial year 2024-25 will be uploaded on website once it is filed on Ministry of Corporate Affairs Portal after the ensuing Annual General Meeting.

CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms part of this report. Business Responsibility and Sustainability Report under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 forms a part of this report and is annexed herewith as Annexure "F".

FIXED DEPOSITS

During the year your Company has not accepted fixed deposits from the public.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are annexed hereto as Annexure "G".

OTHER DISCLOSURES

i) Details in respect of Companys internal controls with reference to financial statements are stated in the Management Discussion and Analysis which forms part of this report.

ii) The requirements to disclose the details of difference between amount of the valuation done at time of onetime settlement and the valuation done while taking loan from banks and financial institutions along with the reasons thereof, is not applicable.

Hi) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year is not applicable.

iv) The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.

v) The Company has complied with the provisions of Maternity Benefit Act 1961 (as amended) during the financial year 2024-25.

ACKNOWLEDGMENT

Your directors extend their gratitude to all investors, clients, vendors, banks, financial institutions, regulatory and governmental authorities and stock exchanges for their continued support during the year. The directors place on record their appreciation of contribution made by the employees at all levels for their dedicated and committed efforts during the year.

For and on behalf of the Board of Directors
Gurudas Shenoy	Saurav Adhikari
Managing Director	Independent Director
DIN:03573375	DIN:08402010
Place: Mumbai	Mumbai
Date: 2 October 2025	2 October 2025