Accelya Solutions India Ltd Directors Report

To, The Members,

Your Directors are pleased to present the thirty eighth report on the business and operations of the Company for the year ended 30th June, 2024.

FINANCIAL RESULTS (STANDALONE) in Lakhs

Particulars	2023-24	2022-23
Revenue
- Revenue from operations	45,305.76	41,160.10
- Other Income	1,784.26	1,031.42
Total income	47,090.02	42,191.52
Total expenses	30,224.25	27,514.55
Exceptional Items	(3,532.15)	1,162.65
Profit before Tax	13,333.62	15,839.62
Tax expenses
- Current Tax	4,065.60	3,987.82
- Short provision of income tax in relation to earlier year	3.6	-
- Deferred Tax	(95.23)	1.22
Net Profit for the year	9,359.65	11,850.58
Other comprehensive income	5.42	(378.64)
Total comprehensive income for the year (net of tax)	9,365.07	11,471.94
Profit brought forward from previous year	18,014.92	18,483.99
Profit available for	27,379.99	29,955.93
Appropriations:
- Interim dividend	3,731.57	5,224.19
- Final equity dividend	4,477.88	6,716.82
- Balance Carried Forward to Balance Sheet	19,170.54	18,014.92

DIVIDEND

The Company had declared and paid an interim dividend of 25 per equity share during the year 2023-24. Your Directors are pleased to recommend a final dividend of 40 per equity share for the financial year ended 30th June, 2024. The total dividend for 2023-24 is 65 per equity share which is equal to 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.accelya.com/accelya-solutions-india limited-policies

OPERATING RESULTS

The Companys revenue from operations for the year under review increased by 10% from 41,160.10 lakhs to 45,305.76 lakhs. The expenditure has increased steadily from 27,514.55 lakhs in 2022-23 to 30,224.25 lakhs during the year under review.

As a result of impairment of Investment in subsidiary of 3,532 lakhs during the year, being an exceptional item, the profit for the year reduced from 11,850.58 lakhs to 9,359.65 lakhs.

BUSINESS OPERATIONS

Air passenger and cargo traffic have now recovered and are growing compared to 2019 levels. This recovery has helped your Company achieve healthy revenue growth. As the industry transitionstowards New Distribution Capabilities(NDC), your Company has ensured its products and services are aligned to meet these new standards. During the year under review, there was no change in the nature of business of the Company, pursuant to, inter alia, section 134 of the Act and Companies (Accounts) Rules, 2014, as amended from time to

SUBSIDIARIES

Pursuant to the provisions of section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing salient features of financial Solutions Americas in 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 financialstatements 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.accelya.com/accelya-solutions-india-

BOARD OF DIRECTORS

Five 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 of the Listing Regulations

In terms of Rule 6(3) of the Companies (Appointment and Qualification 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.

The Board, based on the declaration(s) Independent Directors, has verified disclosures and confirm that the Independent Directors fulfilthe conditions of independence specified Listing Regulations independent of the management of the Company. In the opinion of the Board, the Independent Director appointed during the year possesses requisite integrity, expertise, experience and The Board is satisfied that plans are in place for orderly succession for appointment to the Board and to Senior Management Personnel.

Evaluation of

As required under the provisions of the Act and the carried out an annual Listing evaluation of its own performance and that of its in specific functional areas,

Ms. Sangeeta Singh, Non-Executive Independent Director of the Company retired from the Board on 17th July, 2024, upon completion of her tenure.

The Board places on record its sincere appreciation for the immense contribution made by Ms. Sangeeta Singh as an Independent Director.

Appointment of Mr. Ravindran Menon

Based on the recommendation of the Nomination Directors and Remuneration appointed Mr. Ravindran Menon (DIN: 00016302) as an Additional Director in the category of Independent Director of the Company with effect from 17th April, 2024 for a period of 5 years i.e. upto 16th April, 2029, subject to approval of the shareholders. The shareholders approved the appointment of Mr. Ravindran Menon as an Independent Director for a period of 5 years with effect from 17th April, 2024 through postal ballot.

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Mr. Ravindran Menon is not related to the promoter or promoter group and fulfils the criteria of independence as required under the provisions of the Companies Act, 2013 of Directors) Rules, 2014, they have and the Rules framed thereunder and the Regulations. In the opinion of the Board of Directors, Mr. Ravindran Menon possesses requisite expertise and experience and is a person of integrity and repute.

Mr. Ravindran Menon is not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India (SEBI) or any other such authority. fromthe the veracity of such

Retirement by rotation and re-

Maria Hurtado in the and the Companies Act, 2013 and are Mr. Jose Maria Hurtado (DIN: 08621867), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Jose Maria Hurtado (age 51 years) is the Chief . Financial Officer the financial management of Accelya and plays a key role in the definition including mergers and acquisitions. Mr. Jose Maria Hurtado started his professional career at KPMG. He joined Accelya its Committees and Directors in 2007. Prior to joining Accelya, Mr. Jose Maria headed the finance of Siemens VDO Automotive in Spain & France for more than 10 years.

The other details of Mr. Jose Maria Hurtado like the nature of his expertise 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 section186 of the Act is detailed in the financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that: a. in the preparation ended 30th June, 2024, the applicable accounting s of employees drawing remuneration particular 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 Company as at 30th June, 2024 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 positionof adequateaccountingrecords the Company which have in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other 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.

AUDIT COMMITTEE

The details of the Audit Committee are mentioned Corporate Governance Report.

HUMAN RESOURCE

The Board has not granted any stock options during 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 Securitiesand 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 employees. Disclosures with respect to the remuneration of Directors and employees as required under section197 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 provisions of section197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other in excess of the limits set out in the aforesaid Rules, forms part of this Report. However, in line 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.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments affecting occurred thefinancial between the end of the financialyear 2023-24 and the date of this report. irregularities;

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

. Reserveondeclaration of dividend(s)

POLICIES

Your Company has formulated Policy on Related Party

Transactions, 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.accelya.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 Section188(1) of the Act and prescribed in 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 as 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. 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 constituted Internal Complaints

The Company did not receive any complaint of sexual harassment during the financial year 2023-24.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee. The details of reference are set out in the Corporate Governance Report forming part of the Boards Report.

The Company has a robust Risk Management framework to identify, evaluate and mitigate risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and competitive advantage. The risk framework definesthe risk management approach across the enterprise at various levels.

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)

In accordance with the requirements of section of the Act, your Company has constituted a Corporate Social Responsibility Committee compositionand terms of reference of the CSR is provided in the Corporate Governance Report. activities under the AnnualreportonCSR

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 & Sells, Chartered Accountants (Firm Registration No. 117366W/W - 100018) as Statutory Auditors of the Company up to the conclusion of the thirty ninth Annual General Meeting. The requirement for the annual ratification General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified Statutory Auditors have confirmed independence criteria as required under the Act. There areno or reservations or adverse remarks . against the Company made by the Statutory Auditors in their report.

Further, 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. and its terms of

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Nilesh A. Pradhan & Co. LLP., Company Secretaries ("Secretarial Auditors") to undertake the enhance the Companys Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure E". The remarks of the Board of Directors on the observations made by the Secretarial Auditors as given in the Secretarial Audit Report are provided in Annexure "F".

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

Extract of Annual Return of the Company is annexed herewith as Annexure "G". The Annual Return is available 135 on https://w3.accelya.com/investors/ ("CSR Committee"). The

CORPORATEGOVERNANCEANDBUSINESSRESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a

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 "H".

FIXED DEPOSITS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND to all investors, OUTGO institutions, The particulars relating to conservation of technology absorption, foreign exchange earnings outgo, as required to be disclosed under the Act, are annexed hereto as Annexure "I".

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 taking institutions loan from banks and financial along with the reasons thereof, is not applicable. iii) 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

ACKNOWLEDGMENT

Your directors extend their gratitude clients, vendors, banks, financial and governmental authorities 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

settlement and Date: 26 July, 2024 26 July, 2024