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Directors Report of Accelya Solutions India Ltd.

Jun 30, 2023

The Directors are pleased to present the thirty seventh report on the business and operations of the Company for the year ended 30th June, 2023.

FINANCIAL RESULTS (STANDALONE)

Rs. in Lakhs

Particulars

2022-23

2021-22

Revenue

- Revenue from operations

41,160.10

32,717.23

- Other Income

1,031.42

1,601.31

Total income

42,191.52

34,318.54

Total expenses

27,514.55

24,169.32

Exceptional Items

1,162.65

-

Profit before Tax

15,839.62

10,149.22

Tax expenses

- Current Tax

3,987.82

2,511.66

- Deferred Tax

1.22

(106.20)

Net Profit for the year

11,850.58

7,743.76

Other comprehensive income

(378.64)

14.67

Total comprehensive income

11,471.94

7,758.43

for the year (net oftax)

Profit brought forward from

18,483.99

15,800.48

previous year

Profit available for

29,955.93

23,558.91

appropriation

Appropriations:

- Interim dividend

5,224.19

2,537.46

- Final equity dividend

6,716.82

2,537.46

- Balance Carried Forward

18,014.92

18,483.99

to Balance Sheet

DIVIDEND

The Company had declared and paid an interim dividend of ^ 35 per equity share during the year 2022-23.

Your Directors are pleased to recommend a final dividend of ^ 30 per equity share for the financial year ended 30th June, 2023.

The total dividend for 2022-23 is ^ 65 per equity share (previous year ^ 62 per equity share).

The Dividend Distribution Policy of the Company is set out as Annexure "A" and is also uploaded on the Company''s website: https://w3.accelva.com/accelva-solutions-india-limited-policies

OPERATING RESULTS

The Company has shown strong recovery post COVID-19 pandemic. This is evident from the fact that the revenue from operations for the year under review has gone past the pre-Covid levels. The revenues rose to ^ 41,160.10 lakhs from ^ 32,717.23 lakhs in 2021-22, an increase of over 25%. The expenditure has increased steadily from ^ 24,169.32 lakhs in 2021-22 to ^ 27,514.55 lakhs during the year under review.

BUSINESS OPERATIONS

The air passenger traffic continued with its solid recovery and is within touching distance to pre-pandemic levels in international travel and crossing pre-pandemic levels on domestic levels. This has enabled the Company to register strong growth, both in revenues and profitability. We continue to work with airlines and industry partners like IATA and ATPCO to ensure that our end-to-end solutions help the airline during the recovery phase and beyond.

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 time.

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 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 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 Company''s Policy for determining material subsidiaries may be accessed on the website of the Company at https:// w3.accelva.com/accelva-solutions-india-limited-policies

BOARD OF DIRECTORS

Six meetings of the Board of Directors 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 Director''s 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 of Directors, 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.

Retirement of Mr. Nani Javeri

Mr. Nani Javeri, Non-Executive Independent Director of the Company retired from the Board on 7 July, 2023, upon completion of his tenure.

The Board places on record its sincere appreciation for the immense contribution made by Mr. Nani Javeri as an Independent Director.

Appointment of Mr. Saurav Adhikari

Mr. Saurav Adhikari (DIN: 08402010) was appointed as an Additional Director designated as an Independent Director by the Board of Directors on 2 August 2022.

The shareholders, at the Annual General Meeting held on 19 October, 2022 approved the appointment of Mr. Saurav Adhikari as an Independent Directors for a period of 5 years with effect from 2 August, 2022.

Appointment of Ms. Meena Jagtiani

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Meena Jagtiani (DIN: 08396893) as an Additional Director in the category of Independent Director of the Company with effect from 27th June, 2023

for a period of 5 years i.e. upto 26th June, 2028, subject to approval ofthe shareholders.

Ms. Meena Jagtiani 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 and the Rules framed thereunder and the Regulations. Ms. Meena Jagtiani 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.

The shareholders have approved the appointment of Ms. Meena Jagtiani as an Independent Director for a period of 5 years with effect from 27th June, 2023 through postal ballot.

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.

Prior to its acquisition by Accelya, Mr. James Davidson (age 68) 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.

In the opinion of the Board of Directors, the independent directors appointed during the year possess the requisite expertise and experience and are persons of integrity and repute.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30th June, 2023, 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 30th June, 2023 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.

AUDIT COMMITTEE

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

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 SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 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.

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 2022-23 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 Company''s 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 arm''s 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 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 arm''s 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 Committees.

The Company did not receive any complaint of sexual harassment during the financial year 2022-23.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s 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 enhance the Company''s competitive advantage.

The risk framework defines the 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 135 of the Act, your Company has constituted a Corporate

Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report.

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

AUDITORSStatutory Auditors

Your Company at its thirty fourth Annual General Meeting held on 28 October, 2020 had appointed Deloitte Haskins & 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 of auditor''s appointment at the Annual General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act. There are no qualifications, 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 ofthe Actand rules thereunder.

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 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure E". There are no qualifications, reservations or adverse remarks against the Company made by the Secretarial Auditors in their report.

SECRETARIAL STANDARDS

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

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure "F". The Annual Return is available on https://w3.accelva.com/investors/

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 asAnnexure "G".

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 "H".

OTHER DISCLOSURES

i) Details in respect of Company''s 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.

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 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 DirectorsGurudas Shenoy Saurav Adhikari

Managing Director Independent Director

(DIN: 03573375) (DIN:08402010)

Place: Mumbai Mumbai

Date: 27 July, 2023 27 July, 2023


Jun 30, 2018

To,

The Members,

The Directors are pleased to present the thirty second report on the business and operations of the Company for the year ended 30th June, 2018.

FINANCIAL RESULTS (STANDALONE)

Rs, in Million

Particulars

2017-18

2016-17

Revenue

- Revenue from operations

3,439.34

3,324.05

- Other Income

164.01

217.11

Total income

3,603.35

3,541.16

Total expenses

2,195.18

2,089.01

Profit before Tax

1,408.17

1,452.15

Tax expenses

- Current Tax

516.98

480.34

- Tax expense (reversal) /

(4.90)

4.67

provision for earlier years

Deferred Tax

(51.07)

19.67

Net Profit for the period

947.16

947.47

Other comprehensive income

4.73

(3.70)

Total comprehensive income for

951.89

943.77

the year (net of tax)

Profit brought forward from

1016.00

802.65

previous year

Profit available for appropriation

1,967.89

1,746.42

Appropriations:

- Interim dividend

208.97

164.19

- Dividend distribution tax on

42.54

33.42

interim dividend

- Final equity dividend

597.05

447.79

- Dividend distribution tax on

121.55

91.16

final dividend

- Dividend distribution Tax

(26.03)

(6.14)

Credit

- Balance Carried Forward to

1023.81

1016.00

Balance Sheet

Companies in which Mr. John Johnston is a Director

Accelya Kale Solutions Limited

Accelya Holding World SLU

Kale Softech Inc.

Accelya UK Limited

Zero Octa UK Limited

Accelya Portugal -Unipessoal Lda

Accelya America S.A. de C.V

CanaryTopco Limited

Accelya Lux Sari

Sky Bidco SLU

million to Rs, 3,439.34 million. The total expenditure for the year stood atRs, 2,195.18 million as against Rs, 2,089.01 million, an increase of 5.08% over the previous year.

The Company registered profit after tax ofRs,947.16 million for the year 2017-18 as against Rs, 947.47 million in the previous year, a negligible decrease ofRs,0.31 million.

BUSINESS OPERATIONS

Throughout the year, the Company experienced good traction in its revenue accounting and cost management solutions. Some of the highlights include:

• Accelya Kale leveraged the combined expertise of its REVERA and RAPID solutions and launched an enhanced version 20 of its accounting solutions.

• Accelya Kale has already implemented this enhanced upgrade version 20 for 11 of its customers. Other implementations are underway and will be the key focus in FY 2018-19.

• Accelya Kale processes 2 billion transactions per annum on its revenue accounting platforms.

• Finesse Cost™, our cost management solution, added three new customers this year. With these additions, Finesse Cost has a total of nine airline customers.

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 Kale Softech Inc. and Zero Octa UK Limited, in Form AOC-1 is attached to the financial statements.

The Company does not have any subsidiaries in India. The financial statements of the subsidiary companies shall be available for inspection by any shareholder at the registered office of the Company and of the subsidiary companies concerned. These documents can be requested by any shareholder of the Company. Further, in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the Accounting Standard 21 (AS-21), the Consolidated Financial Statements prepared by the Company include financial information of its subsidiaries.

BOARD OF DIRECTORS

Five meetings of the Board of Directors 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.

DIVIDEND

The Company had declared and paid an interim dividend of'' 14 per equity share during the year.

Your Directors are pleased to recommend a final dividend of Rs, 32 per equity share for the financial year ended 30th June, 2018. The total dividend for 2017-18 is Rs, 46 per equity share (previous yearRs, 51 per equity share).

OPERATING RESULTS

During the year under review, your CompanyRs,s operating revenues increased marginally by Mr. Johnston does not hold any equity shares in the Company.

The Board recommends the resolution for re-appointment of Mr. John Johnston as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Dr. K. K. Nohria

Dr. K. K. Nohria (DIN 00060015) was appointed as an independent director of the Company for a period of 5 years from 25th September, 2014 until 24th September, 2019.

Pursuant to the proposed amendment in Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (Notification No. SEBI/LAD-NRO/GN/2018/10 dated 9th May, 2018), the appointment or continuance of non-executive director who has attained the age of seventy-five years requires a special resolution to be passed by the shareholders. Since Dr. Nohria is above seventy-five years of age, it is proposed to pass a special resolution for his continuance as an independent director of the Company. Having regard to the qualifications, rich experience, contribution and expert knowledge of Dr. K. K. Nohria to the Company, his continuance of appointment as an Independent Director will be in the best interest of the Company.

The Board recommends the resolution for continuance of Dr. K. K. Nohria as an Independent Director of the Company.

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.

The Independent Directors of your Company have given the declaration of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Act.

The details of familiarization programme and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on appointment of directors, key managerial personnel, senior management and other employees and remuneration policy is annexed herewith as Annexure "A".

Re-appointment of Ms. Neela Bhattacherjee as Managing Director

The term of Ms. Neela Bhattacherjee (DIN 01912483) as Managing Director expired on 30th June, 2018. The Board of Directors, at its meeting held on 28th June, 2018, on the recommendation of the Nomination & Remuneration Committee, re-appointed Ms. Neela Bhattacherjee as Managing Director for a period of 3 years with effect from 1st July, 2018. The re-appointment is subject to the approval of the members at the ensuing Annual General Meeting. Members are requested to approve the resolution for reappointment of and remuneration payable to Ms. Neela Bhattacherjee as Managing Director.

The board recommends the special resolution for reappointment of Ms. Neela Bhattacherjee as Managing Director of the Company.

John Johnston

Mr. John Johnston (DIN 07258586) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himselffor re-appointment.

Mr. John Johnston is the CEO of Accelya Group. He is based out of Luxembourg. He has work experience of more than 40 years.

Mr. John Johnston is the chief executive officer of the Accelya group.He has more than 25 years of experience in information technology and communications industry. For last 20 years Mr. John Johnston has been serving the airline industry and has held senior executive positions in several countries. He has provided senior management and consulting services to a number of global airlines. Before joining Accelya, Mr. John Johnston was the CEO of Luxembourg based CHAMP Cargosystems S.A.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30th June, 2018, 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 30th June, 2018 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.

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 SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 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 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request.

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 policies are available on the website of the Company at https://w3.accelya.com/accelyakale-policies

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 arm''s length basis.

No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

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 arm''s length.

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of section 135 of the Act, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report.

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

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 Committees.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s 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 enhance the Company''s competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels.

AUDITORS Statutory Auditors

M/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 10th October, 2017 for a term of one year.

The term of B S R & Co. LLP expires at the conclusion of the forthcoming Annual General Meeting.

M/s. B S R & Co. LLP have been the Auditors of the Company since 2010-11 and have completed a term of eight years.

As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. It is proposed to appoint M/s. B S R & Co. LLP as auditors of the Company for a period of 1 year to hold office from the conclusion of the ensuing AGM till the conclusion of the 33rd AGM on a remuneration as may be fixed by the Board of Directors of the Company.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

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 C. S. Kelkar & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure D".

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure "E".

CORPORATE GOVERNANCE

A report on Corporate Governance is set out separately, which forms part of this report.

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 "F".

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

John Johnston Neela Bhattacherjee

Chairman Managing Director

(DIN : 07258586) (DIN : 01912483)

Place : Mumbai

Date : 3rd August, 2018


Jun 30, 2017

To,

The Members,

The Directors are pleased to present the Thirty First report on the business and operations of the Company for the year ended 30th June, 2017.

FINANCIAL RESULTS (STANDALONE)

Rs. in Million

Particulars

2016-17

2015-16

Total Revenue

- Revenue from Services

3,324.05

3,097.15

- Other Income

130.22

98.93

Total

3,454.27

3,196.08

Total Expenditure

2,090.14

1,963.39

Profit before Tax and

1,364.13

1,232.69

Exceptional Items

Exceptional Items

-

-

Profit Before Tax and After

1,364.13

1,232.69

Exceptional Items

Provision for Tax

- Current Tax

480.34

428.56

- Tax expense for earlier years

4.67

-

- Deferred Tax (Credit)

(9.51)

(2.78)

Profit After Tax

888.63

806.91

Profit brought forward from

234.70

230.65

previous year

Profit available for

1,123.33

1,037.56

appropriation

Appropriations:

- Interim Dividend

164.19

223.89

- Proposed Dividend

-

447.79

- Dividend Distribution Tax

33.42

135.26

- Dividend Distribution Tax

(6.14)

(4.08)

Credit

- Balance Carried Forward to

931.86

234.70

Balance Sheet

DIVIDEND

The Company had declared and paid an interim dividend of Rs.11 per equity share during the year.

Your Directors are pleased to recommend a final dividend of Rs.40 per equity share for the financial year ended 30th June, 2017.

OPERATING RESULTS

During the year under review, your Company’s operating revenues increased by 7.33% from Rs.3,097.15 million to Rs.3,324.05 million. The total expenditure for the year stood at Rs.2,090.14 million as against Rs.1,963.39 million, an increase of 6.46% over the previous year.

The Company reported profit before tax and after exceptional items of Rs.1,364.13 million as compared to Rs.1,232.69 million for the previous year, a growth of 10.66% over the previous year.

The Company registered profit after tax of Rs.888.63 million for the year 2016-17 as against Rs.806.91 million in the previous year, an increase of 10.13%.

BUSINESS OPERATIONS

Throughout the year, the Company experienced good traction in its revenue accounting and cost management solutions. Some of the highlights include:

- Accelya Kale surpassed 1 billion transactions per annum on its revenue accounting platform REVERA

- El Al, the national carrier of Israel, selected Accelya Kale’s REVERA® for passenger revenue accounting

- The REVERA Strategic Product Group (SPG) program was recognized for taking customer collaboration to the next level at ITSMA 2016 Marketing Excellence Awards

- FinesseCost™, our cost management solution, added two new customers this year. With these additions, FinesseCost has a total of six airline customers including two tier one airlines and one low cost carrier

- Biman Bangladesh, the flag carrier airline of Bangladesh, selected Accelya Kale’s Finesse Flight Profitability System to aid its network expansion

In an endeavor to bring best in class solutions to customers, the Company launched the following new initiatives:

- Connect2ERP™ solution version 2.0 was launched on SAP-certified integration with the SAP® ERP application. This will enable airlines to better integrate their accounting systems and financial solutions.

- APEX® Miles was built to leverage Accelya Kale’s APEX Proration, the industry-recognised proration engine. It accurately derives revenue-based earned miles while supporting existing airline mileage charts based on distance, RBD (Reservation Booking Designators), or a combination of these.

ACQUISITION BY WARBURG PINCUS

During the year, Warburg Pincus, a global private equity firm focused on growth investing, acquired Accelya Holding Luxembourg S.A. from Chequers Capital and through this, a controlling interest in the Accelya group of companies.

An Open Offer for acquisition of upto 3,782,966 equity shares of Rs.10 each representing 25.34% of the voting share capital of Accelya Kale Solutions Limited (“the Company”) was made pursuant to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended) to the public shareholders of the Company by Sky Bidco S.L.U. (Acquirer) along with Canary Topco Limited (PAC 1), Canary Holdco Limited (PAC 2), Canary Finco Limited (PAC 3), Canary Midco Limited (PAC 4) and Sky Holdco Limited (PAC 5).

The Open Offer commenced on 26 April, 2017 and closed on 11 May, 2017.

A total no. of 171 shares were tendered in the Open Offer. These shares were acquired by Canary Topco Limited. As a result of this acquisition, the total promoter group shareholding increased from 11,143,295 to 11,143,466.

Warburg Pincus is also the majority shareholder of Mercator, (a global provider of product-enabled solutions to the travel and transportation industry).

Together, Accelya and Mercator are leading global technology-enabled solutions providers to airlines, travel agents and freight forwarders. The combined group now offers a broadened product portfolio with complementary offerings including revenue accounting, revenue management and revenue assurance, cargo management, payment solutions, data analytics, cost management and commercial solutions. Customers of Accelya and Mercator will benefit from enhanced product and technology capabilities, which will ensure the continued development of innovative solutions for the travel industry. With a global footprint and more than 400 clients worldwide, including 250 airlines, the Accelya group which now includes Mercator, will be at the forefront of automation, helping customers manage their financial processes more efficiently, minimizing revenue leakages, reducing operational costs and optimizing management of their indirect distribution channel.

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 Kale Softech Inc. and Zero Octa UK Limited, in Form AOC-1 is attached to the financial statements.

The Company does not have any subsidiaries in India.

The financial statements of the subsidiary companies shall be available for inspection by any shareholder at the registered office of the Company and of the subsidiary companies concerned. These documents can be requested by any shareholder of the Company. Further, in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the Accounting Standard 21 (AS-21), the Consolidated Financial Statements prepared by the Company include financial information of its subsidiaries.

BOARD OF DIRECTORS

Six meetings of the Board of Directors 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 Independent Directors of your Company have given the declaration of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Act.

The details of familiarization programme and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on appointment of directors, key managerial personnel, senior management and other employees and remuneration policy is annexed herewith as Annexure “A”.

Vipul Jain

Mr. Vipul Jain has stepped down as Director of the Company effective from the close of business hours on 9th August, 2017.

The Board places on record its appreciation for the valuable contribution by Mr. Vipul Jain as Director over the years.

John Johnston

Mr. John Johnston retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. John Johnston is the CEO of Accelya Group. He is based out of Luxembourg. He has work experience of around 40 years.

Prior to joining Accelya, John was Chairman of the Board of Directors at GLS Worldwide, also known as TRAXON Worldwide, is a joint venture company between CHAMP Cargosystems S.A., Cathay Pacific Airlines and Japan Airlines. He has a great track record for growth and has developed the most comprehensive range of integrated IT solutions for the Air Cargo Logistics Community.

During his career, John has held senior executive positions and has provided consulting services to global airlines.

Here are his key achievements over the years:

- Managed all aspects of the successful start-up of CHAMP Cargosystems.

- Defined the Vision and Strategy of CHAMP Cargosystems.

- Negotiated the $200m Cargolux Outsourcing Agreement.

- Managed the merger between CHAMP and SITA Cargo (UK) Limited.

- Managed the acquisition of Softair AG.

- Managed the acquisition of TRAXON Europe GmbH.

- Maintained year-on-year profitability and the continued growth of the CHAMP Group.

Companies in which Mr. John Johnston is a Director

Accelya Kale Solutions Limited

Accelya Holding World SLU

Kale Softech Inc.

Accelya UK Limited

Zero Octa UK Limited

Accelya Portugal -Unipessoal Lda

Accelya America S.A. de C.V

Canary Topco Limited

Accelya Lux Sarl

Sky Bidco SLU

Mr. Johnston does not hold any equity shares in the Company.

The Board recommends the re-appointment of Mr. John Johnston as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30th June, 2017, 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 30th June, 2017 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.

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 SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 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) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request.

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 policies are available on the website of the Company at http://www.accelyakale.com/ investorrelations/policies/.

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 arm’s length basis.

No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

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 arm’s length.

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of section 135 of the Act, your Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”). The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report.

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

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 and Redressal) Act, 2013 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committees.

The Company has not received any complaint of sexual harassment during the financial year 2016-17.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s 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 enhance the Company’s competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels.

AUDITORS

Statutory Auditors

M/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the Annual General Meeting held on Wednesday 5th October, 2016 for a term of one year.

The term of B S R & Co. LLP expires at the conclusion of the forthcoming Annual General Meeting.

M/s. B S R & Co. LLP have been the Auditors of the Company since 2010-11 and have completed a term of seven years.

As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. It is proposed to appoint M/s. B S R & Co. LLP as auditors of the Company for a period of 1 year to hold office from the conclusion of the ensuing AGM till the conclusion of the 32nd AGM on a remuneration as may be fixed by the Board of Directors of the Company.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

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 C. S. Kelkar & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure D”.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure “E”.

CORPORATE GOVERNANCE

A report on Corporate Governance is set out separately, which forms part of this report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility 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”.

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

Neela Bhattacherjee Sekhar Natarajan

Managing Director Independent Director

(DIN : 01912483) (DIN : 01031445)

Place : Mumbai

Date : 9th August, 2017


Jun 30, 2014

The Members,

The Directors are pleased to present the Twenty Eighth report on the business and operations of the Company for the year ended June 30, 2014.

Financial Results Rs. in Million

Particulars 2013-14 2012-13

Total Revenue

- Revenue from Services 2,832.06 2,623.84

- Other Income 193.49 47.21

Total 3,025.55 2,671.05

Total Expenditure 1,740.62 1,626.33

Profit before Tax and Exceptional Items 1,284.93 1,044.72

Exceptional Items - -

Profit Before Tax and After Exceptional Items 1,284.93 1,044.72

Provision for Tax

- Current Tax 387.93 343.70 Deferred Tax Charge

- Current Tax 23.73 (11.42)

Dividend Distribution Tax Credit (22.66) -

Profit After Tax 895.93 712.44

Profit brought forward from previous year 137.58 507.48

Accumulated balance of Zero Octa Selective Sourcing India Private Limited, brought forward incorporated pursuant to the Scheme of Amalgamation - 211.83

Accumulated balance of Zero Octa Recruitment and Training (India) Private Limited, brought forward incorporated pursuant to the Scheme of Amalgamation - (0.51)

Profit available for appropriation 1,033.51 1,431.24

Appropriations:

- Transferred to General Reserves 89.59 71.24

- Interim Dividend 403.00 447.79

- Proposed Dividend 328.38 597.05

- Dividend Distribution Tax 124.30 177.57

- Balance Carried Forward to Balance Sheet 88.24 137.58

Dividend

The Company had declared and paid an interim dividend of Rs.27 per equity share during the year.

Your Directors are pleased to recommend a final dividend of Rs.22 per equity share for the financial year ended June 30, 2014.

Operating Results

Considering the current economic scenario where the GDP growth in the country has been less than 5% for the second consecutive year, your Company''s performance has shown a steady growth.

During the year under review, your Company''s total revenues have increased by 13.27% from Rs. 2,671.05 million to Rs.3,025.55 million. The total expenditure for the year 2013-14 stood at Rs. 1,740.62 million as against Rs. 1,626.33 million in the previous year, a marginal increase of 7.03%.

The Profit before tax for 2013-14 increased to Rs. 1,284.93 million from Rs. 1,044.72 million in the previous year, an upsurge of 22.99%.

The Company has registered profit after tax of Rs. 895.93 million in the current year as against Rs. 712.44 million in the previous year, an impressive growth of 25.76%.

Business Operations

Accelya Kale continued with its focus on innovation, increased productivity and quality by launching some key solutions during the year:

- The Company accomplished a major technology refresh to its flagship product- REVERA®. The enhanced version of REVERA sets new benchmarks in Revenue Accounting on accuracy, speed and intelligence – across passenger, cargo and airmail.

Accelya Kale''s Finesse suite of products has been well received by the Airline industry. On the back of excellent traction to miscellaneous billing solution- FinesseMBS™; the Company launched FinesseCost ™ to help airlines prevent overpayments to suppliers and efficiently manage their Direct Operating Costs (DOC).

- In a bid to help airlines easily evaluate their interline performance, the Company launched eSpin™. Web-based and easy to use, eSpin helps airlines evaluate interline billing and bring greater efficiency into their operations.

Accelya Kale further consolidated its position as the leading and preferred solution provider to the Airline industry and added leading global airlines to its growing customer list. Some of these were:

- Hawaiian Airlines, the largest carrier in Hawaii, USA, selected Accelya Kale''s passenger revenue accounting solution, REVERA PRA, to re-engineer their passenger revenue accounting process.

- Bangkok Airways, Asia''s boutique airline, selected Accelya Kale to provide services including the complete Book-to- Cash cycle including passenger revenue accounting, cargo revenue accounting, sales audit, card billing and miscellaneous billing.

- Go Air, a leading budget carrier from India, chose Accelya''s REVERA NEXT to automate its revenue accounting process, build in better audit controls and be future-ready to accommodate any changes in business model.

- Flybe, Europe''s largest independent regional airline selected FinesseMBS™ solution to automate and standardise the entire miscellaneous billing process.

- Garuda Indonesia, national carrier of Indonesia outsourced its fare filing to Accelya Kale.

The Company was conferred with some prestigious awards during the year. Accelya Kale was once again featured in the prestigious Forbes Asia''s 200 List of ''Best Under a Billion''. This is the second time the Company has featured in the elite list after having featured in 2011 for the first time. Accelya Kale was also voted as ''IT Company of the year 2014'' by leading global media awards viz. Air Transport News Awards and Air Cargo Week World Air Cargo Awards.

Subsidiaries

The Central Government has, vide General Circular No: 2 / 2011 dated February 8, 2011, granted general exemption to companies from attaching a copy of the Balance sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of subsidiary companies, subject to the fulfillment of certain conditions mentioned therein. As a result, the Balance sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the following subsidiary companies:

a) Kale Softech Inc.

b) Kale Revenue Assurance Services Limited

c) Zero Octa UK Limited

do not form part of this Annual Report. The annual accounts of the subsidiary companies and related detailed information shall be made available to shareholders of the Company and of subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be available for inspection by any shareholders at the registered office of the Company and of the subsidiary companies concerned. These documents can be requested by any shareholder of the Company. Further, in line with the Listing Agreement and in accordance with the Accounting standard 21 (AS-21), the Consolidated Financial Statements prepared by the Company include financial information of its subsidiaries.

Directors

Mr. Philippe Lesueur retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Lesueur is also the Chairman of Accelya Holding World S.L. headquartered in Barcelona, Spain. Mr. Lesueur is well known and highly respected in the airline industry where he has spent more than 30 years. Under his leadership, the business of Accelya has grown from BSP (billing and settlement plan) processing in one country in 1982 to cover more than 108 countries and volumes that exceed 180 million tickets per year.

Companies in which Mr. Philippe Lesueur is a director

Accelya Holding World S.L. Kale Softech Inc.

Accelya World S.L.U. Zero Octa UK Limited

Accelya UK Limited Kale Revenue Assurance

Services Limited

Accelya France SAS Accelya Portugal

Unipessoal, Ltda.

Accelya Luxembourg S.A. Accelya Holding

(Luxembourg) S.A.

Mr. Lesueur does not hold any shares in the Company.

As per section 149(4) of the Companies Act, 2013, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, Mr. K. K. Nohria, Mr. Sekhar Natarajan and Mr. Nani Javeri are being appointed as independent directors to hold office for a period of five years from the date of the forthcoming Annual General Meeting (AGM) of the Company. Mr. K. K. Nohria, Mr. Sekhar Natarajan and Mr. Nani Javeri shall not be liable to retire by rotation.

Ms. Sangeeta Singh was appointed as an additional director by the Board of Directors on 18th July, 2014. She is an independent director. The term of Ms. Singh as an additional director expires at the forthcoming AGM. If appointed at the forthcoming AGM, she will be an independent director from the date of forthcoming AGM till 17th July, 2019. Ms. Sangeeta Singh shall not be liable to retire by rotation.

Auditors

Pursuant to section 139 of the Companies Act, 2013 and the Rules made thereunder, it is proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants as statutory Auditors of the Company for a period of two years from the conclusion of the ensuing Annual General Meeting until the conclusion of the 30th Annual General Meeting and to fix their remuneration for the year 2014-15.

Directors'' Responsibility Statement

Your Directors confirm that –

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give Directors'' Report a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors had prepared the annual accounts on a going concern basis.

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 SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 are not being given.

During the year, the Company had cordial relations with its employees.

Corporate Governance

A report on Corporate Governance is set out separately, which forms part of this report.

Fixed Deposits

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

Particulars of Employees

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars are required to be attached to this Report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report of your Company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under clause (e) of subsection (1) of section 217 of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the annexure which forms part of this report.

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

Philippe Lesueur Vipul Jain Chairman Managing Director

Place : Thane Date : 6 August, 2014


Jun 30, 2013

To, The Members,

The Directors are pleased to present the Twenty Seventh report on the business and operations of the Company for the year ended June 30, 2013.

Financial Results Rs. in Million

Particulars 2012-13 2011-12

Total Revenue

-Revenue from Services 2,623.84 1,814.06

- Other Income 47.21 50.87

Total 2,671.05 1,864.93

Total Expenditure 1,626.33 1,406.42

Profit before Tax and Exceptional

Items 1,044.72 458.51

Exceptional Items - 7.77

Profit Before Tax and Exceptional

Items 1,044.72 466.28

Provision for Tax

-Current Tax 343.70 161.29

Deferred Tax Charge

-Current Tax (11.42) (9.16)

Profit After Tax 712.44 314.15

Profit brought forward from previous year 507.48 647.37

Accumulated balance of Zero Octa Selective Sourcing India Private Limited, brought forward incorporated pursuant to the Scheme of Amalgamation 211.83 -

Accumulated balance of Zero Octa Recruitment and Training (India) Private Limited, brought forward incorporated pursuant to the Scheme of Amalgamation (0.51) -

Profit available for appropriation 1,432.26 961.52

Appropriations:

- Transferred to General Reserves 71.24 31.41

- Interim Dividend 447.79 214.38

- Proposed Dividend 597.05 149.26

- Dividend Distribution Tax 177.57 58.99

- Balance Carried Forward to Balance Sheet 137.59 507.48

Dividend

The Company had declared and paid an interim dividend of Rs. 30 per equity share during the year.

Your Directors are pleased to recommend a final dividend of Rs.40 per equity share for the financial year ended June 30, 2013.

Operating Results

The Company has shown robust growth in the financial year 2012-13. During the year under review, the total revenues of the Company grew by Rs. 806.12 million from 1,864.93 million to Rs.2,671.05 million, an increase of 43.23% over the previous year. The Company''s total expenditure for the year ended June 30, 2013 stood at Rs. 1,626.33 million compared to Rs. 1,406.42 million in the previous year, an increase of 15.64%.

The Profit before tax increased from Rs. 466.28 million in the previous year to Rs. 1,044.72 for the current year, an increase of 124.05%.

The Profit after tax for the year ended increased to Rs. 712.44 million from Rs. 314.15 million of the previous year, a steep increase of 126.78%.

Business Operations

During the year, Kale Consultants Limited was renamed as Accelya Kale Solutions Limited. This was a step in making it easier for our customers to have access to the entire solution portfolio and do business with the Accelya Group. Accelya Group redefined a new Vision and Mission and launched the new logo in line with the same.

During the year, the Company launched REVERA Airmail revenue accounting solution for airlines to manage their airmail business. REVERA Airmail is part of Accelya Kale''s leading REVERA Revenue Accounting Suite, which includes REVERA PRA, REVERA CRA, REVERA Interline and APEX Proration.

The Company added many leading global airlines to our customer list. Some of these included:

- Biman Bangladesh Airlines Limited, the flag carrier airline of Bangladesh selected FinesseMBS™ solution to streamline its miscellaneous billing processes.

- Royal Air Maroc, the flag carrier airline of Morocco selected its FinesseMBS™ to automate and standardize the entire Miscellaneous billing process.

- Air India, the flag carrier airline of India outsourced its passenger, cargo revenue accounting to Accelya Kale.

- Thai Airways, the national carrier of Thailand selected Accelya Kale''s passenger revenue accounting solution, REVERA* PRA, to streamline their passenger revenue accounting process.

- bmi regional, the British regional airline, outsourced its passenger revenue accounting, sales audit, refunds, card billing and chargeback processing to Accelya Kale.

- Air Seychelles, the national carrier of Seychelles, outsourced its Passenger Revenue Accounting, Cargo Revenue Accounting, Airmail Revenue Accounting and Miscellaneous (Non-Transport) Billing to Accelya Kale.

Subsidiaries

The Central Government has, vide General Circular No: 2 / 2011 dated February 8, 2011, granted general exemption to companies from attaching a copy of the Balance sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of subsidiary companies, subject to the fulfillment of certain conditions mentioned therein. As a result, the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the following subsidiary companies:

a) Kale Softech Inc.

b) Kale Revenue Assurance Services Limited

c) Zero Octa UK Limited

do not form part of this Annual Report. The annual accounts of the subsidiary companies and related detailed information shall be made available to shareholders of the Company and of subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be available for inspection by any shareholders at the registered office of the Company and of the subsidiary companies concerned. These documents can be requested by any shareholder of the Company. Further, in line with the Listing Agreement and in accordance with the Accounting standard 21 (AS-21), the Consolidated Financial Statements prepared by the Company include financial information of its subsidiaries.

During the year, Kale Softech Inc. repurchased 450,000, 5% Redeemable Preferred Stock of USD 1 each held by your Company at a price of USD 1.58 per stock.

Amalgamation

With a view to enable pooling and more efficient utilization of resources, greater economies of scale, reduction in operating and other overheads and improvement in various operating parameters, it was decided to amalgamate Zero Octa Selective Sourcing India Pvt. Ltd. ("ZOSS") and Zero Octa Recruitment and Training (India) Pvt. Ltd. ("ZORT"), (the indirect subsidiaries of the Company) with Accelya Kale.

The Hon''ble Bombay High Court has passed an order on 05 July, 2013, approving the amalgamation with effect from 01 April, 2013 (Appointed date). Accordingly, ZOSS and ZORT have been dissolved.

Directors Mr. Sekhar Natarajan

Mr. Sekhar Natarajan retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Sekhar Natarajan is a well-known industry professional. Known for his integrity and passion for results, Mr. Natarajan has led and built Monsanto India as an organization that is a growth leader in Indian agriculture. He is a strategic thinker with rich global experience in business development and mergers and acquisitions. He is a great people leader who has developed and nurtured talent for Monsanto and the Agri sector in India. He has taken early retirement from Monsanto after 30 years of working for the company.

Mr. Natarajan is currently the managing partner at S N Consultants where he provides advice and strategic direction to several local and international companies. He also holds the position of Chairman and Director at Monsanto India Ltd. Additionally, he serves as a Director at Maharashtra Hybrid Seed Company Ltd. and Wyeth Ltd.

Companies in which Mr. Sekhar Natarajan is a director

Accelya Kale Solutions Limited Monsanto India Limited

Maharashtra Hybrid Seeds Wyeth Limited Company Limited

Mr. Natarajan does not hold any shares in the Company.

Mr. Bahram Vakil

Mr. Bahram Vakil, who was an independent director of the Company has resigned due to personal commitments with effect from 01 July, 2013.

Mr. Nani Javeri

Mr. Nani Javeri was appointed as an additional director by the Board of Directors on 08 July, 2013. The term of Mr. Javeri as an additional director expires at the ensuing Annual General Meeting. It is proposed to appoint him as a director liable to retire by rotation.

Mr. Javeri has extensive experience of 42 years in the financial services industry. He is the former CEO of Bank of Sohar, Oman and Birla Sun Life Insurance. Under his leadership, Birla Sun Life Insurance ("BSLI") emerged as one of the leading private sector life insurance companies in India. Mr. Javeri, prior to BSLI, spent 32 years with Grindlays Bank in various capacities in India, London and Melbourne. He had also been associated with Oman International Bank in Oman and Times Bank Limited in India.

Companies in which Mr. Nani Javeri is a director:

Accelya Kale Solutions Ltd. Inarco Limited

Ari Consolidated Investments Union KBC Asset Ltd. Management Co. Pvt. Ltd.

Voltas Ltd. Hannover Re Consulting Services (I) Pvt. Ltd.

Universal Comfort Products Ltd.

Mr. Javeri does not hold any shares in the Company.

Reappointment of Mr. Vipul Jain as Managing Director

The term of Mr. Vipul Jain as Managing Director expired on 31 May, 2013. The Board of Directors, at its meeting held on 7 August, 2013, re-appointed Mr. Vipul Jain as Managing Director from 1 June, 2013 to 30 June, 2016. The appointment is subject to the approval of the members in general meeting. Members are requested to approve the resolution for reappointment of and remuneration payable to Mr. Jain as Managing Director.

Mr. Vipul Jain, 55, is a B.Tech. from IIT, Kanpur and a Post Graduate in Management from IIM Ahmedabad. He was responsible for development and implementation of the country''s first on-line Hotel Management System in 1982. In 1986, he, alongwith Mr. Narendra Kale, promoted the Company and took on marketing responsibility for the Company. He also led the Company''s efforts in building the Hospital Management System, a pioneering effort that won him the Young Consultants Award from the Government of India. In 1992, he took on the responsibility of Managing Director. The setting up of the airlines line of business has been at his initiative and he has personally been responsible for the Company''s success in marketing products in the fiercely competitive international market.

Companies in which Mr. Vipul Jain is a director

Accelya Kale Solutions Limited Zero Octa UK Limited, UK

Kale Revenue Assurance Kale Softech Inc., USA Services Limited, UK

Kale Logistics Solutions Private Virtual Wizards Private Limited Limited

Baaya Ventures Limited Fight Hunger Foundation

Mr. Vipul Jain does not hold any equity shares in the Company. Auditors

M/s. B S R & Co., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Directors'' Responsibility Statement

Your Directors confirm that -

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give Directors'' Report a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors had prepared the annual accounts on a going concern basis.

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 SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 are not being given.

During the year, the Company had cordial relations with its employees.

Corporate Governance

A report on Corporate Governance is set out separately, which forms part of this report.

Fixed Deposits

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

Particulars of Employees

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars are required to be attached to this Report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report of your Company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under clause (e) of subsection (1) of section 217 of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the annexure which forms part of this report.

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

Philippe Lesueur Vipul Jain

Chairman Managing Director

Place: Mumbai

Date: 7 August, 2013

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