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Notes to Accounts of Accelya Solutions India Ltd.

Jun 30, 2023

Rights, preference and restriction attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting right of an equity shareholder on a poll (not on show of hands) is in proportion to its share of the paid-up equity capital of the Company. Voting right cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called upon shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

Pursuant to the requirements of Division II to Schedule III of Companies Act, 2013, below is the nature and purpose ofthe above:

(i) Capital redemption reserve

Capital redemption reserve was created on account of buy-back of equity share capital.

(ii) Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

(Hi) General reserve

General reserve represents appropriation of profit by the Company.

(iv) Retained earnings

Retained earnings comprises of the amounts that can be distributed by the Company as dividends to its equity share holders.

Remaining performance obligations

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognize those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts.

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is '' 4,940.25 lakhs (30 June 2022: '' 2,654.04 lakhs) out of which approx. 60.50% (30 June 2022: approx. 67.90%) is expected to be recognised as revenue in next year and the balance thereafter.

Contract asset and liabilities

During the year ended 30 June 2023, the Company recognized revenue of '' 296.35 lakhs out of opening gross deferred revenue (Contract liabilities) of '' 580.01 lakhs.

During the year ended 30 June 2023, '' 1,160.94 lakhs of unbilled revenue (Contract assets) which had an amount of '' 1,174.62 lakhs as at 01 July 2022, has been billed on completion of milestones and services.

Employee benefits Defined contribution plan

The Company makes contributions in respect of qualifying employees towards Provident Fund and other funds. The Company has no obligations other than to make the specified contributions. The contributions are charged to the

statement of profit and loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund and Other funds for the year aggregated to K 518.30 lakhs (30June 2022: K 408.51 lakhs).

Defined benefit plan

The Company provides for gratuity, a defined benefit plan. The present value of the defined benefit liability, and the related current service cost and past service cost, are measured using the projected unit. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company. No other retirement benefits are provided to these employees.

Investment risk

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment. Interest rate risk

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).

Demographic risk

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

Salary escalation risk

The present value ofthe defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Rental expense recorded for short-term leases is R 34.29 lakhs for the year ended 30 June 2023 (30 June 2022: R 26.95 lakhs).

The total cash outflow for leases is R 1,336.69 lakhs for the year ended 30 June 2023, including cash outflow of shortterm leases (30June 2022: K 1,376.63 lakhs).

The Company has lease term extension options that are not reflected in the measurement of lease liabilities. The present value offuture cash outflows for such extension periods as at 30June 2023 is R 4,801.19 lakhs.

The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

B. Measurementoffairvalues

Level 1 hierarchy includes financial instruments measured using quoted prices in an acfive market. This includes listed equity instruments, traded debentures and mutual funds that have quoted price/ declared NAV.

The financial instruments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the acfive market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost represents estimate of fairvalue within that range. The carrying value offinancial instruments measured at amortized cost approximates their fair value.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

i. Risk management framework

The Company''s activities expose it to a variety offinancial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

ii. Credit risk

Credit risk is the risk offinancial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers, unbilled receivables and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

The Company does not expect any credit risk on the amount recoverable from related parties.

Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. Financial Assets are written off when there is no reasonable expectation of recovery from the customer.

Expected credit loss assessment:

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given the critical nature of the services of the Company to its customers, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss as at 30 June, 2023 relates to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

Unbilled receivables are K 847.47 lakhs and K 218.10 lakhs as at 30 June 2023 and 30 June 2022 respectively. The Company''s unbilled receivables generally ranges from 30 - 90 days.

Four customers accounted individually for more than 10% of the accounts receivable for the year ended 30 June 2023 (30 June 2022: Three customers accounted for more than 10% of accounts receivable). Three customers accounted individually for more than 10% of the unbilled receivable and contract asset for the year ended 30 June 2023 (30 June 2022: Three customers accounted for more than 10% of unbilled receivable and contract asset).

Cash and cash equivalents and mutual funds

The Company held cash and cash equivalents and mutual funds with credit worthy banks and financial institutions of '' 5,987.24 lakhs as at 30 June 2023 (30 June 2022: '' 5,286.57 lakhs). The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation.

The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Exposure to liquidity risk

The table below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

* all non derivative financial liabilities

iv. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates and commodity prices) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account and equity, where any transaction references more than one currency or where assets/ liabilities are denominated in a currency other than the functional currency of the entity.

Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in USD, SGD, GBP and Euro against the respective functional currencies of the Company and its subsidiaries.

The Company, as per its risk management policy, uses forward contract derivative instruments primarily to hedge foreign exchange. The Company does not use derivative financial instruments for trading or speculative purposes.

Sensitivity analysis

A 10% strengthening/ weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as ofthe date ofstatements offinancial position.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has no borrowings from banks and financial institutions. The Company has margin money deposit with bank at fixed interest rate. Any movement in the market interest rate is not expected to significantly impact the fair value of deposits.

Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development ofthe business.

The Company has adequate cash and bank balances and has no debt. The Company monitors its capital by a careful scrutiny ofthe cash and bank balances, and a regular assessment of any debt requirements. In the absence of any debt, the maintenance of debt equity ratio etc. may not be of any relevance to the Company.

34 Segmental reporting

Based on the "management approach" as defined in Ind AS 108-Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the Group''s performance as a single business segment namely travel and transportation vertical. The Company''s CODM is Managing Director.

In accordance with paragraph 4 of Ind AS 108 "Operating Segments", issued by the Central Government, the Company has presented segment information only on the basis of the consolidated financial statements (refer note 34 of consolidated financial statements).

1) The above figures do not include provisions for encashable leave as separate actuarial valuations are not available.

2) Payable to Managing Director, Chief Financial Officer and Company Secretary.

The Company''s management is of the opinion that its international transactions with related parties are at arms length and that the Company is in compliance with the transfer pricing legislation. Based on the above, the Company''s management believes that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of the provision for tax.

Ultimate parent company and parent company of larger group

The Company is a subsidiary undertaking of Accelya Group Topco Limited which is the ultimate parent company incorporated inJersey.

The ultimate controlling party as at 30June 2023 are various private equity funds within the portfolio of Vista Equity Partners Perennial:

Vista Equity Partners Perennial, L.P., Vista Equity Partners Perennial A, L.P. and Vista Equity Partners Perennial Equity, L.P., incorporated in Cayman Islands and Vista Co-Invest 2018-2 L.P. incorporated in the United States.

The largest group in which the results of the company are consolidated is that headed by Accelya Group Topco Limited. The consolidated financial statements are available to the public and may be obtained from Accelya Group Topco Limited.

The smallest group in which they are considered is that headed by Accelya Holding World S.L.U.

Capital and other commitments

('' lakhs)

30 June 2023

30 June 2022

Estimated amount of contracts remaining to be executed on capital account, to the extent not provided (net of advances)

72.97

94.40

Contingent liabilities

('' lakhs)

30 June 2023

30 June 2022

Contingent liability on account of rejection of refund of cenvat credit by Service Tax Department for which appeals have been filed (net of provision)

112.55

247.39

Contingent liability on account of service tax demand and penalty by Service Tax authorities towards certain transactions were chargeable to tax under Reverse Charge Mechanism pertaining to period April 2011 to March 2015. The Company has filed an appeal against the same with CESTAT.

591.22

591.22

The Company has reviewed all its pending litigation and proceedings and has adequately provided where provision is required. The Company has disclosed contingent liabilities wherever applicable. The resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company.

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having net worth of R 500 crores or more, or turnover of R 1,000 crores or more or a net profit of R 5 crores or more during any financial year will be required to constitute a Corporate Social Responsibility ("CSR") committee of the Board of Directors comprising three or more directors, at least one of whom shall be an independent director. The Company has constituted a committee comprising Mr. James Davidson, Mr. Nani Javeri * and Ms. Sangeeta Singh as its members. The committee is responsible for formulating and monitoring the CSR policy ofthe Company.

* Mr. Nani Javeri retired as an Independent Director on 7 July 2023. Ms. Meena Jagtiani, Independent Director, has replaced Mr. Nani Javeri as member ofthe CSR committee.

The Company has implemented CSR activities through following organizations:

- Catalysts for Social Action ("CSA"), a not-for-profit organization dedicated to the cause of child welfare and rehabilitation for children living in orphanages.

- Seva Sadan Society, a Not-for-profit organization dedicated to provide care, education and vocational training to empower underprivileged girls and women to be self sufficient (upto 30 June 2022).

- Sri Sathya Sai Health & Education Trust ("Sri Sathya Sai"), a not-for-profit organisation dedicated to provide children with congenital heart diseases with free of cost treatment.

The funds were donated to CSA and Sri Sathya Sai and utilized during the year on activities which are specified in Schedule VII of the Companies Act, 2013:

a) Gross amount required to be spent by the Company during the year is R 179.14 lakhs.

b) The Company''s contribution to CSA, Seva Sadan Society and Sri Sathya Sai Health & Education Trust towards CSR during the year was:

i) CSA: K 152.27 lakhs (30 June 2022: K 181.05 lakhs)

ii) Seva Sadan Society: Nil (30June 2022: K 31.95 lakhs)

iii) Sri Sathya Sai: K 26.87 lakhs (30 June 2022: K Nil)

$ Improved due to increase in revenue and profit (on account of better operational performance)

* Decrease due to less investment and income generated from investments

42 Long term contracts

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.

43 Dividend distribution

Dividends paid during the year ended 30 June, 2023 include an amount of ^ 35 per equity share towards interim dividends for the year ending 30 June, 2023 and an amount of ^ 45 per equity share towards final dividends for the year ending 30 June, 2022. Dividends paid during the year ended 30June, 2022 include an amount of ^ 17 per equity share towards interim dividend for the year ended 30 June, 2022 and an amount of ^ 17 per equity share towards final dividends for the year ending 30June, 2021.

Dividends declared by the Company are based on profits available for distribution.

44 Code on social security

The Parliament has approved Code on Social Security, 2020 ("Code") relating to various employee benefits including post-employment benefits. While the Code has received the President''s assent and also been published, the effective date is yet to be notified and the rules to be prescribed. The impact on the financial statements shall be assessed and recorded once the Code becomes effective and relevant rules thereunder are prescribed.

45 Exceptional items

The Exceptional items consist of profit on sale of Property, Plant & Equipment (1st floor of Building ''Sharada Arcade'') at Pune.

46 Additional regulatory information

i) Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

ii) Wilful Defaulter

The Company has not been declared wilful defaulter by any bank or financial institutions or government or any government authority during the current or previous year.

iii) Details of Benami Property held

During the current or previous year, no proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

iv) Loans and advances

During the current or previous year, the Company has not granted loans to its promoters, directors, KMPs and the other related parties (as defined under the Companies Act, 2013) which are repayable on demand or without specifying any terms or period of repayment or any other loans or advance in the nature of loans.

v) Undisclosed income

There have been no transactions which have not been recorded in the books of accounts, that have been surrendered or disclosed as income during the year ended 30 June 2023 and 30 June 2022, in the tax assessments under the Income Tax Act, 1961. There have been no previously unrecorded income and related assets which were to be properly recorded in the books of account during the year ended 30 June 2023 and 30June 2022.

vi) Borrowings from banks or Financial Institution on Security of Current Assets

The Company has no borrowings from banks and financial institutions on the basis of security of current assets during the current or previous year.

viii) Amount transferred to Investor Education and Protection Fund (IEPF)

There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the current or previous year.

ix) During the current or previous year, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.

x) During the current or previous year, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.

xi) During the current or previous year, the Company has not made any investments during the year other than Investment in Mutual Funds. During the current or previous year, the Company has not granted secured/ unsecured loans/ advances in the nature of loans to any Company/ Firm/ Limited Liability Partnership/ Other Party during the year.

47 Subsequent events

The Board of Directors has recommended a final dividend of R 30/- per equity share for the year ended 30 June, 2023,

subject to the approval of the shareholders at the ensuing Annual General Meeting.

48 Previousyearfigures

Figures for the previous year have been regrouped/ reclassified wherever necessary to make them comparable.


Jun 30, 2021

Remaining performance obligations

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognize those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts.

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is '' 3,303.39 lakhs (30 June 2020: '' 5,330.45 lakhs) out of which approx. 52.38% (30 June 2020: approx. 52%) is expected to be recognised as revenue in next year and the balance thereafter.

Contract asset and liabilities

During the year ended 30 June 2021, the Company recognized revenue of '' 825.40 lakhs out of opening gross deferred revenue of '' 1092.29 lakhs.

During the year ended 30 June 2021, '' 573.35 lakhs of unbilled revenue (Contract assets) which had an amount of '' 573.35 lakhs as at 01 July 2020, has been billed on completion of milestones and services.

34 Employee benefits

Defined contribution plan

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to '' 350.04 lakhs (30 June 2020: '' 390.92 lakhs).

Defined benefit plan

The Company provides for gratuity, a defined benefit plan. The present value of the defined benefit liability, and the related current service cost and past service cost, are measured using the projected unit. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company. No other retirement benefits are provided to these employees.

Investment risk

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment. Interest rate risk

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).

Demographic risk

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

Salary escalation risk

The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

B. Measurement of fair values

Level 1 hierarchy includes financial instruments measured using quoted prices in an active market. This includes listed equity instruments, traded debentures and mutual funds that have quoted price/ declared NAV.

The financial instruments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost represents estimate of fair value within that range. The carrying value of financial instruments measured at amortized cost approximates their fair value.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

i. Risk management framework

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers, unbilled receivables and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Expected credit loss assessment:

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given the critical nature of the services of the Company to its customers, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss as at 30 June, 2021 relates to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

year ended 30 June 2021 (30 June 2020: Three customers accounted for more than 10% of unbilled receivable and contract asset)

Cash and cash equivalents and mutual funds

The Company held cash and cash equivalents and mutual funds with credit worthy banks and financial institutions of '' 4,905.42 lakhs as at 30 June 2021 (30 June 2020: '' 3,672.01 lakhs). The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation.

The Company has obtained non-fund based working capital lines from bank. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Exposure to liquidity risk

The table below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

iv. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates and commodity prices) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.

Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar, GBP and Euro, against the respective functional currencies of the Company and its subsidiaries.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has no borrowings from banks and financial institutions. The Company has margin money deposit with bank at fixed interest rate. Any movement in the market interest rate is not expected to significantly impact the fair value of deposits.

Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Company has adequate cash and bank balances and has no debt. The Company monitors its capital by a careful scrutiny of the cash and bank balances, and a regular assessment of any debt requirements. In the absence of any debt, the maintenance of debt equity ratio etc. may not be of any relevance to the Company.

37 Segmental reporting

Based on the "management approach" as defined in Ind AS 108-Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the Group''s performance as a single business segment namely travel and transportation vertical. The Company''s CODM is Managing Director.

In accordance with paragraph 4 of Ind AS 108 "Operating Segments", issued by the Central Government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer note 38 of consolidated financial statements).

43 Corporate Social Responsibility

As per the Companies Act, 2013, all companies having net worth of '' 500 crores or more, or turnover of '' 1,000 crores or more or a net profit of '' 5 crores or more during any financial year will be required to constitute a Corporate Social Responsibility ("CSR") committee of the Board of Directors comprising three or more directors, at least one of whom shall be an independent director. The Company has constituted a committee comprising Mr. John Johnston, Mr. Nani Javeri and Ms. Sangeeta Singh as its members. The committee is responsible for formulating and monitoring the CSR policy of the Company.

The Company has implemented CSR activities through following organizations:

- Catalysts for Social Action ("CSA"), a Not-For-Profit organization dedicated to the cause of child welfare and rehabilitation for children living in orphanages

- Seva Sadan Society, a Not-for-profit organization dedicated to provide care, education and vocational training to empower underprivileged girls and women to be self sufficient.

The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in

Schedule VII of the Companies Act, 2013:

a) Gross amount required to be spent by the Company during the year is R 347.00 lakhs (includes R 69.80 lakhs being carried forward from previous year by CSA and Seva Sadan as they were unable to spend this amount in previous year).

b) The Company''s contribution to CSA and Seva Sadan Society towards CSR during the year was:

i) CSA: R 235.9 lakhs (30 June 2020: R 233 lakhs)

ii) Seva Sadan Society: R 41.3 lakhs (30 June 2020: R 58 lakhs).

44 Long term contracts

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.

45 Dividend distribution

Dividends paid during the year ended 30 June, 2021 include an amount of R 35 per equity share towards interim dividends for the year ending 30 June, 2021. Dividends paid during the year ended 30 June, 2020 include an amount of R 15 per equity share towards final dividend for the year ended 30 June, 2019 and an amount of R 10 per equity share towards interim dividends for the year ending 30 June, 2020.

Dividends declared by the Company are based on profits available for distribution. During the previous year, dividend distribution out of retained earnings was subject to applicable dividend distribution tax.

46 Impact of COVID 19

The Company is closely monitoring the impact on its customers on account of the COVID 19 Pandemic and the impact of external factors. At present, the Company does not foresee any material adverse impact in the demand for the software solutions and the Company is well positioned to fulfil its obligations relating to existing contracts / arrangements. The Management has taken into consideration internal and external sources of information in determining the impact on various elements on its financial statements.

Management continuously monitors the market dynamics and keeps evaluating events that have impact on the airline and travel industry. Management has used the principle of prudence in applying judgements, estimates and assumptions including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying amount of trade receivables including unbilled receivables and other current and non-current assets.

Management believes that it has taken into account all possible impact of known events arising from COVID 19 pandemic in the preparation of these financial statements. The eventual outcome of impact of the global pandemic may be different from those estimated as on the date of approval of these financial statements. Management has assessed the impact of existing and anticipated effects of COVID 19 pandemic on the future cash flow projections considering various scenarios. The Company believes that it shall be able to meet its commitments and in addition, the funds are expected to be generated from its operating activities. To manage the impact on profitability resulting from reduced revenues due to COVID 19, the Company has implemented various cost control measures across the organization to conserve cash to address any uncertainties in evolving situations.

Based on the aforesaid assessment the Management strongly believes that as per estimates made conservatively, it will continue as a going concern.

47 Code on social security

The Parliament has approved Code on Social Security, 2020 ("Code") relating to various employee benefits including post-employment benefits. While the Code has received the President''s assent and also been published, the effective date is yet to be notified and the rules to be prescribed. The impact on the financial statements shall be assessed and recorded once the Code becomes effective and relevant rules thereunder are prescribed.

48 Subsequent events

The Board of Directors has recommended a final dividend of ^ 17 per equity share for the year ended 30 June, 2021, subject to the approval of the shareholders at the ensuing Annual General Meeting.

49 Previous year figures

Figures for the previous year have been regrouped/ reclassified wherever necessary to make them comparable.


Jun 30, 2018

36 Employee benefits Gratuity

The Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The liability towards gratuity is carried out using projected unit benefit method. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company.

The Company estimates that the balance amount to be contributed to the gratuity fund during the financial year 201819 will be''21,356,060.

36 Employee benefits (Continued)

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

Provident Fund

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to Rs, 35,450,036 (30 June 2017: Rs, 33,054,540).

37 Leases

Operating lease

The lease rental (including hire charges) for office premises, guest house and go down charged to statement of profit and loss aggregates to Rs, 76,547,785 (30June 2017: Rs, 76,629,753).

38 Financial instruments (Continued)

Financial instruments - Fair values and risk management (Continued) C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

i. Risk management framework

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. Financial Assets are written off when there is no reasonable expectation of recovery from the customer.

Financial instruments - Fair values and risk management (Continued)

C. Financial risk management (Continued)

ii. Credit risk (Continued)

Expected credit loss assessment:

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macroeconomic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss as at 30 June, 2018 related to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks and financial institutions of'' 8,485,995 as at 30 June 2018. The credit worthiness of such banks and financial institutions is evaluated by the management on an on-going basis and is considered to be good.

Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired,

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company''s reputation. The Company has obtained fund and non-fund based working capital lines from various banks. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Financial instruments - Fair values and risk management (Continued)

C. Financial risk management (Continued)

Exposure to liquidity risk

The table below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

* all non-derivative financial liabilities

Financial instruments - Fair values and risk management (Continued)

C. Financial risk management (Continued) iv. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates and commodity prices) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.

Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar, GBP and Euro, against the respective functional currencies of the Company and its subsidiaries.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

Sensitivity analysis

A 10% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss and equity as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The company has no borrowings from banks and financial institutions. The company has margin money deposit with bank at fixed interest rate. Any movement in the market interest rate is not expected to significantly impact the fair value of deposits.

Financial instruments - Fair values and risk management (Continued)

C. Financial risk management (Continued)

iv. Market risk (Continued)

Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Company has adequate cash and bank balances and has very low amount of debt. The company monitors its capital by a careful scrutiny of the cash and bank balances, anda regular assessment of any debt requirements. In the absence of any debt, the maintenance of debt equity ratio etc. may not be of any relevance to the Company.

39 Segmental reporting

Based on the "management approach" as defined in Ind AS 108-0perating Segments, the Chief Operating Decision Maker evaluates the Group''s performance as a single business segment namely travel and transportation vertical.

In accordance with paragraph 4 of Ind AS 108 "Operating Segments", issued by the Central Government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer note 40 of consolidated financial statements).

Note: * Mr. Philippe Lesueur resigned as Director and Chairman with effect from 5th October, 2016. Mr. John Johnston was appointed as Chairman with effect from 6th October, 2016.

** Mr. Vipul Jain resigned as Director with effect from 9th August, 2017

# Ceased to be a related party with effect from 9th August, 2017

40 Related party transactions (Continued)

The Company''s management is of the opinion that its international transactions with related parties are at arm’s length and that the Company is in compliance with the transfer pricing legislation. Based on the above, the Company''s management believes that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of the provision for tax.

The Company has reviewed all its pending litigation and proceedings and has adequately provided where provision are required. The Company has disclosed contingent liabilities wherever applicable. The resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company.

44 Disclosure under Micro Small and Medium Enterprises Development Act, 2006

Based on information and records available, the Company has no dues to micro and small enterprises during the years ended 30June 2018 and 30June 2017 and as at 30June 2018 and 30 June 2017.

45 Unbilled revenue include revenue based on percentage of completion basis Rs, 69,845,215 (30 June 2017; Rs, 58,215,919; 1 July 2016:Rs, 53,361,664).

46 Corporate Social Responsibility

As per the Companies Act, 2013, all companies having net worth of Rs, 500 crores or more, or turnover ofRs, 1,000 crores or more or a net profit of Rs, 5 crores or more during any financial year will be required to constitute a Corporate Social Responsibility ("CSR") committee of the Board of Directors comprising three or more directors, at least one of whom shall be an independent director. The Company has constituted a committee comprising Mr. John Johnston, Mr. Nani Javeri and Ms. Sangeeta Singh as its members. The committee is responsible for formulating and monitoring the CSR policy of the Company.

The company has implemented CSR activities through Catalysts for Social Action ("CSA") a Not-For-Profit organization dedicated to the cause of child welfare and rehabilitation for children living in orphanages. The total amount spent by the Company through CSA is Rs, 25,530,230 (previous year: Rs, 25,090,000)

48 Long term contracts

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.

49 During the previous year, the Company has received Show Cause cum Demand notices on account of service tax demand amounting to Rs, 48,581,562 (excluding interest and penalty) by Service Tax authorities (Certain transactions were chargeable to tax under Reverse Charge Mechanism (RCM) and Cenvat credit was not eligible for certain transactions (CENVAT credit)) pertaining to financial year 2011-12 to 2014-15. The Company had filed reply to Show Cause cum Demand notices with the service tax authorities.

During the year, with respect to RCM, the Company has received an order from Central Tax & GST authorities where the commissioner has confirmed the demand ofRs, 29,560,902 and imposed penalty ofRs, 29,560,902 on the Company. The Company has filed an appeal with Customs, Excise and Service Tax Appellate Tribunal against the order.

With respect to CENVAT credit, no further update has been received on the same during the year.

50 Other matters

Information with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.

51 Explanation of transition to Ind AS

For the purpose of reporting as set out in note 1, we have transitioned our basis of accounting from Indian generally accepted accounting principles ("IGAAP") to Ind AS. The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 30 June 2018 including the comparative information for the year ended 30June 2017 and the opening Ind AS balance sheet at 1 July 2016 (the "transition date").

In preparing our opening Ind AS balance sheet, we have adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from Indian GAAP to Ind AS:

Ind AS optional exemptions

1) Investment in subsidiaries

Ind AS 101 permits a first time adopter to elect to measure investment in subsidiaries either at cost determined in accordance with Ind AS 27 or deemed cost. The deemed cost of such an investment shall be its :

(i) fairvalue at the entity''s date of transition to Ind ASs in its financial statement; or

(ii) previous GAAP carrying amount at that date.

Accordingly, the company has elected to measure investment in subsidiaries at deemed cost at their previous GAAP carrying amount.

Ind AS mandatory exceptions

1) Estimates

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any differences in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 July 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an enity to reconcile equity and profit or loss for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

Note: 1. Proposed dividend

Under previous GAAP, dividends proposed by the Board of Directors after the reporting date but before the approval of financial statements were considered to be adjusting event and accordingly recognised (along with related dividend distribution tax) as liabilities at the reporting date. Under Ind AS, dividend so proposed by the board are considered to be non-adjusting event. Accordingly, provision for proposed dividend and dividend distribution tax recognised under previous GAAP has been reversed.

2. Allowance for credit loss

On transition to Ind AS, the Company has recognised impairment loss on trade receivables based on the expected credit loss model as required by Ind AS 109. Consequently, trade receivables has been reduced with a corresponding decrease in retained earnings on the date of transition.

51 Explanation of transition to Ind AS (Continued)

B. Reconciliations between previous GAAP and Ind AS (Continued)

B. Reconciliation ofTotal Comprehensive Income (Continued)

Note: (Continued)

3. Fair valuation of financial instruments

Under Ind AS, security deposits are a financial instrument which have to be measured at its fair value on initial recognition. The fair value shall be determined by discounting the amount over the expected term of the deposit using an interest rate applicable to a similar deposit with an external unrelated party having a similar maturity pattern and similar credit characteristics.

4. Mark to market adjustment

Under Ind AS, all derivatives to be measured at fair value on the reporting date with both unrealized gains and unrealized losses being recognised in the income statement for the period in which such changes arise.

5. Actuarial gain/ loss

Under previous GAAP, the Company recognised actuarial gains and losses in profit and loss. Under Ind AS, all actuarial gains and losses are recognised in other comprehensive income (OCI). However, this has no impact on the total comprehensive income and total equity as on 1 July 2016 and 30June 2017.


Jun 30, 2017

1. Background

Accelya Kale Solutions Limited (“Accelya” or “the Company”) is a software solutions provider to the global Airline and Travel industry.

Accelya delivers world class software products, managed processes, technology and hosting services. Accelya’s industry solutions are driven by active partnerships with industry bodies and customers, and significant domain knowledge. Its customised approach in deploying these solutions supports clients with best fit solutions to match their requirements.

2 SHARE CAPITAL

a. Reconciliation of the shares outstanding at the beginning and at the end of the year

b. Rights, preference and restriction attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting right of an equity shareholder on a poll (not on show of hands) is in proportion to its share of the paid-up equity capital of the Company. Voting right cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. During the year the Company has declared interim dividend of Rs.11 per equity share of Rs.10 each. For the year ended June 30, 2017, the Board of Directors have recommended a final dividend of Rs.40 per equity share of Rs.10 each. This is subject to approval of shareholders.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

c. Shares held by holding Company

Out of equity shares issued by the Company, shares held by its holding Company are as follows:

d. Details of shareholders holding more than 5% shares in the Company

e. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

During the five year period ended 30 June 2017

On 2 May 2012, the Company bought back 953,826 equity shares on BSE and NSE for a total consideration of Rs.129,737,172.

Provision for litigation represents provision made for probable liabilities/ claim arising out of pending disputes/ litigation with ex-employee. Such provisions are generally affected by numerous uncertainties and management considers such uncertainties while making an estimate of these amounts.

Margin money deposits

Margin money deposit represent deposit with banks for issue of bank guarantees given to various authorities amounting to Rs.630,866 (30 June 2016: Rs.617,123) which are due to mature after twelve months of the reporting date.

Discount in advance

Discount in advance represent discount given to customer to be amortised over the period of contract.

Margin money deposits

Margin money deposit represents deposit with banks for issue of bank guarantees to various authorities amounting to Rs.3,633,700 (30 June 2016: Rs.3,423,069) which are due to mature within twelve months of the reporting date.

3 RETIREMENT BENEFITS TO EMPLOYEES Gratuity

In accordance with Accounting Standards 15 (Revised) on Employee Benefits and applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company.

The Company estimates that the balance amount to be contributed to the gratuity fund during the financial year 2017-18 will be Rs.15,838,835.

Compensated absences

The liability towards compensated absences (annual leave) for the year ended 30 June 2017, based on actuarial valuation carried out using projected unit benefit method resulted in decrease in liability by Rs.175,438 (30 June 2016: Increase in liability by Rs.613,705)

Provident Fund

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to Rs.33,054,540 (2016: Rs.32,322,871).

4 SEGMENTAL REPORTING

In accordance with paragraph 4 of Accounting Standard 17 “Segment Reporting” prescribed in the Companies (Accounting Standards) Rules, 2006, issued by the Central Government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer note 32 of consolidated financial statements).

5 LEASES

Operating lease

The lease rental (including hire charges) for office premises, guest house and godown charged to statement of profit and loss aggregates to Rs.73,869,810 (30 June 2016: Rs.74,091,768).

Future minimum lease commitments in respect of non cancellable operating leases:

6 DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Based on information and records available, the Company has no dues to micro and small enterprises during the years ended 30 June 2017 and 30 June 2016 and as at 30 June 2017 and 30 June 2016

7 Unbilled revenue include revenue based on percentage of completion basis Rs.58,215,919 (previous year Rs.53,361,664)

8 DERIVATIVE INSTRUMENT

The Company uses forward exchange contracts and cross-currency option to hedge its exposure to movements in foreign exchange rates

I. Outstanding derivative instruments

9 CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act, 2013, all companies having net worth of Rs.500 crores or more, or turnover of Rs.1,000 crores or more or a net profit of Rs.5 crores or more during any financial year will be required to constitute a Corporate Social Responsibility (“CSR”) committee of the Board of Directors comprising three or more directors, at least one of whom shall be an independent director. The Company has constituted a committee comprising Mr. John Johnston, Mr. Nani Javeri and Ms. Sangeeta Singh as its members. The committee is responsible for formulating and monitoring the CSR policy of the Company.

The company has implemented CSR activities through Catalysts for Social Action (“CSA”) a Not-For-Profit organization dedicated to the cause of child welfare and rehabilitation for children living in orphanages. The total amount spent by the Company through CSA is Rs.25,090,000 (previous year: Rs.23,800,000)

10 Previous year’s figures have been rearranged wherever considered necessary to conform to the current year’s presentation as follows:

11 The Company’s management is of the opinion that its international transactions with related parties are at arms length and that the Company is in compliance with the transfer pricing legislation. Based on the above, the Company’s management believes that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of the provision for tax.

12 LONG TERM CONTRACTS

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.

13 DISCLOSURE ON SPECIFIED BANK NOTES (SBNS)

Specified Bank Notes held and transacted during the period from 8th November, 2016 to 30th December, 2016 as provided in table below:

14 ACCOUNTING FOR PROPOSED DIVIDEND

As per the requirements of pre-revised Accounting Standard 4 (AS 4), the Company used to create a liability for dividend proposed / declared after the balance sheet date if dividend related to periods covered by the financial statements. Going forward, as per AS 4(R), the Company cannot create provision for dividend proposed / declared after the balance sheet date unless a statute requires otherwise. Rather, company will need to disclose the same in notes to the financial statements.

Accordingly, the Company has disclosed dividend proposed by Board of Directors after the balance sheet date in the notes.

Had the Company continued with creation of provision for proposed dividend, its surplus in the Statement of Profit and Loss would have been lower by Rs.718,595,861 and short-term provision would have been higher by Rs.718,595,861 (including dividend distribution tax of Rs.121,545,421).

15 During the year, the Company has received Show Cause cum Demand notices on account of service tax demand amounting to Rs.48,581,562 (excluding interest and penalty) by Service Tax authorities (Certain transactions were chargeable to tax under Reverse Charge Mechanism and Cenvat credit was not eligible for certain transactions) pertaining to financial year 2011-12 to 2014-15. The Company has filed reply to Show Cause cum Demand notices with the service tax authorities.

16 OTHER MATTERS

Information with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.

As per our report of even date attached


Jun 30, 2016

b. Right, preference and restriction attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting right of an equity shareholder on a poll (not on show of hands) is in proportion to its share of the paid-up equity capital of the Company. Voting right cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. During the year the Company has declared interim dividend and proposed final dividend of '' 15 and Rs. 30 respectively per equity share of Rs. 10 each.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

Provision for litigation represents provision made for probable liabilities/claim arising out of pending disputes/ litigation with ex-employee. Such provisions are generally affected by numerous uncertainties and management considers such uncertainties while making an estimate of these amounts.

1. RETIREMENT BENEFITS TO EMPLOYEES Gratuity

In accordance with Accounting Standards 15 (Revised) on Employee Benefits and applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company.

The Company estimates that the balance amount to be contributed to the gratuity fund during the financial year 2016-17 will be Rs. 13,510,382.

Leave encashment

The liability towards compensated absences (annual leave) for the year ended 30 June 2016 based on actuarial valuation carried out using projected unit benefit method resulted in decrease in liability by Rs. 613,705 (30 June 2015: Increase in liability by Rs. 5,579,605)

Provident Fund

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to Rs. 32,322,871 (2015: Rs. 28,948,311).

2. SEGMENTAL REPORTING

In accordance with paragraph 4 of Accounting Standard 17 “Segment Reporting” prescribed in the Companies (Accounting Standards) Rules, 2006, issued by the Central Government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer note 33 of consolidated financial statements..

3. LEASES

Operating lease

The lease rental (including hire charges) for office premises, guest house and godown charged to statement of profit and loss aggregates to Rs. 74,091,768 (30 June 2015: Rs. 75,161,267).

4. Unbilled revenue include revenue based on percentage of completion basis Rs. 53,361,664 (previous year Rs. 19,989,099)

5. DERIVATIVE INSTRUMENT

The Company uses forward exchange contracts and cross-currency option to hedge its exposure to movements in foreign exchange rates

6. During the previous year, pursuant to the requirement of the Companies Act, 2013 (the “Act”), the Company revised the depreciation rate for end use computers, based on the estimated useful life as prescribed by the Schedule II to the Act. Accordingly the Company has adjusted the net residual value as at 1 July 2014 aggregating to Rs. 1,016,247 and deferred tax thereon of Rs. 345,422 to retained earnings.

7. Liquidation of Kale Revenue Assurance Services Limited

During the previous year, Kale Revenue Assurance Services Limited (“KRAS”), wholly owned subsidiary of the Company in the United Kingdom, was placed under Members Voluntary Liquidation (“MVL”) with effect from 20 May 2015 vide board resolution passed by the Board of Directors of KRAS on 30 April 2015. The effective date of liquidation was 20 May 2015, the date on which the shareholders of KRAS passed the resolution for voluntary liquidation. All the assets and liabilities of KRAS were transferred to the liquidator approved by the board. The liquidator transferred entire issued capital of Zero Octa UK Ltd. (“ZOUK”) and other assets and liabilities of the company, being the owner of KRAS.

8. During the previous year, the Company received income tax refund for the financial years 2008-09, 2009-10 and 2010-11 amounting to Rs. 31,866,760 of which, interest on income tax refund amounting to Rs. 5,995,211 was accounted in profit and loss account under other income. (refer to note 22)

9. Corporate Social Responsibility

As per the Companies Act, 2013, all companies having net worth of Rs. 500 crores or more, or turnover of Rs. 1,000 crores or more or a net profit of Rs. 5 crores or more during any financial year will be required to constitute a Corporate Social Responsibility (“CSR”) committee of the Board of Directors comprising three or more directors, at least one of whom shall be an independent director. The Company has constituted a committee comprising Mr. Philippe Lesueur, Mr. John Johnston, Mr. Nani Javeri and Ms. Sangeeta Singh as its members. The committee is responsible for formulating and monitoring the CSR policy of the Company.

The company has implemented CSR activities through Catalysts for Social Action (“CSA”) a Not-For-Profit organization dedicated to the cause of child welfare and rehabilitation for children living in orphanages. The total amount spent by the Company through CSA is Rs. 23,800,000 (previous year: Rs. 19,000,000) Amount in Rs.

10. The Company’s management is of the opinion that its international transactions with related parties are at arms length and that the Company is in compliance with the transfer pricing legislation. Based on the above, the Company’s management believes that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of the provision for tax.

11. Long term contracts

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.

12. During the year an audit was conducted by the Service Tax authorities. Subsequent to the year end, Service Tax authorities have observed that certain transactions were chargeable to tax under Reverse Charge Mechanism and Cenvat credit was not eligible for certain transactions. The Company is in the process of evaluating these observations and is in process of submitting its responses to the Service Tax authorities.

13. Other matters

Information with regard to other matters specified in Schedule III to the Act is either nil or not applicable to the Company for the year.


Jun 30, 2014

1. Background

Accelya Kale Solutions Limited ("Accelya") is a software solutions provider to the global Airline and Travel industry.

Accelya delivers world class software products, managed processes, technology and hosting services. Accelya''s industry solutions are driven by active partnerships with industry bodies and customers, and significant domain knowledge. Its customised approach in deploying these solutions supports clients with best fit solutions to match their requirements.

a. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

During the five year period ended 30th June 2014

The Board of Directors of the Company at its meeting held on 1 February 2012 approved the buyback of its own fully paid up equity shares of Rs. 10 each from the existing owners of equity shares other than Accelya Holding World S. L.U., the promoter at a price not exceeding Rs. 160 per equity share payable in cash, for an aggregate amount not exceeding Rs.129,750,080 which represents 10% of the aggregate paid-up equity capital and free reserves of the Company as on 30 June 2011. As on 2 May 2012, i.e. on the date of closure of the Buy-back offer, the Company has bought back 953,826 Equity Shares on BSE and NSE for a total consideration of Rs. 129,737,172, which represents 99.99% of the buy-back size of Rs. 129,750,080.

Provision for litigation represents provision made for probable liabilities/claim arising out of pending disputes/litigation. Such provisions are generally affected by numerous uncertainties and management considers such uncertainties while making an estimate of these amounts.

Margin money deposits

Margin money deposits represent deposit with banks given to various authorities amounting to Rs. 2,634,708 (2013: Rs. 6,035,862) which are due to mature within 12 months of the reporting date.

2 CONTINGENT LIABILITIES

Year ended Year ended 30 June 2014 30 June 2013

Claims against the Company pertaining to Sales Tax with Asst. Commissioner of Sales Tax, (Appeals) - For F.Y. 2001-02 (disallowance of Software services and maintenance of software) 7,870,739 7,870,739

Contingent liability on account of rejection of refund of cenvat credit by Service 11,217,500 - Tax Department

3 RETIREMENT BENEFITS TO EMPLOYEES

Gratuity

In accordance with Accounting Standards 15 (Revised) on Employee Benefits and applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company.

4 SEGMENTAL REPORTING

In accordance with paragraph 4 of Accounting Standard 17 "Segment Reporting" prescribed in the Companies (Accounting Standards) Rules, 2006, issued by the central government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer note 34 of consolidated financial statements).

5 LEASES

Operating lease

The lease rental for office premises, guest house and godown charged to statement of profit and loss aggregates to Rs.85,876,268 (previous year Rs. 85,355,454).

6 Unbilled revenue include revenue based on percentage of completion Rs. 8,251,980 (previous year Rs. 23,588,707)

7 Amalgamation of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited

During the previous year the Board of Directors of the Company at its meeting held on 10 October , 2012, in-principle, approved the amalgamation of the subsidiaries of Zero Octa UK Limited- a step down subsidiary of Accelya Kale Solutions Limited ("the Company") named Zero Octa Selective Sourcing India Private Limited engaged in rendering information enabled revenue assurance services and Zero Octa Recruitment and Training (India) Private Limited, with the Company. The scheme was approved by the Honourable High Court of Judicature at Bombay vide its order dated 5 July 2013. The scheme inter-alia, provided for the amalgamation of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited with the company effective 1 April 2013 (the appointed date).

The Company had filed the certified copy of order issued by the Honourable High Court of Judicature at Bombay with the Registrar of Companies (ROC), Maharashtra on 22 July 2013.

In line with the Scheme, the merger of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited, the amalgamation has been accounted for under the "Pooling of Interest" method as prescribed in Accounting Standard 14 (AS -14) "Accounting for Amalgamations" issued by the Institute of Chartered Accountants of India and as notified under section 211(3)(c) of the Companies Act 1956. There are no differences in the accounting policies followed by the Company and the amalgamated Company.

a) All the assets and liabilities recorded in the books of the Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited have been transferred to and vested in the books of the Company pursuant to the Scheme at their book values as appearing in the books of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited

b) All reserves and surplus of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited have been transferred to and vested in the books of the Company in the same form in which they appear in the books of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited.

c) Since Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited were subsidiaries of Zero Octa UK Limited- a step down subsidiary of Accelya Kale Solutions Limited ("the Company"), the investmenst held by by Zero Octa UK Limited in the shares of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited have been cancelled. The Share capital amounting to Rs. 1,500,000 of Zero Octa Selective Sourcing India Private Limited and share capital and premium amounting to Rs. 698,125 of Zero Octa Recruitment & Training (India) Private Limited have been credited to general reserve.

d) The profit in the statement of profit and loss as of 1 April, 2013 amounting to Rs. 211,833,570 of Zero Octa Selective Sourcing India Private Limited and the loss of Rs. 506,977 of Zero Octa Recruitment & Training (India) Private Limited have been reflected in the statement of profit and loss of the company.

e) The financial results for the year ended 30 June 2013 of the Company, includes the income and expenses of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited from 1 April 2013 to 30 June 2013.

8 Dividend distribution tax credit

Dividend distribution tax credit amounting to Rs. 22,660,138 represents the dividend distribution tax on dividend received from foreign subsidiary companies which is set-off against the dividend distribution tax paid on the interim dividend for the year ended 30 June, 2014 under the provisions of Income Tax Act, 1961.

9 Prior period comparatives

Previous year''s figures have regrouped / reclassified to conform to current year''s presentation as set out in table below:


Jun 30, 2013

1. Background

Accelya Kale Solutions Limited ("Accelya") is a software solutions provider to the global Airline and Travel industry.

Accelya delivers world class software products, managed process, technology and hosting services. Accelya''s Industry Solutions are driven by active partnerships with industry bodies and customers, and significant domain knowledge. Its customised approach in deploying these solutions supports clients with best fit solutions to match their requirements.

2 EXCEPTIONAL ITEMS

In the previous year ended 30th June 2012 the Company sold its entire shareholding in Synetairos Technologies Limited, a subsidiary of the Company, on 1 July 2011, to Saksoft Limited as per the Share Purchase Agreement dated 1 July 2011, which resulted in a gain of Rs.7,770,692.

3 CONTINGENT LIABILITIES

Claims against the Company pertaining to Sales Tax with Asst. Commissioner of Sales Tax, (Appeals) - For F.Y. 2001-02 (disallowance of Software services and maintenance of software) 7,870,739 7,870,739

4 RETIREMENT BENEFITS TO EMPLOYEES Gratuity

In accordance with Accounting Standards 15 (Revised) on Employee Benefits and applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company.

5 SEGMENTAL REPORTING

In accordance with paragraph 4 of Accounting Standard 17 "Segment Reporting" prescribed in the Companies (Accounting Standards) Rules, 2006, issued by the central government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer note 35 of consolidated financial statements).

6 LEASES Finance lease

Assets acquired under finance lease comprise of computer hardware. There are no exceptional/restrictive covenants in the lease agreements.

The minimum lease payment outstanding and their present value at the balance sheet date that have been capitalized are as follows :

7 Unbilled revenue include revenue based on percentage of completion basis Rs. 23,588,707/- (previous year Rs. 131,959,202/-)

8 Amalgamation of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited

The Board of Directors of the Company at its meeting held on 10th October , 2012, in-principle, approved the amalgamation of the subsidiaries of Zero Octa UK Limited- a step down subsidiary of Accelya Kale Solutions Limited ("the Company") named Zero Octa Selective Sourcing India Private Limited engaged in rendering information enabled revenue assurance services and Zero Octa Recruitment and Training (India) Private Limited, with the Company. The scheme was approved by the Honourable High Court of Judicature at Bombay vide its order dated 5th July 2013. The scheme inter-alia, provided for the amalgamation of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited with the company effective 1st April 2013 (the appointed date).

The Company has filed the certified copy of order issued by the Honourable High Court of Judicature at Bombay with the Registrar of Companies (ROC), Maharashtra on 22nd July 2013.

In line with the Scheme, the merger of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited, the amalgamation has been accounted for under the "Pooling of Interest"method as prescribed in Accounting Standard 14 (AS -14) "Accounting for Amalgamations" issued by the Institute of Chartered Accountants of India and as notified under section 211(3)(c) of the Companies Act 1956. There are no differences in the accounting policies followed by the Company and the amalgamated Company.

a) All the assets and liabilities recorded in the books of the Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited have been transferred to and vested in the books of the Company pursuant to the Scheme at their book values as appearing in the books of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited

b) All reserves and surplus of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited have been transferred to and vested in the books of the Company in the same form in which they appear in the books of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited.

c) Since Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited were subsidiaries of Zero Octa UK Limited- a step down subsidiary of Accelya Kale Solutions Limited ("the Company") , the investmenst held by by Zero Octa UK Limited in the shares of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited have been cancelled. The Share capital amounting to Rs. 1.5 million of Zero Octa Selective Sourcing India Private Limitedand and share capital and premium amounting to Rs.0.7 million of Zero Octa Recruitment & Training (India) Private Limited have been credited to general reserve.

d) The profit in the statement of profit and loss as of 1st April, 2013 amounting to Rs.211.83 million of Zero Octa Selective Sourcing India Private Limited and the loss of Rs.0.5 million of Zero Octa Recruitment & Training (India) Private Limited have been reflected in the statement of profit and loss of the company.

e) The financial results for the year ended 30 June 2013 of the Company, includes the income and expenses of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited from 1st April 2013 to 30th June 2013.

f) During the year, as Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited carried on their existing business in trust for and on behalf of the Company, all vouchers, documents for the period from 1 April 2013 till the date of filing the order are in the name of Zero Octa Selective Sourcing India Private Limited and Zero Octa Recruitment & Training (India) Private Limited. The title deeds, licenses, agreements, loan documents, etc. are in the process of being transferred in the name of the Company.


Jun 30, 2012

1. Background

Accelya Kale Solutions Limited (formerly known as Kale consultants Limited) ("Accelya") is a software solutions provider to the global Airline and Travel industry.

Accelya delivers world class software products, managed process, technology and hosting services. Accelya's Industry Solutions are driven by active partnerships with industry bodies and customers, and significant domain knowledge. Its customised approach in deploying these solutions supports clients with best fit solutions to match their requirements.

a. Terms/ right, preference and restriction attached to equity shares

The company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting right of an equity shareholder on a poll (not on show on hands) is in proportion to its share of the paid-up equity capital of the company. Voting right cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential amounts in proportion to the number of equity held.

c. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

During the five year period ended 30th June 2012

The Board of Directors of the Company at its meeting held on 1 February 2012 approved the buyback of its own fully paid up equity shares of ' 10/- each from the existing owners of equity shares other than Accelya Holding World S. L., the promoter at a price not exceeding ' 160 per equity share payable in cash, for an aggregate amount not exceeding ' 129,750,080 which represents 10% of the aggregate paid-up equity capital and free reserves of the Company as on 30 June 2011. As on 2 May 2012, i.e. on the date of closure of the Buy-back offer, the Company has bought back 953,826 Equity Shares on BSE and NSE for a total consideration of ' 129,737,172 which represents 99.99% of the buy- back size of ' 129,750,080.

d. Employee stock option

Terms attached to stock option granted to employee are described in note 35 regarding employee based payments.

2 EXCEPTIONAL ITEMS

1 The Company has sold its entire shareholding in Synetairos Technologies Limited, a subsidiary of the Company on 1 July 2011 to Saksoft Limited as per the Share Purchase Agreement dated 1 July 2011, which has resulted into a gain of ' 7,770,692.

2 During the period ended June'11 Kale Technologies Limited, UK, a subsidiary was wound up. The resultant gain of ' 10,509,605/- representing the surplus over investment made by the company has been recorded as a gain on disposal of investments under the head "Exceptional Item".

3 During the period ended June'11 the board of directors of the company, at its meeting held on 6 September 2010, authorised a resolution approving the sale of the logistics business of the company to Kale Logistics solution Private Limited, as a going concern, on a slump sale basis, with effect from 1 October 2010. The loss on account of this sale amounting to ' 44,654,807/- has been included in the profit and loss account under the head "Exceptional Item';

3 EMPLOYEE'S STOCK OPTION PLAN (ESOP)_

The company provides share-based payment schemes to its employee. During the year ended 30 June 2012, an employee stock option plan (ESOP) was not in existence. The relevant details of the scheme and the grant for the previous year are as below:

4 RETIREMENT BENEFITS TO EMPLOYEES Gratuity

In accordance with Accounting Standards 15 (Revised) on Employee Benefits and applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company.

5 SEGMENTAL REPORTING

In accordance with paragraph 4 of Accounting Standard 17 "Segment Reporting" prescribed in the Companies (Accounting Standards) Rules, 2006, issued by the central government, the Company has presented segmental information only on the basis of the consolidated financial statements (refer note 35 of consolidated financial statements).

6 LEASES Finance lease

Assets acquired under finance lease comprise of computer hardware. There are no exceptional/restrictive covenants in the lease agreements.


Mar 31, 2010

1. Quantitative Details

The Company is engaged in Computer Software development. The sale of duly produced software is of such nature, which cannot be expressed in generic unit. Therefore, it is not possible to give quantitative details of sales and certain information as required under paragraphs 3, 4C & 4D of Part II, Schedule VI of the Companies Act, 1956.

2. Secured Loans

Working Capital facility sanctioned from State Bank of India, is secured by hypothecation of the book debts of the Company and charge over fixed assets and office premise situated at 1st Floor, Sharada Arcade, Satara Road, Pune.

Vehicle Loans are secured by first charge on vehicle acquired from the proceeds of respective loans.

3. Employees’ Stock Option Plan (ESOP)

The Company did not grant any options during the year under Kale Consultants Limited ESOP Scheme 2003. Out of the options granted till date, a total number of 1,732,230 options have vested till March 31, 2010, including those lapsed (Previous year 1,542,349)

Under Kale Consultants Limited ESOP Scheme 2003, a total number of 1,257,957 options have (Previous year 1,223271 options) lapsed till March 31, 2010 on account of resignation of employees from the Company and on account of not exercising the option within 2 years from the date of grant.

Schedules

Under Kale Consultants Limited ESOP Scheme 2003, during the year 79,236 options were exercised (Previous year 11,141 options) giving rise to 79,236 fully paid up equity shares of Rs. 10/- each. All the 79,236 equity shares have been listed on the National Stock Exchange Limited, Bombay Stock Exchange limited and Pune Stock Exchange Limited.

The Company did not grant any options during the year under Kale Consultants Limited ESOP Scheme 2006. Out of the options granted till date under Kale Consultants Limited ESOP Scheme 2006, a total number of 426,625 options have vested till March 31, 2010, including those lapsed (Previous year NIL).

Under Kale Consultants Limited ESOP Scheme 2006, a total number of 145,000 options have lapsed till March 31, 2010 on account of resignation of employees from the Company (Previous year NIL).

Under Kale Consultants Limited ESOP Scheme 2006, during the year 3,875 options were exercised (Previous year NIL) giving rise to 3,875 fully paid up equity shares of Rs. 10/- each. All the 3,875 equity shares have been listed on the National Stock Exchange Limited, Bombay Stock Exchange limited and Pune Stock Exchange Limited.

4. Preferential Allotment

During the year, the Board of Directors allotted 1,095,000 warrants to the promoters of the Company @ Rs. 44.01 per warrant. In terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, a sum of Rs. 11 per share, being 25% of the price fixed, has been paid by the allottees of warrants before allotment. Out of the above, 369,475 warrants have been converted into 369,475 fully paid equity shares of Rs. 10 each on 30th March, 2010. The balance amount of Rs. 33.01 per equity share has been paid by the allottees before conversion of warrants.

5. Retirement Benefits to Employees

a. Gratuity:

In accordance with Accounting Standards 15 ( Revised) on Employee Benefits and applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (Gratuity Plan). The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC). LIC administers the plan and determines the contribution required to be paid by the Company.

b. Leave Encashment

In accordance with Accounting Standards 15 (Revised) on Employee Benefits, the Company provides for leave salary on the basis of actuarial valuation.

6. Borrowing Costs

During the year, no amount for the interest and other anciliary costs in respect of loan for development of software products has been capitalized as per Accounting Standard 16 regarding Borrowing Costs (Previous year Rs.Nil).

7. Segmental Reporting

The Company has only one division which addresses the Travel and Transportation vertical. This, in context of Accounting Standard 17 (AS17) on segment reporting, is considered to constitute one single segment.

Subsidiaries : Kale Softech Inc., USA

Kale Technologies Limited, UK

Synetairos Technologies Limitd, India

Kale Revenue Assurance Services Limited, UK

Zero Octa UK Limited, UK

Zero Octa Selective Sourcing India Private Limited, India

Zero Octa Recruitment & Training (India) Private Limited, India

Zero Octa Group Limited,UK

Key Management Personnel: Narendra Kale, Chairman

Vipul Jain, Managing Director

8. Leased Assets

1. Assets acquired under finance lease comprise of Computer Hardware. There are no exceptional/restrictive covenants in the lease agreements.

9. Taxes

Provision for current taxes and Wealth Tax has been made in the books of accounts. As on the balance sheet date the timing difference between book and taxable profit has resulted in a deferred tax asset.

10. Intangible Assets

The details of Intangible assets as required to be disclosed as per Accounting Standard 26 (AS26) are reflected in Schedule 4 of the Financial Statements. The Intangible Assets comprise of acquired and internally generated software products described as “Acquired Products” and "Owned Products" respectively. The addition to the internally generated software products is towards enhancing and upgrading the products with respect to their capabilities and features to cater to the needs of the market.

11. Impairment of Assets

The Company has assessed its assets in accordance with Accounting Standards on Impairment of Assets (AS28). As a result of this assessment, on a conservative basis the Company has decided to reduce the carrying amount of certain Software Assets by an amount of Rs.18,694,933 (Previous Year Rs. Nil). This amount has been shown under the head ‘Depreciation & Impairment’ in the Profit And Loss account.

12. Contingent Liabilities

Contingent Liabilities not provided for include:

a. Bank Guarantees to the tune of Rs.31,016,470 as at March 31, 2010 in favour of various parties (Previous year Rs. 18,686,388).

b. Bank Guarantee of GBP 1.2 mn on behalf of its subsidiary Company viz., Kale Revenue Assurance Services Limited in respect of payment obligation towards acquisition of Zero Octa.

c. The company had filed following cases under Central Sales Tax Act, 1956 and Bombay Sales Tax Act, 1959 with Asst. Commissioner of Sales Tax, (Appeals), Pune with respect to a) Demand of Rs.656,580 pertaining to Year 1997-98 for disallowance of overseas sales and services, b) Demand of Rs. 191,587 relating to disallowance of software services for the year 1998-99 c) Demand of Rs. 137,760 relating to disallowance of set off for the year 1999-00. Further the company had filed appeals with Deputy Commissioner of Sales Tax (Appeals), Pune with respect to a) Rs.1,360,683 relating to software services disallowed and Rs.27,126 relating to disallowance of set off for the year 2000-01 b) Rs. 7,870,739 relating to disallowance of Software services and maintenance of software for the year 2001-02.

13. Provisions, Contingent Assets & Liabilities

In respect of provisions, contingent assets and contingent liabilities as required by Accounting Standard 29, the carrying amount at the beginning towards provision for employee dues, statutory dues and expenses were Rs. 40,051,888 The additional provision made for the year was Rs.52,758,734 payments made during the year were Rs.25,817,931 and Rs.2,303,373 was written back during the year. The carrying amount at the end of the year was Rs. 64,689,317.

The Company is following accrual method of accounting in respect of liabilities and provisions. The provisions, have been made on actual basis wherever information is available and in other cases the same is estimated on the basis of past records.

The expected timing of any resulting outflow and economic benefits depends on contractual terms, obligation and such other factors depending on case to case basis.

The management expects no reimbursements.

The company does not expect any estimated financial effect resulting into liability, contingent or otherwise.

14. Subsidiaries

1. During the year, the Company invested a sum of Rs. 51,415,000 in its wholly owned subsidiary, viz. Kale Revenue Assurance Services Limited towards allotment of 650,000 shares.

2. During the year the subsidiary Kale Technologies Limited has applied for a strike off. Accordingly an amount of Rs. 10,509,675 has been transferred to the parent Company which has been treated as advances.

15. Disclosure under Micro Small and Medium Enterprises Development Act, 2006

The company has compiled the following information based on the data available with the Company.

a. Principal amount remaining unpaid to Micro and Small Enterprise suppliers, as on March 31, 2010: Nil.

b. Amount of interest paid: Nil.

c. Amount of interest due and remaining unpaid as on March 31, 2010: Nil.

d. Amount of interest accrued and remaining unpaid as on March 31, 2010: Nil.

e. Amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act: Nil.

As at March 31, 2010, no supplier has intimated the Company about its status as micro or small enterprises or its registration with the appropriate authority under the Micro, Small and Medium Enterprises Development Act, 2006.

16. Others

1. Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs. 9,620,431 (Previous year Rs.7,045,297)

2. Profits/(Losses) of subsidiary companies are not dealt with in the books of accounts of the Company.

3. In the opinion of the Board, the current assets, loans and advances have been stated at a value realisable in the ordinary course of business.

4. In respect of UK branch of the Company the accounts of the branch are incorporated on transaction basis as per the authenticated information / statements and records submitted by the UK branch.

5. Previous Year figures have been regrouped and rearranged wherever necessary.

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