ACCELYA SOLUTIONS INDIA LIMITED

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Accelya Solutions India Limited Regd. Office: 5[th] & 6[th] Floor, Building No.4, Raheja Woods, River Side 25A, West Avenue, Kalyani Nagar, Pune – 411006, India CIN: L74140PN1986PLC041033 T: +91 20 6608 3777 email: [email protected] Website: https://w3.accelya.com/investors

13 October, 2025

The Manager, Deputy General Manager, Listing Department, Corporate Relationship Department, National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, 5[th] Floor, Phiroze Jeejeebhoy Towers, Plot No. C-1/ G Block, Bandra- Kurla Complex, Dalal Street, Fort, Bandra (East) Mumbai – 400 051 Mumbai – 400 001 Scrip Code: ACCELYA Scrip Code: 532268

Dear Sir/ Madam,

Submission of Notice of 39th Annual General Meeting of the Company

Notice is hereby given that the Thirty Ninth (39th) Annual General Meeting (AGM) of the Members of ACCELYA SOLUTIONS INDIA Limited will be held on Thursday, the 6th November, 2025 through Video Conferencing/Other Audio Video Visual Means (VC/OAVM) at 10:30 a.m. (IST).

Pursuant to the provisions of Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of the 39th AGM of the Company.

This is for your information and record.

Thanking you, For Accelya Solutions India Limited

NINAD GAJANAN UMRANIKAR Digitally signed by NINAD GAJANAN UMRANIKAR DN: c=IN, o=PERSONAL, title=9582, 2.5.4.20=a7f572c3e8b7f6e8c8599d5d60d0b34e30aade3063af592d8fc28c8ab6a4fc3c, postalCode=411038, st=Maharashtra, serialNumber=333dd841923bc510fe27af546049f76c32828bc554caf11d74c0874e396706ff, cn=NINAD GAJANAN UMRANIKAR Date: 2025.10.13 18:54:54 +05'30'

Ninad Umranikar Company Secretary ACS 14201

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accelya.com

ANNUAL GENERAL MEETING NOTICE

��

NOTICE

NOTICE IS HEREBY GIVEN THAT the thirty ninth Annual General Meeting (“AGM”) of the Members of Accelya Solutions India Limited (CIN: L74140PN1986PLC041033) will be held on Thursday, the 6th day of November, 2025 at 10.30 a.m. through Video Conferencing (“VC”) / Other Audio Video Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. �� statements) for the year ended 30 June, 2025, together with the Reports of the Directors' and Auditors' thereon.

2. ��

3. To appoint a director in place of Mr. James Davidson (DIN: 09516461), who retires by rotation and being ��

4. To appoint Walker Chandiok & Co. LLP, Chartered Accountants (Registration No. 001076N/N500013) as �� resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 139, 140(4) and 142 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 �� & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) be and are hereby appointed as Statutory Auditors of the Company, in place of Deloitte Haskins & Sells LLP (Firm’s Registration No. 117366W/ �� the 44th Annual General Meeting (to be held in the year 2030) at such remuneration as may be recommended �� may be permissible under applicable laws.

“RESOLVED FURTHER THAT the Audit Committee / Board of Directors of the Company, be and are hereby authorized to revise / alter / modify / amend the terms and conditions and / or remuneration of the Statutory Auditors, from time to time, during the tenure of their appointment.

“RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby ��

SPECIAL BUSINESS:

5. Approval of Related Party Transactions with Accelya World S.L.U.

�� Ordinary Resolution:

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ANNUAL GENERAL MEETING NOTICE

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to �� Company’s policy on Related Party Transaction(s), approval of the Members, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from �� transaction(s) with Accelya World S.L.U. (“AW”), related party within the meaning of Section 2(76) of the Act �� transactions of whatever nature (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), provided that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company, and notwithstanding ��

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, �� such other documents in this regard and deal with any matters, take necessary steps as the Board may in its �� or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given ��

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers ��

“RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or ��

6. Approval of Related Party Transactions with Accelya Global Limited

�� Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to �� Company’s policy on Related Party Transaction(s), approval of the Members, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from �� transaction(s) with Accelya Global Limited (“AG”), related party within the meaning of Section 2(76) of the �� transactions of whatever nature (whether by way of an individual transaction or transactions taken together or a

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series of transactions or otherwise), provided that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company, and notwithstanding ��

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers ��

“RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or ��

7. Approval of Related Party Transactions with Accelya Middle East FZE

�� Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to �� policy on Related Party Transaction(s), approval of the Members, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time �� with Accelya Middle East FZE (“AMEFZE”), related party within the meaning of Section 2(76) of the Act and �� of whatever nature (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), provided that the said contract(s)/ arrangement(s) / transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company, and notwithstanding that such ��

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“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers ��

“RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or ��

8. Approval of Related Party Transactions with Accelya US Inc.

�� Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to �� Company’s policy on Related Party Transaction(s), approval of the Members, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from �� transaction(s) with Accelya US Inc. (“AUS”), related party within the meaning of Section 2(76) of the Act and �� of whatever nature (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), provided that the said contract(s)/ arrangement(s) / transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company, and notwithstanding that ��

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers ��

“RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or ��

9. Revision in remuneration of Mr. Gurudas Shenoy, Managing Director

�� Special Resolution:

“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board in accordance with section 196, 197 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including �� as may be enacted from time to time) read with Schedule V of the said act and Regulation 17(6) of the SEBI ��

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ANNUAL GENERAL MEETING NOTICE

hereby accorded to the revision in remuneration of Mr. Gurudas Shenoy, Managing Director (DIN: 03573375) ��

RESOLVED FURTHER THAT any one of the Directors or the Company Secretary be and is hereby authorized to do all such acts, deeds, matters and things arising out of and incidental thereto as may be deemed necessary, �� in connection with this resolution.

10. Appointment of Secretarial Auditors of the Company

�� Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) �� Regulations”), and any other applicable laws / statutory provisions, if any, as amended from time to time, Nilesh A. Pradhan & Co. LLP, Practising Company Secretaries be and are hereby appointed as Secretarial Auditors �� the Secretarial Auditors of the Company.

“RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby ��

By the Order of the Board of Directors

Ninad Umranikar Company Secretary Membership No.: A14201

Place: Mumbai Date: 2 October 2025

Notes:

Pursuant to General Circular No. 14/2020 dated 8th April 2020, General Circular No. 17/2020 dated 13th April 2020, General Circular No. 20/2020 dated 5th May 2020, and General Circular No. 03/2025 dated �� CIR/P/2020/79 dated 12th May 2020, SEBI/HO/DDHS/P/CIR/2023/0164 dated 6th October 2023 issued by �� companies are allowed to hold AGM through VC/OAVM, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/ OAVM.
��
Company has appointed M/s KFin Technologies Limited, Registrars and Transfer Agents, to provide Video Conferencing facility for the Annual General Meeting and the attendant enablers for conducting of the AGM.

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ANNUAL GENERAL MEETING NOTICE

Pursuant to the provisions of the circulars of MCA on the VC/OAVM (AGM) as amended:
a. Members can attend the meeting through log in credentials provided to them to connect to video ��
b. Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM ��

�� Resolution/Authority Letter, etc., to the Scrutinizer at email ID: [email protected], with a copy marked to evoting@ ��

Members can join the AGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
The attendance of the Members (member’s logins) attending the AGM will be counted for the purpose of ��
�� participate in the 39th AGM.
In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote
�� hereto.
A statement pursuant to Section 102(1) of the Act, in respect of businesses to be transacted at the AGM, as set �� “Listing Regulations” ��

Dispatch of Annual Report through Electronic Mode

In compliance with the MCA Circulars and Regulation 36(1)(a) of the Listing Regulations, Notice of the AGM �� members whose email address are registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, a �� and Transfer Agent / Depository Participants / Depositories. Members may note that this Notice and Annual �� www.bseindia.com and www.nseindia.com, respectively, and on the website of Company’s Registrar and Transfer Agent, KFin Technologies Limited (“KFinTech”) at ��.
��
��
�� again.
�� held in electronic form with the Depository through their Depository Participant(s).
In respect of shares held in physical form, Members may register their email address by writing to the Company’s ��

39[th] Annual Report 2024-25 ��

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ANNUAL GENERAL MEETING NOTICE

��

Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013 will be available for inspection by the Members electronically during the 39th AGM. Members seeking to inspect such documents can send an email to [email protected].
Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to our Registrar and Share Transfer Agent, KFin Technologies Limited (Unit: Accelya Solutions India Limited) at ��

Members who are holding shares in dematerialized form and want to provide/change/correct the bank account details should send the same to their concerned Depository Participant and not to the Company. Members �� of name of deceased joint holder and change in the bank account details. While making payment of dividend, the Registrar and Share Transfer Agent is obliged to use only the data provided by the Depositories, in case of such dematerialized shares.

To receive communications through electronic means, including Annual Reports and Notices, Members are �� shares are held in electronic form. In case of shares held in physical form, Members are advised to register ��

Email ID: �� Toll Free / Phone Number: 1800 309 4001 WhatsApp Number: (91) 910 009 4099 Investor Support Centre: �� KFINTECH Corporate Website: �� RTA Website: �� KPRISM (Mobile Application): ��

�� 1/P/CIR/2023/37, dated 16th March, 2023, all holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the shareholders to ��

�� supporting documents.

ISR 1 Form can be obtained by following the link: ��

ISR Form(s) and the supporting documents can be provided by any one of the following modes.

�� furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or
��

Name	KFIN Technologies Limited
Address	�� ��

��
Detailed FAQ can be found on the link: ��

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ANNUAL GENERAL MEETING NOTICE

Members holding shares in single name and physical form are advised to make nomination in respect of their �� or at ��
�� named ‘KPRISM’ and a website �� for the Members holding shares in physical form. Members can download this android/ iOS mobile application from play/app store and view their portfolio services by KFintech. In addition, Members may also visit the Investor Service Center (ISC) webpage �� and access various services such as post or track a �� ISR forms and check KYC status for physical folios, among others.

20. MEMBERS HOLDING SHARES IN PHYSICAL FORM ARE REQUESTED TO CONSIDER CONVERTING THEIR HOLDING TO DEMATERIALIZED FORM TO ELIMINATE ALL RISKS ASSOCIATED WITH PHYSICAL SHARES (LOSS OR MISPLACE OF SHARE CERTIFICATE). MEMBERS CAN CONTACT THE COMPANY OR KFINTECH FOR ASSISTANCE IN THIS REGARD.

�� physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to our Registrar and Share Transfer �� 500 032.
�� shareholders on or before Tuesday, 21 October, 2025.
�� 2025 and March / April 2026 respectively to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, in terms of Section 124(6) of the Act, in case of such shareholders whose dividends are unpaid for a continuous period of 7 years, the corresponding shares shall be transferred to the IEPF demat account.

Members wishing to claim dividends, which remain unclaimed, are requested to correspond with KFinTech for claiming the same as early as possible, to avoid transfer of the relevant shares to the IEPF demat account.

SEBI has mandated the submission of Permanent Account Number (PAN) by every person dealing in �� their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or KFinTech.
�� information ready.

39[th] Annual Report 2024-25 ��

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ANNUAL GENERAL MEETING NOTICE

26. Instructions for remote e-voting for EVENT No. (EVEN) 9257 are as follows

Remote e-voting

In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Secretarial Standard on General Meetings (SS 2) issued by the Institute of Company Secretaries of India ("ICSI") and Regulation 44 of the Listing Regulations read with SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Members are provided with the facility to cast their vote electronically, through any of the modes listed below, ��

Individual shareholders holding securities in demat mode

National Securities Depository Limited (‘NSDL’)	Central Depository Services (India) Limited (‘CDSL’)
*1. User already registered for IDeAS facility* i. URL:https ://eservices.nsdl.com �� section. iii. On the new page, enter User ID and Password. Post �� �� �� �� period.	*1. Existing user who have opted for Easi/Easiest* i. URL:ww.cdslindia.com ii. Click on New System Myeasi iii. Login with user id and password. �� without any further authentication. �� vote.
*2. User not registered for IDeAS e-Services* i. To register click on link :https://eservices.nsdl.com ii. Select “Register Online for IDeAS” ��	*2. User not registered for Easi/Easiest* i. Option to register is available at https://web.cdslindia. com/myeasi/Registration/EasiRegistration ��
*3. User not registered for IDeAS e-Services* i. To register click on link :https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp ��	*3. By visiting the e-voting website of CDSL* i. URL:www.cdslindia.com ii. Provide demat Account Number and PAN No. iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. iv. After successful authentication, user will be provided �� progress.
*4. By visiting the e-Voting website of NSDL* i. URL:https://www.evoting.nsdl.com/ ii. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. �� �� Code as shown on the screen. iv. Post successful authentication, you will be redirected �� page. �� �� provider website for casting your vote during the ��

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ANNUAL GENERAL MEETING NOTICE

Non-individual shareholders holding securities in demat mode and Shareholders holding securities in physical mode

In case a shareholder receives an email from KFintech [for Shareholders whose email IDs are registered with the Company/Depository Participants(s)], please follow the below instructions:
a) Visit the following URL: ��.
b) Enter the login credentials (i.e., User ID and password). In case of physical folio, User ID will be ��
c) After entering these details appropriately, click on “LOGIN”.
�� password. The new password shall comprise of minimum 8 characters with at least one upper �� The system will prompt you to change your password and update your contact details like mobile ��
e) You need to login again with the new credentials.
f) On successful login, the system will prompt you to select the “EVENT” and click on ‘Accelya Solutions India Limited’.
�� of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, KFin ��
��
a) If the mobile number of the Shareholder is registered against Folio No. / DP ID Client ID, the �� ID to 9212993399.

��

�� ID, then on the home page of ��, the Shareholder may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
��
�� . However, KFintech shall ��

39[th] Annual Report 2024-25 ��

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ANNUAL GENERAL MEETING NOTICE

General Instruction on E-voting

1) Members who are unable to retrieve User ID/Password are advised to use “Forgot User ID”/“Forgot Password” options available on the websites of Depositories/Depository Participants.
�� Wednesday, 5 November, 2025 (5.00 p.m.). Voting beyond the said date shall not be allowed and the �� shares after the despatch of the Annual Report may approach KFinTech for issuance of the User ID and ��
��
�� date, under “FOR/AGAINST” for each item of the Notice separately or alternatively, you may partially enter any number “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall �� the Member does not indicate either “FOR” or “AGAINST”, it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
5) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
6) You may then cast your vote by selecting an appropriate option and click on “Submit”.
�� voted on the resolution(s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted all the resolution(s).
�� or call ��
9) The Board of Directors has appointed Nilesh A. Pradhan & Co. LLP, Practicing Company Secretaries �� of the Annual General Meeting in a fair and transparent manner.
�� not in the employment of the Company and not later than three days from the conclusion of the meeting, prepare a consolidated scrutinizer’s report and submit the same to the Chairman of the Company.
11) The results declared along with the Scrutinizer’s report shall be placed on the Company’s website (w3.accelya.com/investors�� the resolutions shall be deemed to be passed on the date of AGM i.e. 6th November, 2025.

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ANNUAL GENERAL MEETING NOTICE

Joining the meeting through VC / OAVM

a) Members will be able to attend the AGM through VC / OAVM or view the live webcast of the Meeting at �� for Company’s Meeting.
��
��

Please note that participants connecting from mobile devices or tablets or through laptops connecting ��

��

�� for the AGM and shall be kept open throughout the Meeting. Members will be able to participate in the ��

�� key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. will not be subject to the aforesaid ��

Institutional members are encouraged to participate in the AGM through VC / OAVM and vote thereat.

�� but will not be entitled to cast their vote once again on the resolutions. If members cast vote by both �� vote at the AGM shall be treated as invalid.
�� manual available at the download Section of �� or contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin at the email ID ��

By the Order of the Board of Directors

Ninad Umranikar Company Secretary Membership No.: A14201

Place: Mumbai Date: 2 October 2025

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ANNUAL GENERAL MEETING NOTICE

Explanatory Statement

(Pursuant to Section 102 of the Companies Act)

�� relating to the business mentioned under Item Nos. 5 to 10 of the Notice:

Item No. 4

The Company has received a special notice pursuant to section 140(4) dated 1st October 2025, from Accelya �� Accountants ( “WCC” ) (Registration No. 001076N/N500013), as Statutory Auditors of the Company for a period �� conclusion of 44th Annual General Meeting of the Company, in place of Deloitte Haskins & Sells LLP ( “Deloitte” ) �� conclusion at the ensuing 39th AGM of the Company.

�� are auditors for several large companies including some of the top 100 listed entities.

��

�� term as statutory auditors.

The Board recommends the appointment of WCC as statutory auditors in place of Deloitte due to commercial considerations.

In view of the above, the Company seeks your approval to appoint WCC as statutory auditors of the Company, in �� General Meeting till the conclusion of 44th Annual General Meeting of the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested in the proposed resolution.

The Board of Directors recommends the Resolution at Item no. 4 of the Notice for your approval as a Special Resolution.

Item Nos. 5, 6, 7 & 8

Details of the proposed material related party transactions between the Company and i) Accelya World S.L. b) �� 14, 2025 titled “Industry Standards on Minimum information to be provided for review of the audit committee and �� CIR/2025/93 dated June 26, 2025 titled “Industry Standards on “Minimum information to be provided to the Audit ��

Under provisions of section 188 of the Companies Act, 2013 ( “the Act” ) read with Rule 15 of the Companies �� Regulations, 2015 (as amended) ( “Listing Regulations” ��

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��

�� “AW” ); (b) Accelya Middle East FZE ( “AMEFZE” ); (c) Accelya Global Limited ( “AG” ) and; (d) Accelya US Inc. ( “AUS” ) are �� it is proposed to secure shareholders’ approval for the related party contract(s)/ arrangement(s)/transaction(s) to be �� business.

Information in terms of Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26 June 2025 issued by the Securities and Exchange Board of India (SEBI) on “Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions”

A. Details of the related party and transactions with the related party

A(1). Basic details of the related party

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
1	Name of the Related Party	Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
2	Country of incorporation of the related party	Spain	United Kingdom	United Arab Emirates	United States of America
3	Nature of business of the related party	Software solutions provider for airline and travel industry	Intermediate Holding company providing strategic and corporate support services to group companies	Software solutions provider for airline and travel industry	Software solutions provider for airline and travel industry
A(2). Relationship and ownership of the related party
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Relationship between the listed entity /subsidiary (in case of transaction involving the subsidiary) and the related �� �� and the following:	Fellow Subsidiary Mr. James Davidson is common Director in the company and Accelya World S.L.	Intermediate Holding company Mr. James Davidson is common Director in the company and Accelya Global Limited	Fellow Subsidiary Mr. James Davidson and Mr. Jose Maria Hurtado are common Directors in the company and Accelya Middle East FZE	Fellow Subsidiary Mr. James Davidson is common Director in the company and Accelya US Inc.
	Shareholding of the listed entity / subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party	NIL	NIL	NIL	NIL

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ANNUAL GENERAL MEETING NOTICE

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
	Shareholding of the related party, whether direct or indirect, in the listed entity	NIL		Accelya Holding World S.L.U., �� shareholding in the company. Accelya Global Limited indirectly �� shareholding of Accelya Holding World S.L.U.		NIL	NIL
A(3). Details of previous transactions with the related party
Sr. No.	Particulars of the information		Information provided by the management
1	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last ��
	Name of the Related Party		Sr. No.		Nature of Transactions		*FY 2024-2025* Amount
	Accelya World S.L.		1		Services rendered by the Company		��
			2		Services received by the Company		��
			3		��		��
					Total		��

	Accelya Global Limited		1		Services rendered by the Company		��
			2		Services received by the Company		��
			3		��		��
			4		��		��
					Total		��

	Accelya Middle East FZE		1		Services rendered by the Company		��
			2		Services received by the Company		��
			3		��		��
					Total		��

	Accelya US Inc.		1		Services rendered by the Company		��
			2		��		��
			3		��		��
					Total		��

	Note: The Company has rendered / availed various services to / from including but not limited to processing & outsourcing services, product support & development, project & program management services, technical & IT infrastructure services, distribution services, licensing services, business support and corporate services including �� services etc.

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		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
2	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in �� �� �� sought.	Not available as Q1 is yet to close	Not available as Q1 is yet to close	Not available as Q1 is yet to close	Not available as Q1 is yet to close
3	Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last ��	No default	No default	No default	No default
A(4). Amount of proposed transactions
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Amount of the proposed transactions being placed for approval in the meeting of the shareholders.	��	��	��	��
2	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current �� proposed transaction a material RPT? (Yes / No)	Yes	Yes	Yes	Yes
3	Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately ��	��	��	��	��
4	Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the �� year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction)	Not applicable	Not applicable	Not applicable	Not applicable
5	Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately �� �� �� �� available	��	��	��	��

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Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
6	Financial performance of the related party for the immediately �� �� Turnover �� Net Worth	�� �� ��	�� �� ��	�� �� ��	�� �� ��

A(5). Basic details of the proposed transactions

A(5).	Basic details of the proposed	transactions	transactions	transactions	transactions
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	�� �� �� �� �� transaction (e.g. sale of goods/ services, purchase of goods/ services, giving loan, borrowing etc.)	The Company renders / avails various services to / from including but not limited to processing & outsourcing services, product support & development, project & program management services, technical & IT infrastructure services, distribution services, licensing services, business support and corporate �� marketing, account management, sales, other support services etc.
2	Details of each type of the proposed transaction
	Services received by the Company	��	��	��	��
	Services rendered by the Company	��	��	��	��
	��	��	��	��	��
	��	��	��	��	��
	Total	��	��	��	��
3	Tenure of the proposed transaction (tenure in number of ��	1 Year (01st July 2025 to 30th June 2026)	1 Year (01st July 2025 to 30th June 2026)	1 Year (01st July 2025 to 30th June 2026)	1 Year (01st July 2025 to 30th June 2026)
4	Whether omnibus approval is being sought? (Yes / No)	Yes	Yes	Yes	Yes
5	Value of the proposed transaction �� If the proposed transaction will �� �� ��	�� ��	�� ��	�� ��	�� ��
6	�� proposed to be entered into are in the interest of the listed entity	�� scale. �� within Accelya group. �� resources viz. manpower, skills etc.
7	Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. _Explanation:_Indirect interest shall mean interest held through any person over which an individual has control.

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Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
	a. Name of the director / KMP	1. James Davidson	1. James Davidson	1. James Davidson	1. James Davidson
				2. Jose Maria Hurtado
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party	NIL	NIL	NIL	NIL
8	A copy of the valuation or other �� placed before the Audit Committee	Not available	Not available	Not available	Not available
9	Other information relevant for decision making	NIL	NIL	NIL	NIL

��
B(1). Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances: Not Applicable

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.	Not Applicable
2	Basis of determination of price.
3	In case of Trade advance (of upto 365 days or such period for which �� per normal trade practice) , if any, �� related party in relation to the transaction, specify the following:
	a. Amount of Trade advance
	b. Tenure
	��
	d. Other details

B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary:

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Source of funds in connection with the proposed transaction.	Not Applicable
2	�� incurred to give loan, inter corporate deposit or advance, specify the following:
	a. Nature of indebtedness
	b. Total cost of borrowing
	c. Tenure
	d. Other details

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Sr. No.	Particulars of the information	Information provided by the management
3	Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (1) This item of disclosure is not applicable to listed banks / NBFCs / insurance companies/ housing �� (2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable �� being granted by the listed entity.	Not Applicable
4	Proposed interest rate to be charged by listed entity or its subsidiary from the related party.
5	Maturity / due date
6	Repayment schedule & terms
7	Whether secured or unsecured?
8	If secured, the nature of security & security coverage ratio
9	The purpose for which the funds will be utilized by the ultimate �� to the transaction.

B(3). Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary: Not Applicable

	subsidiary: Not Applicable
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks / NBFCs / insurance companies / housing ��	Not Applicable
2	�� is incurred to make investment, specify the following: Note: This item of disclosure is not applicable to listed banks / NBFCs / insurance companies/housing ��
	a. Nature of indebtedness
	b. Total cost of borrowing
	c. Tenure
	d. Other details
3	Purpose for which funds shall be utilized by the investee company
4	Material terms of the proposed transaction

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B(4). Disclosure only in case of guarantee (including performance guarantee in nature of Security / contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee ), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary: Not Applicable

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	(a) Rationale for giving guarantee surety, indemnity or comfort letter (b) Whether it will create a legally binding obligation on listed entity?	Not Applicable
2	Material covenants of the proposed transaction including: (i) commission, if any to be received by the listed entityor its subsidiary; (ii) contractual provisions on how the listed entity or its subsidiary will recover the monies in case such guarantee, surety, indemnity or comfort letter is invoked.
3.	The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. �� to be made in the books of account of the listed entity or any of its ��

B(5). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary: Not Applicable

	Not Applicable
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Material covenants of the proposed transaction	Not Applicable
2	Interest rate_(in terms of numerical_ value or base rate and applicable spread)
3.	Cost of borrowing
	Note: This shall include all costs associated with the borrowing
4	Maturity / due date
5	Repayment schedule & terms
6	Whether secured or unsecured
7	If secured, the nature of security & security coverage ratio
8	The purpose for which the funds will be utilized by the listed entity/ subsidiary

39[th] Annual Report 2024-25 ��

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ANNUAL GENERAL MEETING NOTICE

B(6). Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal �� of subsidiary or associate: Not Applicable

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Bidding or other process, if any, applied for choosing a party for sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity	Not Applicable
2	Basis of determination of price
3.	Reasons for sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate
4	Financial track record of the subsidiary / undertaking that is being sold (in case of sale of undertaking, segment level data to be provided) during the last ��
		�� (NR)	�� (NR)	�� (NR)
	Turnover	Not Applicable
	Net worth
	��
5	�� consolidated turnover, net worth �� or its subsidiary due to sale of the subsidiary / undertaking	Not Applicable
	��
	��
	��

B(7). Disclosure only in case of transactions relating to payment of royalty: Not Applicable

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Purpose for which royalty is proposed to be paid to the related �� Note: For companies with a composite license agreement that includes a bundle of intellectual property rights (IPRs) such as brands, patents, technology �� �� �� �� �� components of such agreements and the reasons royalty attributable to those key components could not be furnished separately.	Not Applicable

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Sr. No.	Particulars of the information	Information provided by the management
	�� trademark (As a % of total royalty)	Not Applicable
	b. For transfer of technology �� royalty)
	�� management fee or any other fee (As a % of total royalty)
	d. Any other use (specify) (As a ��
2	�� whether the parent company charges royalty at a uniform rate from all group companies in other jurisdiction. (b) If No, furnish information below. If royalty is paid to the parent company, disclose royalty received by the parent company from group entities in other jurisdiction: • Minimum rate of royalty charged along with corresponding absolute amount �� along with corresponding absolute amount Note: The disclosure shall be made on a gross basis (Cost to �� paid on behalf of the recipient of royalty.
3	Sunset Clause for Royalty payment, if any

C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary: Not Applicable

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Latest credit rating of the related party Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any	Not Applicable
2	Default on borrowings,*if any*, �� by the related party from the listed entity or any other person and value of subsisting default.

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Sr. No.	Particulars of the information	Information provided by the management
	Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related �� In addition, state the following: a) Whether the account of the �� �� by any of its bankers and whether such status is currently subsisting; b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting; c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process �� d) Whether the related party, �� �� �� �� �� �� �� Insolvency and Bankruptcy Code, 2016. Note: Past defaults that are no longer subsisting and have been cured or regularized need not be ��	Not Applicable
	FY 2022-2023
	FY 2023-2024
	FY 2024-2025

C(2). Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary: Not Applicable

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Latest credit rating of the related party Note: �� �� �� �� �� provided while option to provide �� rating) and credit enhancement �� b. This shall be applicable in case of investment in debt securities.	Not Applicable
2	Whether any regulatory approval �� same has been obtained.

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C(3). Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary: Not Applicable

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	If guarantee, performance guarantee (in nature of security / contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter is given in connection with the borrowing by a related party, provide latest credit rating of the related party Note: �� �� �� �� �� provided while option to provide �� rating) and credit enhancement �� �� �� �� provided to the extent it is available in the public domain or as may be provided by the related ��	Not Applicable
	Details of solvency status and going concern status of the related party during the last three ��
2	FY 2022-2023
	FY 2023-2024
	FY 2024-2025
	Default on borrowings,*if any, �� by the related party from the listed entity or any other person. Note:* This information may be provided to the extent it is available in the public domain or as may be provided by the related ��
	In addition, state the following: a) Whether the account of the �� �� by any of its bankers and whether such status is currently subsisting;

39[th] Annual Report 2024-25 ��

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ANNUAL GENERAL MEETING NOTICE

Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
	b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting; c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process ��	Not Applicable
	d) Whether the related party, �� �� �� �� �� �� �� Insolvency and Bankruptcy Code, 2016. Note: Past defaults that are no longer subsisting and have been cured or regularized need not be ��
	FY 2022-2023
	FY 2023-2024
	FY 2024-2025
C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary: Not Applicable
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	�� entity or its subsidiary based on �� Note: This shall not be applicable to listed banks/NBFC/insurance �� �� ��	Not Applicable
	a. Before transaction
	b. After transaction
2	Debt Service Coverage Ratio of the listed entity or its subsidiary �� statements Note: This shall not be applicable to listed banks/NBFC/insurance �� �� �� ��
	a. Before transaction
	b. After transaction

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C(5). Disclosure only in case of transactions relating to sale, lease or disposal of assets of subsidiary or �� Not Applicable

	Not Applicable
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Details of earlier sale, lease or disposal of assets of the same subsidiary or of the unit, division or undertaking of the listed entity or disposal of shares of the same subsidiary or associate to any related party during the preceding twelve months.	Not Applicable
2	Whether the transaction would result in issue of securities or consideration in kind to a related party? If yes, please share the relevant details.
3	Would the transaction result in eliminating a segment reporting by the listed entity or any of its subsidiary?
4	Does it involve transfer of key intangible assets or key customers which are critical for continued business of the listed entity or any of its subsidiary?
5	�� �� with the proposed transaction?
C(6). Disclosure only in case of transactions relating to payment of royalty: Not Applicable
Sr. No.	Particulars of the information	Information provided by the management
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Gross amount of royalty paid by the listed entity or subsidiary to the related party during each of ��	Not Applicable
	FY 2022-2023
	FY 2023-2024
	FY 2024-2025
2	Purpose for which royalty was paid to the related party during the �� Explanation: For companies with a composite license agreement that includes a bundle of intellectual property rights �� �� the key components of such agreements and the reasons royalty attributable to those key components could not be ��

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Sr. No.	Particulars of the information	Information provided by the management	Information provided by the management	Information provided by the management	Information provided by the management
	a. For use of brand name / trademark_(As a % of total royalty)_	Not Applicable
	b. For transfer of technology ��(As a % of total royalty)
	c. For professional fee, corporate management fee or any other fee (As a % of total royalty)
	d. Any other use_(specify) (As a % _of total royalty)
3	�� ��
	FY 2022-2032 (%)
	FY 2023-2024 (%)
	FY 2024-2025 (%)
4	Percentage or Rate at which royalty has increased in the past �� �� �� ��
	Peer Comparison: Listed entity or its subsidiary paying royalty for any purpose shall also disclose whether any relevant Industry Peer �� period:Not Applicable
		Listed Entity / Subsidiary	Peer 1	Peer 2	Peer 3
	Royalty payment over last 3 years	Aggregate Amount	Aggregate Amount	Aggregate Amount	Aggregate Amount
	�� over the last 3 years	�	�	�	�
	Annual growth rate of Turnover over last 3 years	%	%	%	%

Additional Information

Additional Information	Additional Information
		Accelya World S.L.	Accelya Global Limited	Accelya Middle East FZE	Accelya US Inc.
1	Basis of determination of price	Arm's Length Price based on Transaction Net Margin Method	Arm's Length Price based on Transaction Net Margin Method	Arm's Length Price based on Transaction Net Margin Method	Arm's Length Price based on Transaction Net Margin Method
2	�� �� �� �� the RPTs proposed to be entered into are in the interest of the listed entity	�� �� Accelya group. �� resources viz. manpower, skills etc.

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----- Start of picture text -----

3 Material terms and Agreement Agreement Agreement Agreement
conditions of the ��
proposed transactions July 2024 valid 2024 valid for 1 July 2024 valid July 2024 valid
for 1 year and year and automatic for 1 year and for 1 year and
automatic renewal renewal every automatic renewal automatic renewal
every year. year. every year. every year.
Notice Period Notice Period Notice Period Notice Period
30 days for 30 days for 30 days for 30 days for
termination. termination. termination. termination.
4 Whether Audit Committee Yes
has reviewed the
��
the CEO / Managing
Director / Whole Time
Director / Manager and
CFO of the Listed Entity
��
RPT Industry Standards
5 Whether the material The material RPT with entities Accelya World S.L., Accelya Global Limited,
RPT or any material Accelya Middle East FZE and Accelya US Inc. have been approved by the Audit
�� Committee subject to the approval of shareholders at the ensuing AGM. There are
been approved by the ��
Audit Committee and Company proposes to pass resolutions at the ensuing Annual General Meeting.
the Board of Directors
recommends the The Board of Directors recommends the proposed transactions to the shareholders
proposed transaction for approval
to the shareholders for
approval.
6 �� Not applicable
QR Code, through which
shareholders can access
the valuation report or
��
party, if any, considered
by Audit Committee while
approving the RPT
----- End of picture text -----

Mr. James Davidson is concerned or interested in the resolutions set out at Item nos. 5 to 8.

Mr. Jose Maria Hurtado is concerned or interested in the resolution set out at Item no. 7 of the Notice.

None of the Directors and/or Key Managerial Personnel of the Company and / or their respective relatives other than Mr. James Davidson and Mr. Jose Maria Hurtado are concerned or interested, either directly or indirectly, in the resolutions set out at Item nos. 5 to 8 of the Notice.

�� of the Company, is considered interested in the Ordinary Resolutions set out at Item Nos. 5 to 8 and will not be eligible to vote on the Resolution.

The Board of Directors recommends the Resolution set out at Item nos. 5 to 8 of the Notice for approval of Members as Ordinary Resolutions.

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ANNUAL GENERAL MEETING NOTICE

Item No. 9

Mr. Gurudas Shenoy was appointed as Managing Director of the Company by the Board of Directors as recommended by the Nomination and Remuneration Committee in their meetings held on 23 May 2022, w.e.f. 1st July 2022 for a period of 5 years. The remuneration payable to Mr. Gurudas Shenoy was approved for the period from 1st July 2022 �� postal ballot, the voting results of which were declared on 11th August 2022.

Further considering the Company’s performance, the progress made and targets achieved by the Company and as per the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held ��

It is now proposed to approve the following remuneration to Mr. Gurudas Shenoy for the period from 1st July 2025 to 30th June 2026:

A. Basic Salary and Allowances

�� Hundred only) per annum.

��

i) Insurance: As per Rules of the Company ii) Employer’s Contribution to Provident Fund iii) Gratuity: As per Rules of the Company iv) Leave: As per Rules of the Company

C. Incentive

Mr. Gurudas Shenoy shall be entitled to such incentive as may be decided by the Board of Directors from time to time based on his performance.

Overall remuneration

�� only) per annum.

Increase in remuneration

Subject to applicable laws, the Board is authorised to increase the overall remuneration of Mr. Gurudas Shenoy by ��

Minimum remuneration

�� annual increase in remuneration) for the period from 1st July, 2025 to 30th June, 2027 may be paid as minimum remuneration, subject to provisions of the Act and Schedule V to the Act.

Income-tax

�� / Rules.

The remuneration is in line with the industrial standards for managerial personnel falling under the same cadre. ��

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ANNUAL GENERAL MEETING NOTICE

Pursuant to the applicable provisions of the Companies Act, 2013, and relevant rules made thereunder, consent of the members is being sought by way of Special Resolution.

�� concerned or interested, either directly or indirectly, in the Resolution set out at Item No. 9 of the Notice.

Mr. Gurudas Shenoy holds 265 shares in the Company.

The Board of Directors recommends the Resolution at Item no. 9 of the Notice for your approval as a Special Resolution.

Item No. 10

The Board at its meeting held on 31st July, 2025, based on the recommendation of the Audit Committee, after �� conduct of audit, independence, etc., has approved the appointment of Nilesh A. Pradhan & Co. LLP (“NAPCO”), �� appointment of Secretarial Auditors shall be in terms of the amended Regulation 24A of the SEBI Listing Regulations �� (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

�� by the Institute of Company Secretaries of India (ICSI), ensuring the highest standards in professional practices. NAPCO has a team focussed on providing comprehensive professional services in corporate law, SEBI regulations, �� of Regulation 24A of the SEBI Listing Regulations. The services to be rendered by NAPCO as Secretarial Auditors �� dated December 31, 2024.

�� their term, such fees as may be mutually agreed between the Board of Directors and Nilesh A. Pradhan & Co. LLP.

In addition to the secretarial audit, Nilesh A. Pradhan & Co. LLP, shall provide such other services in the nature �� determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditors.

None of the promoters, directors, key managerial personnel and their relatives are concerned or interested, either directly or indirectly, in the Resolution set out at Item No. 10 of this Notice

The Board of Directors recommends the Resolution at Item no. 9 of the Notice for your approval as an Ordinary Resolution.

By the Order of the Board of Directors

Ninad Umranikar Company Secretary Membership No.: A14201

Place: Pune Date: 2 October 2025

39[th] Annual Report 2024-25 ��

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ANNUAL GENERAL MEETING NOTICE

ANNEXURE

�� Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 (SS-2) with respect ��

Name of Director	James Davidson
DIN	0009516461
Nationality	United States of America
Date of Birth	8 June 1955
Date of Appointment	Monday, 28 February, 2022
��	�� �� MBA
��	Strategy& Business Development
Directorships held in other public companies (excluding foreign companies and Section 8 companies)	NIL
Memberships / Chairmanships of Committees of other public companies (includes only Audit �� Committee)	NIL
Relationship between Directors, Manager and other ��	NIL
Shareholdingin the Company	NIL
Remuneration details (Including Sitting Fees & Commission)	NIL

By the Order of the Board of Directors

Ninad Umranikar Company Secretary Membership No.: A14201

Place: Pune Date: 2 October 2025

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ANNUAL GENERAL MEETING NOTICE

(On letter head of Accelya Holding World S.L.U.)

Special Notice for appointment of statutory auditors other than the retiring auditors [Pursuant to section 140(4) of the Companies Act, 2013 (“Companies Act”)]

To

The Board of Directors Accelya Solutions India Limited 5th & 6th Floor, Building No. 4, Raheja Woods, River Side 25A, West Avenue, Kalyani Nagar, Pune 411 006

Dear Sir,

�� LLP, Chartered Accountants (Registration No. 001076N/N500013) as the statutory auditors of the Company ��

��

With reference to section 140(4) of the Companies Act, we hereby give you a special notice as per section 115 of the Companies Act 2013 read with Rule 23 of the Companies (Management and Administration) Rules, 2014 (as amended) of our intention to move at the 39th Annual General Meeting of the Company, the following resolution to be a Special Resolution for the appointment of Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as the statutory auditors of the Company in place of retiring auditors Deloitte Haskins & Sells LLP (Firm’s Registration No. ��

We are submitting below a draft of the resolution in this regard for the approval at the ensuing Annual General Meeting to be held on 6th November 2025:

“RESOLVED THAT pursuant to the provisions of Sections 139, 140 and 142 and all other applicable provisions, if any, of �� No. 001076N/N500013), be and are hereby appointed as Statutory Auditors of the Company, in place of Deloitte Haskins �� Annual General Meeting till the conclusion of the 44th Annual General Meeting (to be held in the year 2030) at such remuneration as may be recommended by the Audit Committee and approved by the Board of Directors of the Company ��

“RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally ��

��

Thanking you, For Accelya Holding World S.L.U.

Sd/

Elena Garcia Authorised Signatory

Place: Barcelona Date: 1 October 2025

39[th] Annual Report 2024-25 ��

239

ANNUAL GENERAL MEETING NOTICE

REGISTRATION OF E – MAIL ADDRESS FORM

As per Rule 18 of the Companies (Management and Administration) Rules, 2014

KFin Technologies Private Limited Unit: Accelya Solutions India Limited ��

I / We shareholder(s) of Accelya Solutions India Limited, hereby accord my / our approval to receive documents viz annual reports, notices of general meetings / postal ballot, other documents etc. in electronic mode.

��

Folio No / DP ID and Client ID �� Name of joint share holder(s) if any Registered Address ��

___ (Signature of shareholder)

Place: Date :

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39[th] Annual Report 2024-25 ��

240

ANNUAL GENERAL MEETING NOTICE

ACCELYA SOLUTIONS INDIA LIMITED

�� CIN: L74140PN1986PLC041033

ECS Mandate Form for payment of Dividend �� Depository Participant)

�� bank account as per details given below:

1. First / Sole Shareholder's Name
�� No.
�� ID No.
4. * Particulars of Bank Account
a. Bank Name
b. Branch Name
c. Address of the Branch
�� �� by the Bank.
e. Account type	Savings ( ) Current ( )
�� Book

��

I / We hereby declare that the particulars given above are correct and complete. If any transaction is delayed or �� the Company responsible or liable. In case of ECS facility not being available for any reason, the bank account details provided above may be incorporated in the payment instrument and sent to my/our Bankers at the address provided above and be considered as a mandate by me/us. This instruction will hold good for payment of dividend ��

Yours faithfully,

_______ Name and signature of First/Sole Shareholder

39[th] Annual Report 2024-25 ��

��

NOTES

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NOTES

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NOTES

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AI assistant

ACCELYA SOLUTIONS INDIA LIMITED — AGM Information 2025

62253_rns_2025-10-13_7b815642-6e25-41ae-940b-baa04eabc4bf.pdf

Submission of Notice of 39th Annual General Meeting of the Company

ACCELYA SOLUTIONS INDIA LIMITED

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

ANNUAL GENERAL MEETING NOTICE

6. Approval of Related Party Transactions with Accelya Global Limited

ANNUAL GENERAL MEETING NOTICE

7. Approval of Related Party Transactions with Accelya Middle East FZE

ANNUAL GENERAL MEETING NOTICE

8. Approval of Related Party Transactions with Accelya US Inc.

9. Revision in remuneration of Mr. Gurudas Shenoy, Managing Director

ANNUAL GENERAL MEETING NOTICE

10. Appointment of Secretarial Auditors of the Company

Notes:

ANNUAL GENERAL MEETING NOTICE

Dispatch of Annual Report through Electronic Mode

ANNUAL GENERAL MEETING NOTICE

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20. MEMBERS HOLDING SHARES IN PHYSICAL FORM ARE REQUESTED TO CONSIDER CONVERTING THEIR HOLDING TO DEMATERIALIZED FORM TO ELIMINATE ALL RISKS ASSOCIATED WITH PHYSICAL SHARES (LOSS OR MISPLACE OF SHARE CERTIFICATE). MEMBERS CAN CONTACT THE COMPANY OR KFINTECH FOR ASSISTANCE IN THIS REGARD.

ANNUAL GENERAL MEETING NOTICE

26. Instructions for remote e-voting for EVENT No. (EVEN) 9257 are as follows

Remote e-voting

Individual shareholders holding securities in demat mode

ANNUAL GENERAL MEETING NOTICE

Non-individual shareholders holding securities in demat mode and Shareholders holding securities in physical mode

ANNUAL GENERAL MEETING NOTICE

General Instruction on E-voting

ANNUAL GENERAL MEETING NOTICE

Joining the meeting through VC / OAVM

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Explanatory Statement

(Pursuant to Section 102 of the Companies Act)

Item No. 4

Item Nos. 5, 6, 7 & 8

ANNUAL GENERAL MEETING NOTICE

A. Details of the related party and transactions with the related party

A(1). Basic details of the related party

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A(5). Basic details of the proposed transactions

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B(7). Disclosure only in case of transactions relating to payment of royalty: Not Applicable

ANNUAL GENERAL MEETING NOTICE

C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary: Not Applicable

ANNUAL GENERAL MEETING NOTICE

C(2). Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary: Not Applicable

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Additional Information

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Item No. 9

A. Basic Salary and Allowances

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C. Incentive

Overall remuneration

Increase in remuneration

Minimum remuneration

Income-tax

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Item No. 10

ANNUAL GENERAL MEETING NOTICE

ANNEXURE

ANNUAL GENERAL MEETING NOTICE

(On letter head of Accelya Holding World S.L.U.)

To

Dear Sir,

Sd/

ANNUAL GENERAL MEETING NOTICE

REGISTRATION OF E – MAIL ADDRESS FORM

ACCELYA SOLUTIONS INDIA LIMITED

Yours faithfully,

ACCELYA SOLUTIONS INDIA LIMITED AGM Information 2025

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