ACCELYA SOLUTIONS INDIA LIMITED

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September 24, 2020

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street Mumbai- 400001, India.

National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051, India.

Dear Sirs /Madam,

Subject: Letter of Offer in relation to the open offer to the Public Shareholders of Accelya Solutions India Limited (the “Target Company”) by Aurora UK Bidco Limited (“Acquirer”) together with Vista Equity Partners Perennial, L.P. (“PAC 1”), Vista Equity Partners Perennial A, L.P. (“PAC 2”) and Accelya Topco Limited (“PAC 3”) (collectively referred to as “PACs”), in their capacity as the persons acting in concert, in accordance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“SEBI (SAST) Regulations”) (“Open Offer”/ “Offer”).

In reference to the captioned Open Offer we have submitted the Public Announcement vide our e-mail dated November 19, 2019, Corrigendum to PA vide our e-mail dated November 22, 2019, Detailed Public Statement vide our e-mail dated December 31, 2019, Draft Letter of Offer vide our e-mail dated January 7, 2020 and Corrigendum to DPS vide our e-mail dated September 23, 2020.

We are pleased to enclose a copy of the final letter of offer dated September 23, 2020 (“ LOF ”).

Capitalised terms not defined herein shall have the same meaning as ascribed to in the LOF.

Thanking You,

Yours truly,

For JM Financial Limited

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Name: Nikhil Panjwani Designation: Vice President Enclosure: As above

JM Financial Limited

Corporate Identity Number: L67120MH1986PLC038784 Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. T: +91 22 6630 3030 F: +91 22 6630 3330 www.jmfl.com

LETTER OF OFFER

“THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION”

The Letter of Offer will be sent to you as a Public Shareholder ( as defined below ) of ACCELYA SOLUTIONS INDIA LIMITED (“ Target Company ”). If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Manager to the Offer or Registrar to the Offer. In case you have recently sold your shares in the Target Company, please hand over the Letter of Offer and the accompanying form of acceptance to the member of the stock exchange through whom the said sale was affected.

OPEN OFFER BY

AURORA UK BIDCO LIMITED ( “ ACQUIRER ”) Registered Office: 22 Grenville Street, St Helier, Jersey JE4 8PX Tel: +1 512 730 2400 and Fax: +1 512 730 2453

ALONG WITH

VISTA EQUITY PARTNERS PERENNIAL, L.P (“PAC 1”)

Registered Office: C/O Maples and Calder, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, KY1-1104 Tel: +1 512 730 2400 and Fax: +1 512 730 2453

VISTA EQUITY PARTNERS PERENNIAL A, L.P. (“PAC 2 ”)

Registered Office: C/O Maples and Calder, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, KY1-1104 Tel: +1 512 730 2400 and Fax: +1 512 730 2453

AND

ACCELYA TOPCO LIMITED (“PAC 3”) Registered Office: Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER. Tel: +1 512 730 2400 and Fax: +1 512 730 2453

(collectively referred to as the “ PACs” )

at a price of INR. 1,042.99 per equity share, payable in cash, to acquire up to 3,782,966 fully paid up equity shares of face value of INR 10 each (“ Offer Shares ”), representing 25.34% of the Voting Share Capital ( as defined below ) in accordance to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“ SEBI (SAST) Regulations ”) from the Public Shareholders

ACCELYA SOLUTIONS INDIA LIMITED (“ Target Company ”),

Registered office: Accelya Enclave, 685/2B & 2C, 1st Floor, Sharada Arcade, Satara Road, Pune – 411 037. Tel: +91 20 6608 3777 and Fax: +91 20 2423 1639

NOTE:

This Offer ( as defined below ) is being made by the Acquirer and the PACs pursuant to Regulations 3(1), 4 and 5(1) of the SEBI (SAST) Regulations.
This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations.
This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
Non-resident Indian (“ NRI ”) and overseas corporate body (“ OCB ”) holders of the Equity Shares, willing to tender their Equity Shares in this Offer, must obtain all requisite approvals required to tender the Equity Shares held by them in this Offer (including without limitation the approval from the Reserve Bank of India (“ RBI ”)) and submit such approvals along with the Form of Acceptance-cum-Acknowledgement and other documents required to accept this Offer. Further, if the holders of Equity Shares who are not persons resident in India including NRIs, OCBs, Foreign Portfolio Investors (“ FPIs ”) and Foreign Institutional Investors (“ FIIs ”), willing to tender their Equity Shares in this Offer, had required any approvals (including from the RBI or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Equity Shares, along with the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirer and the PACs reserve the right to reject such Equity Shares tendered in this Offer.
To the best of the knowledge of the Acquirer and the PACs, all the statutory approvals required by the Acquirer and/ or the PACs to complete this Offer have been obtained. However, in case of any additional statutory approvals being required by the Acquirer and/ or the PACs at any later date, this Offer will be subject to such approvals. In the event that any statutory approvals required are not obtained or are finally refused or are otherwise not received for reasons outside the reasonable control of the Acquirer and/ or the PACs, the Acquirer and/ or PACs may withdraw the Offer under Regulation 23 of the SEBI (SAST) Regulations.
Under Regulation 18(4) of the SEBI (SAST) Regulations, the Acquirer is permitted to revise the Offer Price (as defined below) or the number of Offer Shares at any time up to prior to commencement of 1 Working Day (as defined below) before the commencement of the Tendering Period (as defined below) , i.e. up to Wednesday, September 30, 2020, and the Acquirer and PACs shall (a) make corresponding increases to the escrow amounts, as more particularly set out in Part 5 (Offer Price and Financial Arrangements), (b) make a public announcement in the newspapers in which the DPS ( as defined below ) was published, and (c) simultaneously with the making of such announcement, inform SEBI ( as defined below ), the Stock Exchanges (as defined below) and the Target Company at its registered office of such revision. The Acquirer would pay such revised price for all the Equity Shares ( as defined below ) validly tendered at any time during the Offer and accepted under the Offer in accordance with the terms of the Letter of Offer.
There has been no competing offer to the Acquirer’s Offer. The last date for making such competing offer has expired.
Unless otherwise stated, the information set out in the LOF ( as defined below ) reflects the position as of the date hereof.
A copy of the PA ( as defined below ), Corrigendum to PA ( as defined below ), DPS ( as defined below ), DLOF ( as defined below ), Corrigendum to DPS ( as defined below ), LOF ( as defined below ) (including the Form of Acceptance-cum-Acknowledgement) any other advertisement/ publications to be made in connection with this Offer is also and will be available on the website of SEBI, at www.sebi.gov.in, the Target Company at https://w3.accelya.com/, Registrar to the Offer at https://karisma.kfintech.com, Manager to the Offer at www.jmfl.com, BSE at www.bseindia.com and NSE at www.nseindia.com.

MANAGER TO THE OFFER	REGISTRAR TO THE OFFER
JM Financial Limited 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025, India. Tel. No.: +91 22 6630 3030; +91 22 6630 3262 Fax No.: +91 22 6630 3330 Email ID:[email protected];[email protected]; Contact Person: Ms. Prachee Dhuri SEBI Registration Number: INM000010361	KFin Technologies Private Limited (Formerly known as “Karvy Fintech Private Limited”) Selenium Tower- B, Plot No 31 & 32 Gachibowli, Financial District Nanakramguda, Serilingampally, Hyderabad, Telangana - 500032.Tel. No.: +91 40 67162222; 18003454001 Fax No.: + 91 40 343 1551 Email ID: [email protected] Contact Person: M Murali Krishna SEBI Registration Number: INR000000221

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Tentative Schedule of Major Activities of the Open Offer

No.	Activity	Original Schedule (Date and Day)	Revised Schedule (Date and Day)
1.	Issue of Public Announcement	Tuesday, November 19, 2019	Tuesday, November 19, 2019
2.	Date of completing the Underlying Transaction	Tuesday, December 24, 2019	Tuesday, December 24, 2019
3.	Publication of the DPS in newspapers	Tuesday, December 31, 2019	Tuesday, December 31, 2019
4.	Filing of the Draft Letter of Offer with SEBI	Tuesday, January 07, 2020	Tuesday, January 07, 2020
5.	Last date for public announcement for competing offer(s)*	Tuesday, January 21, 2020	Tuesday, January 21, 2020
6.	Last date for receipt of SEBI observations on the draft Letter of Offer (in the event SEBI has not sought clarifications or additional information from the Manager to the Offer)	Tuesday, January 28, 2020	Wednesday, September 16, 2020**
7.	Identified Date#	Thursday, January 30, 2020	Friday, September 18, 2020
8.	Last date by which the Letter of Offer is to be dispatched to the Public Shareholders whose name appears on the register of members on the Identified Date	Thursday, February 06, 2020	Friday, September 25, 2020
9.	Last date by which the committee of the independent directors of the Target Company shall give its recommendation to the Public Shareholders for this Offer	Tuesday, February 11, 2020	Wednesday, September 30, 2020
10.	Last date for upward revision of the Offer Price / the size of the Offer	Tuesday, February 11, 2020	Wednesday, September 30, 2020
11.	Date of publication of opening of Offer public announcement in the newspapers in which this DPS has been published	Wednesday, February 12, 2020	Thursday, October 1, 2020
12.	Date of commencement of the tendering period (“Offer Opening Date”)	Thursday, February 13, 2020	Monday, October 5, 2020
13.	Date of closure of the tendering period (“Offer Closing Date”)	Friday, February 28, 2020	Friday, October 16, 2020
14.	Last date of communicating the rejection/ acceptance and completion of payment of consideration or refund of Equity Shares to the Public Shareholders	Monday, March 16, 2020	Monday, November 2, 2020
15.	Last date for publication of post- Offer public announcement in the newspapers in which this DPS has been published	Monday, March 23, 2020	Monday, November 9, 2020

*There was no competing offer to the Offer

**Actual date of receipt of comments from SEBI

# Identified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Letter of Offer would be sent. It is clarified that all holders (registered or unregistered) of Equity Shares (except the Acquirer and the PACs or persons acting in concert with them) are eligible to participate in the Offer any time before the Offer Closing Date.

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RISK FACTORS

The risk factors set forth below pertain to this Offer and association with the Acquirer and PACs, and do not pertain to the present or future business or operations of the Target Company or any other related matters. These risk factors are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by a Public Shareholder in the Offer, but are merely indicative. Public Shareholders are advised to consult their legal advisor, stock broker, and investment consultant and / or tax advisors, for analyzing all the risks with respect to their participation in the Offer.

A. RISKS RELATING TO THE UNDERLYING TRANSACTION

Not applicable as the Underlying Transaction ( as defined below ) has been successfully completed on December 24, 2019.

B. RISKS RELATING TO THE OFFER

To the best of the knowledge of the Acquirer and PACs, all statutory approvals required by the Acquirer or the PACs to complete this Offer have been obtained by the Acquirer and/ or the PACs. However, in case of any additional statutory approval being required of the Acquirer or the PACs at a later date, this Offer shall be subject to receipt of such statutory approvals. The Acquirer and PACs shall have the right to withdraw the Offer in accordance with the provisions of Regulation 23(1) of the SEBI (SAST) Regulations if any such statutory approval, as may be required, is refused. In the event of such a withdrawal of the Offer, the Acquirer and the PACs (through the Manager to the Offer) shall make an announcement of such withdrawal within 2 Working Days of such withdrawal stating the grounds and reasons for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
Further, in case of delay in receipt of any additional statutory approval, as per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that non-receipt of such approval was not attributable to any willful default, failure or neglect on the part of the Acquirer or the PACs to diligently pursue such approval, grant an extension of time for the purpose of completion of this Offer, subject to the Acquirer and the PACs agreeing to pay interest to the Public Shareholders, for delay, at such rate as may be specified by SEBI. Where the statutory approvals extend to some but not all Public Shareholders, the Acquirer and PACs will have the option to make payment of the consideration to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Offer.
The acquisition of Equity Shares tendered by NRIs and OCBs is subject to approval from the RBI. NRI and OCB holders of the Equity Shares, if any, must obtain all requisite approvals required to tender the Equity Shares held by them in this Offer (including without limitation, the approval from the RBI or the relevant government authorities) and submit copies of such approvals, along with the other documents required in terms of the Letter of Offer. Further, if the holders of the Equity Shares who are not persons resident in India (including NRIs, OCBs, Qualified Foreign Investors, FIIs and FPIs) had required any approvals (including from the RBI) in respect of the Equity Shares held by them, they will be required to submit copies of such previous approvals, to tender the Equity Shares held by them pursuant to this Offer, along with the other documents required to be tendered to accept this Offer. If such approvals are not submitted, the Acquirer and PACs reserve the right to reject such Equity Shares tendered in this Offer. If the Equity

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Shares are held under general permission of the RBI, the non-resident Public Shareholder should state that the Equity Shares are held under general permission and clarify whether the Equity Shares are held on a repatriable basis or a non-repatriable basis.

In the event that either: (a) there is any litigation leading to a stay or injunction on the Offer or that restricts or restrains the Acquirer or the PACs from performing their obligations hereunder, or (b) SEBI instructs the Acquirer and the PACs not to proceed with the Offer, then the Offer process may be withdrawn or may be delayed beyond the schedule of activities indicated in the Letter of Offer. Consequently, the payment of consideration to the Public Shareholders whose Equity Shares are validly tendered and accepted under this Offer as well as the return of Equity Shares not validly tendered and accepted under this Offer, may be delayed. In the event SEBI instructs the Acquirer and/or PACs to not proceed with this Offer, then this Offer process shall be withdrawn and the Acquirer and the PACs (through the Manager to the Offer) shall make an announcement of such withdrawal within 2 Working Days of such withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
The Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. Recipients of the Letter of Offer residing in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the Acquirer or the Manager to the Offer to any new or additional registration requirements.
The Offer is being made for securities of an Indian company and Public Shareholders of the Target Company in the United States of America should be aware that the Letter of Offer and any other documents relating to the Offer have been or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the offer timetable and timing of payments, all of which differ from those in the United States of America. Any financial information included in the Letter of Offer or in any other documents relating to the Offer, has been or will be prepared in accordance with non-U.S. accounting standards that may not be comparable to financial statements of companies in the United States of America or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
The receipt of cash pursuant to the Offer by a Public Shareholder of the Target Company may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Public Shareholder of the Target Company is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.
Neither the U.S. Securities Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer or passed any comment upon the adequacy or completeness of the Letter of Offer. Any representation to the contrary is a criminal offence in the United States of America.
The Public Shareholders who have accepted this Offer are not entitled to withdraw such acceptance during the Tendering Period, even if the acceptance of Equity Shares under this Offer or the dispatch of consideration is delayed.

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The tendered Equity Shares and documents will be held in trust by the Registrar to the Offer until the completion of the Offer formalities. The Public Shareholders will not be able to trade in such Equity Shares which are in the custody of the Clearing Corporation / Registrar to the Offer. During such period, there may be fluctuations in the market price of the Equity Shares and the Public Shareholders will not be able to trade in such Equity Shares held in trust by the Clearing Corporation / Registrar to the Offer and that may adversely impact the Public Shareholders who have tendered their Equity Shares in this Offer.
It is understood that the Public Shareholders will be solely responsible for their decisions regarding their participation in this Offer. The Acquirer and the PACs do not and will not make any assurance with respect to the market price of the Equity Shares during or after the period that the Offer is open or upon completion of the Offer and disclaim any responsibility with respect to any decision by the Public Shareholders on whether or not to participate in the Offer.
The Public Shareholders are advised to consult their respective tax advisors for assessing tax liability arising from this Offer, including but not limited to the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer, the PACs and the Manager to the Offer do not accept any responsibility for the accuracy or completeness of the tax provisions set forth in the Letter of Offer.
Any person placing reliance on any source of information other than the PA, the Corrigendum to PA, the DPS, the DLOF, the Corrigendum to DPS and the LOF, any other advertisement or materials issued by or on behalf of the Acquirer and PACs, will be doing so at its own risk. The Acquirer, PACs and the Manager to the Offer accept no responsibility for statements made in connection with this Offer, other than those they expressly take responsibility for in the PA, the Corrigendum to PA, the DPS, the DLOF and, the Corrigendum to DPS, the LOF, or in any advertisement or other materials issued by or on behalf of the Acquirer and PACs.
The information pertaining to the Target Company, contained in the PA, the Corrigendum to PA, the DPS, the DLOF, the Corrigendum to DPS and the LOF, any other advertisement/ publications to be made in connection with this Offer has been/ shall be compiled from information published of provided by such parties or other publicly available source, as the case may be.
Neither the Acquirer, PACs nor the Manager to the Offer accept any responsibility for the information contained in the PA, the Corrigendum to PA, the DPS, the DLOF, the Corrigendum to DPS and the LOF, any other advertisement/ publications to be made in connection with this Offer that pertains to the Target Company and the information that has been obtained from public sources or provided by the Target Company.

C. RISKS RELATING TO ACQUIRER AND THE PACs

Neither the Acquirer, the PACs nor the Manager to the Offer make any assurance with respect to the continuation of the past trend in the financial performance of the Target Company.
Neither the Acquirer, the PACs nor the Manager to the Offer make any assurance with respect to the future financial performance of the Target Company.

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Neither the Acquirer, the PACs nor the Manager to the Offer can provide any assurance with respect to the market price of the Equity Shares, before, during or after the Offer and each of them expressly disclaim any responsibility or obligation of any kind (except as required by applicable law) with respect to any decision by any Public Shareholder with respect to participation in the Offer.
The Acquirer, the PAC and the Manager to the Offer make no assurance with respect to their investment or divestment decisions relating to their proposed shareholding in the Target Company.
As per Regulation 38 of SEBI (LODR) Regulations read with Rule 19A of the SCRR, the Target Company is required to maintain at least 25% public shareholding, as determined in accordance with SCRR, on a continuous basis for listing. Pursuant to completion of this Open Offer, the public shareholding in the Target Company may fall below such minimum public shareholding requirement. Any failure to comply with the conditions of the SCRR and the SEBI (LODR) Regulations could have an adverse effect on the price and tradability of the Equity Shares.

The risk factors set forth above are not a complete analysis of all risks in relation to the Offer or in association with the Acquirer and the PACs but are only indicative in nature. The risk factors set forth above are limited to the Offer and do not pertain to the present or future business or operations of the Target Company or any other related matters and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by Public Shareholders in the Offer. Public Shareholders are advised to consult their stock brokers, tax advisors or investment consultants for understanding further risks with respect to their participation in the Offer.

D. CURRENCY OF PRESENTATION

In the LOF, any discrepancy in any table between the total and sums of the amounts listed are due to rounding off and/or regrouping

In the LOF, all references to “INR” or “Rs.” or “Rupees” are references to the Indian Rupees, all references to “USD” or “US Dollar” or “US$” are references to the United States Dollar . Unless otherwise stated, the INR equivalent quoted in each case is calculated in accordance with the RBI reference rate as on December 27, 2019 i.e. USD 1 = INR 71.2214, unless specified otherwise. ( Source: www.fbil.org.in )

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INDEX

1. DISCLAIMER CLAUSE ............................................................................................................................................................... 11 2. DETAILS OF THE OFFER .......................................................................................................................................................... 13 3. BACKGROUND OF THE ACQUIRER AND PACs .................................................................................................................. 17 4. BACKGROUND OF THE TARGET COMPANY ...................................................................................................................... 25 5. OFFER PRICE AND FINANCIAL ARRANGEMENTS ........................................................................................................... 30 6. TERMS AND CONDITIONS OF THE OFFER.......................................................................................................................... 35 7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT ..................................................................................................... 38 8. DOCUMENTS FOR INSPECTION ............................................................................................................................................. 50 9. DECLARATION BY THE ACQUIRER AND PACs .................................................................................................................. 52

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KEY DEFINITIONS

	KEY DEFINITIONS
Acquirer	Aurora UK Bidco Limited.
Board of Directors	Board of Directors of the Acquirer, PAC 3 or the Target Company, as the case may be.
BSE	BSE Limited.
Buying Broker	JM Financial Services Limited.
Clearing Corporation	Indian Clearing Corporation Limited and National Securities Clearing Corporation Limited.
Corrigendum to PA	Corrigendum to the PA, issued by the Manager to the Offer, on behalf of the Acquirer and the PACs, in relation to this Offer, on November 22, 2019.
Corrigendum to DPS	Corrigendum to the DPS dated September 22, 2020 published on September 23, 2020 in the newspapers in which the DPS was published, by the Manager to the Offer on behalf of the Acquirer, in compliance with the SEBI (SAST) Regulations.
Detailed Public Statement / DPS	Detailed Public Statement dated December 30, 2019, which was published on December 31, 2019 in all editions of Financial Express, Jansatta, Loksatta and Navshakti, issued by the Manager to the Offer, on behalf of the Acquirer, in compliance with the SEBI (SAST) Regulations.
Draft Letter of Offer / DLOF	Draft Letter of Offer dated January 07, 2020.
DTAA	Double Taxation Avoidance Agreement.
Eligible Shareholders or Public Shareholders	All the shareholders of the Target Company who are eligible to tender their shares in the Open Offer, excluding: (i) the promoters, members of the promoter group of the Target Company; (ii) the Acquirer and the PACs; (ii) parties to the SPA; and (iii) persons deemed to be acting in concert with such parties.
Equity Share(s)	Each fully paid-up equity share of the Target Company, having face value of INR 10 each.
FEMA	The Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, as amended or modified from time to time.
FI	Financial Institutions.
FII / FPI	Foreign Institutional Investor or Foreign Portfolio Investor as defined in FEMA.
FIPB	Foreign Investment Promotion Board.
Form of Acceptance	Form of Acceptance-cum-Acknowledgement.

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Identified Date	Tenth Working Day prior to commencement of the Tendering Period for purpose of determining the Eligible Shareholders to whom this Letter of Offer shall be sent i.e. September 18, 2020.
Letter of Offer / LOF	Letter of Offer dated September 23, 2020.
Manager to the Offer	JM Financial Limited.
MF	Mutual Funds.
Mn / Million	1,000,000 units.
NRI	Non-resident Indian.
NSE	National Stock Exchange of India Limited.
OCB	Overseas Corporate Body as defined in Foreign Exchange Management (Deposit) Regulations, 2000.
Offer / Open Offer	The Offer being made by the Acquirer for acquisition of up to 37,82,966 Equity Shares, constituting 25.34% of the Voting Share Capital of the Target Company.
Offer Price	Price of INR 1,042.99 per Equity Share which includes an price of INR 1,030 per Equity Share and an enhancement of INR 12.99 per Equity Share i.e. 10% per annum for the period between November 15, 2019 and December 31, 2019 i.e. the date of the publication of the Detailed Public Statement, in accordance with Regulation 8(12) of the SEBI (SAST) Regulations.
Offer Size	37,82,966 Equity Shares, constituting 25.34% of the Voting Share Capital of the Target Company.
PAC	Collectively refers to PAC 1, PAC 2 and PAC 3.
PAC 1	Vista Equity Partners Perennial, L.P.
PAC 2	Vista Equity Partners Perennial A, L.P.
PAC 3	Accelya Topco Limited.
Public Announcement / PA	Public Announcement dated November 19, 2019 issued by the Manager to the Offer on behalf of the Acquirer, in relation to this Offer and filed with the Stock Exchanges, SEBI and the Target Company in accordance with the SEBI (SAST) Regulations.
RBI	Reserve Bank of India.
Registrar to the Offer	KFin Technologies Private Limited.

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Rs./Rupees/INR	The lawful currency of the Republic of India.
SCRR	Securities Contracts (Regulation) Rules, 1957 and subsequent amendments thereof.
SEBI	Securities and Exchange Board of India.
SEBI (LODR) Regulations	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subsequent amendments thereof.
SEBI (SAST) Regulations	Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof.
SEBI Act	Securities and Exchange Board of India Act, 1992, as amended from time to time.
SPA	Share purchase agreement dated November 15, 2019 executed between the Acquirer, dnata, Warburg Pincus Private Equity XI LP, Warburg Pincus Private Equity XI-B LP, Estera Trust (Jersey) Limited and certain other institutional shareholders of PAC 3 and individuals.
Stock Exchanges	Collectively refers to BSE and NSE.
Target Company	Accelya Solutions India Limited.
Tendering Period	The ten working days period from October 5, 2020 to October 16, 2020 (both days inclusive).
U.S.	United States of America.
USD/US$	United States Dollars.
Voting Share Capital	Total voting equity share capital of the Target Company as on the 10th working day from the closure of the tendering period for the Offer (such Voting Share Capital excludes 1,100 equity shares of the Target Company which were forfeited).
Working Day	Working day as defined under the SEBI (SAST) Regulations, in Mumbai.

Note: All capitalized terms used in the Letter of Offer, but not otherwise defined herein, shall have the meanings ascribed thereto in the SEBI (SAST) Regulations.

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1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (SAST) REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF ACCELYA SOLUTIONS INDIA LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER, PACs OR THE TARGET COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, JM FINANCIAL LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED JANUARY 07, 2020 TO SEBI IN ACCORDANCE WITH THE SEBI (SAST) REGULATIONS. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THE OFFER.

UNITED STATES OF AMERICA

THE OFFER IS BEING MADE FOR SECURITIES OF AN INDIAN COMPANY AND PUBLIC SHAREHOLDERS OF THE TARGET COMPANY IN THE U.S. SHOULD BE AWARE THAT THE LOF AND ANY OTHER DOCUMENTS RELATING TO THE OPEN OFFER HAVE BEEN OR WILL BE PREPARED IN ACCORDANCE WITH INDIAN PROCEDURAL AND DISCLOSURE REQUIREMENTS, INCLUDING REQUIREMENTS REGARDING THE OFFER TIMETABLE AND TIMING OF PAYMENTS, ALL OF WHICH DIFFER FROM THOSE IN THE U.S. ANY FINANCIAL INFORMATION INCLUDED IN THE LOF OR IN ANY OTHER DOCUMENTS RELATING TO THE OFFER HAS BEEN OR WILL BE PREPARED IN ACCORDANCE WITH NON-U.S. ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF COMPANIES IN THE U.S. OR OTHER COMPANIES WHOSE FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

THE RECEIPT OF CASH PURSUANT TO THE OFFER BY A PUBLIC SHAREHOLDER OF THE TARGET COMPANY MAY BE A TAXABLE TRANSACTION FOR U.S. FEDERAL INCOME TAX PURPOSES AND UNDER APPLICABLE U.S. STATE AND LOCAL, AS WELL AS FOREIGN AND OTHER, TAX LAWS. EACH PUBLIC SHAREHOLDER OF THE TARGET COMPANY IS URGED TO CONSULT HIS INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY REGARDING THE TAX CONSEQUENCES OF ACCEPTING THE OFFER.

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IT MAY BE DIFFICULT FOR U.S. HOLDERS OF EQUITY SHARES TO ENFORCE THEIR RIGHTS AND ANY CLAIMS THEY MAY HAVE ARISING UNDER THE U.S. FEDERAL SECURITIES LAWS IN CONNECTION WITH THE OFFER, SINCE THE TARGET COMPANY, THE ACQUIRER AND THE PACs ARE INCORPORATED IN COUNTRIES OTHER THAN THE U.S., AND SOME OR ALL OF THEIR OFFICERS AND DIRECTORS MAY BE RESIDENTS OF COUNTRIES OTHER THAN THE U.S. U.S. HOLDERS OF EQUITY SHARES IN THE TARGET COMPANY MAY NOT BE ABLE TO SUE THE TARGET COMPANY, THE ACQUIRER, THE PACs OR THEIR RESPECTIVE OFFICERS OR DIRECTORS IN A NONU.S. COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. FURTHER, IT MAY BE DIFFICULT TO COMPEL THE TARGET COMPANY, THE ACQUIRER, THE PACs OR THEIR RESPECTIVE AFFILIATES TO SUBJECT THEMSELVES TO THE JURISDICTION OR JUDGMENT OF A U.S. COURT.

NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THE LOF. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE U.S.

General Disclaimer

The Letter of Offer, the Detailed Public Statement and the Public Announcement in connection with the Offer, have been prepared for the purposes of compliance with the SEBI (SAST) Regulations. Accordingly, the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of India. Neither the publication of the Detailed Public Statement nor the delivery of the Letter of Offer, under any circumstances, create any implication that there has been no change in the affairs of the Target Company, the Acquirer, the PACs and any persons deemed to be acting in concert with the Acquirer, since the date hereof or that the information contained herein is correct as at any time subsequent to this date. It is not to be implied that the Acquirer, the PACs, or any persons acting in concert with the Acquirer, are under any obligation to update the information contained herein at any time after this date.

No action has been or will be taken to permit this Offer in any jurisdiction where action would be required for that purpose. The Letter of Offer shall be dispatched to all Public Shareholders whose name appears on the register of members of the Target Company, at their stated address, as of the Identified Date. However, receipt of the Letter of Offer by any shareholder in a jurisdiction in which it would be illegal to make this Offer, or where making this Offer would require any action to be taken (including, but not restricted to, registration of the Detailed Public Statement and/or the Letter of Offer under any local securities laws), shall not be treated by such Public Shareholder as an offer being made to them and shall be construed by them as being sent for information purposes only.

Persons in possession of the Detailed Public Statement and /or the Letter of Offer are required to inform themselves of any relevant restrictions. Any Public Shareholder who tenders his, her or its Equity Shares in this Offer shall be deemed to have declared, represented, warranted and agreed that he, she or it is authorized under the provisions of any applicable local laws, rules, regulations and statutes to participate in this Offer.

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2. DETAILS OF THE OFFER

2.1 BACKGROUND TO THE OFFER

2.1.1 This Offer is a mandatory offer made in compliance with Regulation 3(1), Regulation 4 read with Regulation 5(1) of the SEBI (SAST) Regulations, pursuant to the indirect acquisition of voting rights in and control by the Acquirer, acting through PACs, over the Target Company in terms of the SPA.
2.1.2 The Acquirer has entered into the SPA with dnata, Warburg Pincus Private Equity XI LP, Warburg Pincus Private Equity XI-B LP, Estera Trust (Jersey) Limited and certain other institutional shareholders of PAC 3 and individuals (together, “ Sellers ”), dated November 15, 2019, whereby the Acquirer has agreed to acquire in cash 100% of the issued share capital of PAC 3 comprising 1,012,999 A1 Ordinary Shares of US$0.001 each, 1,814,968,031 A2 Ordinary Shares of US$0.000001 each, 184,513,774 A3 Ordinary Shares of US$0.000001 each, 172,368 B1-I Ordinary Shares of US$0.001 each, 205,292,702 B1-II Ordinary Shares of US$0.000001 each, 25,000 B2 Ordinary Shares of US$1.00 each, 205,297 C Shares of US$0.000001 each and 221,564,378 Preference Shares of US$0.001 each. (“ Underlying Transaction ”).
2.1.3 PAC 3 holds 100% of the issued share capital of Accelya Holdco Limited which in turn holds 100% of the issued share capital of Accelya Finco Limited. Accelya Finco Limited holds 100% of the issued share capital of Accelya Midco Limited which in turn holds 100% of the issued share capital of Accelya Bidco Limited. Accelya Bidco Limited holds 100% of the issued share capital of Accelya Holding World S.L.U. (“ Accelya Holding World ”) which in turn holds 11,143,295 equity shares in the Target Company constituting 74.66% of the total issued, paidup voting share capital of the Target Company.
2.1.4 Under the SPA, the purchase price for the Underlying Transaction has been paid by the Acquirer in cash, with no deferred element, and the Acquirer has acquired 100% of the issued share capital of PAC 3. Therefore, as a result of the consummation of the Underlying Transaction on December 24, 2019, the Acquirer has indirectly acquired the majority of the voting rights in and control over the Target Company. The Offer is being made to the Public Shareholders of the Target Company in accordance with Regulations 3(1), 4 and 5(1) of the SEBI (SAST) Regulations. The offer is not a ‘deemed direct’ offer in terms of Regulation 5(2) of the SEBI (SAST) Regulations.

2.1.5 Certain key terms of the SPA are as follows:

(a) completion of the Underlying Transaction was subject to its approval having been granted, or deemed to have been granted by expiration of the applicable waiting period, by the Competition Authority of Kenya. Such approval was obtained on December 12, 2019;
(b) the purchase price is calculated by reference to a historic locked box accounts of the PAC 3 group dated June 30, 2019; and
(c) the Sellers ( as defined in the SPA ) have given customary title and capacity warranties and certain covenants in respect of leakage of value from the target group and interim controls on the business during the period between signing and completion.
(d) the Purchaser ( as defined in the SPA ) will complete the MTO ( as defined in the SPA ) in accordance with the SEBI (SAST) Regulations, and otherwise also comply with the SEBI (SAST) Regulations.

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2.1.6 The Acquirer and the PACs do not have any definite plans with respect to the Target Company as on the date of the Letter of Offer. The Acquirer and the PACs, with their operational expertise and financial strength, intend to position the Target Company for future growth and creation of value for its stakeholders.
2.1.7 Neither the Acquirer nor the PACs have any nominee directors or representatives on the board of directors of the Target Company as on the date of the LOF.
2.1.8 The Acquirer and the PACs are making this Offer to all Public Shareholders to acquire up to 3,782,966 Equity Shares, constituting 25.34% of the Voting Share Capital of the Target Company.
2.1.9 In terms of Regulation 18(2) of the SEBI (SAST) Regulations, the Letter of Offer is being issued within 7 Working Days from the date of receipt of final comments from SEBI on the Draft Letter of Offer, i.e. September 16, 2020.
2.1.10 Neither the Acquirer nor the PACs have been prohibited by the SEBI from dealing in securities, in terms of Section 11B of the SEBI Act or under any of the regulations made under the SEBI Act.
2.1.11 The committee of independent directors formulated by the Board of Directors of the Target Company in accordance with Regulation 26(6) and 26(7) of the SEBI (SAST) Regulations is required to publish a reasoned recommendation for the Offer at least 2 Working Days before the commencement of the Tendering Period in the same newspapers in which the Detailed Public Statement was published.

2.2 DETAILS OF THE OFFER

2.2.1 The Public Announcement was made and filed with the Stock Exchanges on November 19, 2019 and was sent to the registered office of the Target Company on November 20, 2019 and filed with SEBI November 20, 2019. Further a corrigendum to the PA was issued by the Manager to the Offer on behalf of the Acquirer and the PACs on November 22, 2019 and was filed on November 22, 2019 with the Stock Exchanges and SEBI, and sent to the Target Company at its registered office.
2.2.2 In accordance with Regulation 14(3) of the SEBI (SAST) Regulations, the DPS dated December 30, 2019 was published on December 31, 2019 in the following newspapers:

Newspaper	Language	Editions
Financial Express	English national daily	All editions
Jansatta	Hindi national daily	All editions
Loksatta	Marathi daily	Pune edition, being the regional language of the registered office of the Target Company
Navshakti	Marathi daily	Mumbai edition, being the regional language of the place where the equity shares are listed

2.2.3 In accordance with Regulation 16(1) of the SEBI (SAST) Regulations, the Draft Letter of Offer was filed with SEBI on January 7, 2020.

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2.2.4 Pursuant to receipt of comments from SEBI on the Draft Letter of Offer, and in accordance with regulation 18(5)(b), a Corrigendum to DPS dated September 22, 2020 was published on September 23, 2020 (in the same newspapers in which the DPS was published).
2.2.5 In accordance with Regulation 18(2) of the SEBI (SAST) Regulations, the Letter of Offer is being dispatched to the Public Shareholders.

A copy of the PA, Corrigendum to PA, the DPS, the DLOF, the Corrigendum to DPS, the LOF any other advertisement/ publications to be made in connection with this Offer are also and will be made available on the SEBI website at www.sebi.gov.in, the Target Company at https://w3.accelya.com/, Registrar to the Offer at https://karisma.kfintech.com, Manager to the Offer at www.jmfl.com, BSE at www.bseindia.com and NSE at www.nseindia.com.

2.2.6 This Offer is to acquire up to 3,782,966 Equity Shares constituting 25.34% of the Voting Share Capital of the Target Company at a price of INR 1,042.99 per Equity Share which includes an price of INR 1,030 and an enhancement of INR 12.99 per Equity Share i.e. 10% per annum for the period between November 15, 2019 and December 31, 2019 i.e. the date of the publication of the DPS, in accordance with Regulation 8(12) of the SEBI (SAST) Regulations, payable in cash, in accordance with Regulation 9(1)(a) of SEBI (SAST) Regulations and subject to the terms and conditions set out in the PA, Corrigendum to PA, the DPS, the DLOF, the Corrigendum to DPS and the LOF.
2.2.7 As on the date of the Letter of Offer, there are no outstanding partly paid-up Equity Shares of the Target Company or outstanding convertible instruments (warrants/ fully convertible debentures/ partially convertible debentures) issued by the Target Company.
2.2.8 There is no differential price for the Equity Shares.
2.2.9 This is not a competitive offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
2.2.10 There has been no competing offer to the Acquirer’s Offer. The last date for making such competing offer was January 21, 2020.
2.2.11 This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI (SAST) Regulations.
2.2.12 To the best of the knowledge of the Acquirer and the PACs, no statutory approvals are required by the Acquirer or the PACs to complete this Offer. However, in case any additional statutory approval is required by the Acquirer or the PACs at a later date, this Offer shall be subject to such approvals and the Acquirer or the PACs shall make the necessary applications for such approvals. The Acquirer and the PACs will have the right to withdraw this Offer in accordance with Regulation 23 of the SEBI (SAST) Regulations, if any statutory approval, as may be required, is refused. In the event of withdrawal of the Offer, the same would be informed by way of a public announcement in the same newspapers in which the Detailed Public Statement in relation to the Offer was published and such public announcement will also be sent to SEBI, the Stock Exchanges and to the Target Company.

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2.2.13 Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirer and the PACs shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required in order to complete this Offer.
2.2.14 The acquisition of Equity Shares tendered by NRIs and OCBs is subject to and where applicable such OCBs and NRIs submitting the approval/ exemption from the RBI for tendering their Equity Shares in the Offer.
2.2.15 The Manager to the Offer does not hold any Equity Shares as on the date of the Letter of Offer. The Manager to the Offer further declares and undertakes not to deal on its own account in the Equity Shares during the Offer Period, in terms of Regulation 27(6) of SEBI (SAST) Regulations.
2.2.16 The Offer Price is subject to revisions pursuant to SEBI (SAST) Regulations, if any, or at the discretion of the Acquirer and the PACs at any time prior to 1 Working Day before the commencement of the Tendering Period in accordance with Regulation 18(4) of the SEBI (SAST) Regulations.
2.2.17 Other than the completion of the Underlying Transaction on December 24, 2019, pursuant to which the Target Company became a wholly owned indirect subsidiary of the Acquirer, the Acquirer and the PACs have not acquired any Equity Shares of the Target Company since the date of the PA i.e. November 19, 2019 and up to the date of the LOF.
2.2.18 The Equity Shares, which will be acquired by the Acquirer and the PACs, shall be fully paid-up, free from all liens, charges and encumbrances. The Acquirer shall acquire Equity Shares held by the Public Shareholders who validly tender their Equity Shares in this Offer, together with all rights attached thereto, including all rights to dividends, bonuses and rights offers declared thereof.
2.2.19 The Equity Shares are listed on the Stock Exchanges.
2.2.20 As per Rule 19A of the SCRR, the Target Company is required to maintain at least 25% public shareholding, as determined in accordance with SCRR, on a continuous basis for listing. In the event the public shareholding in the Target Company falls below 25% of the Voting Share Capital pursuant to this Offer, the Acquirer and PACs shall bring down the non-public shareholding in the Target Company to the level specified and within the time period prescribed in the SCRR.

2.3 OBJECT OF ACQUISITION/OFFER

2.3.1 This Offer is being made to the Public Shareholders of the Target Company under Regulation 3(1), 4 and 5(1) of the SEBI (SAST) Regulations as a result of the consummation of the transactions contemplated by the SPA whereby the Acquirer agreed to acquire in cash 100% of the issued share capital of PAC 3 comprising 1,012,999 A1 Ordinary Shares of US$0.001 each, 1,814,968,031 A2 Ordinary Shares of US$0.000001 each, 184,513,774 A3 Ordinary Shares of US$0.000001 each, 172,368 B1-I Ordinary Shares of US$0.001 each, 205,292,702 B1-II Ordinary Shares of US$0.000001 each, 25,000 B2 Ordinary Shares of US$1.00 each, 205,297 C Shares of US$0.000001 each and 221,564,378 Preference Shares of US$0.001 each.

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2.3.2 Pursuant to the completion of the Underlying Transaction on December 24, 2019, Accelya Holding World, a wholly owned indirect subsidiary of the Acquirer, holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital.
2.3.3 The Acquirer and the PACs do not have any definite plans with respect to the Target Company as on the date of the Letter of Offer. The Acquirer and the PACs are a part of Vista Equity Partners Group, with their operational expertise and financial strength, intend to position the Target Company for future growth and creation of value for its stakeholders.
2.3.4 The Offer to the Public Shareholders of the Target Company is to acquire 3,782,966 Equity Shares constituting to 25.34% of the Voting Share Capital of the Target Company.
2.3.5 In terms of Regulation 25(2) of the SEBI (SAST) Regulations, the Acquirer and the PACs have no intention to restructure or alienate, whether by way of sale, lease, encumbrance or otherwise, any material assets of the Target Company or any of its subsidiaries during the period of 2 years from the completion of the Offer Period except in the ordinary course of business; or as provided in the PA, Corrigendum to PA, the DPS, the DLOF, the Corrigendum to DPS or the LOF. If the Acquirer and the PACs intend to restructure or alienate any material assets of the Target Company or its subsidiaries (including on account of regulatory approvals or conditions, or compliance with any law that is binding on or applicable to the operations of the Target Company), within a period of 2 years from completion of the Offer, the Target Company shall seek the approval of its shareholders as required under the proviso to Regulation 25(2) of the SEBI (SAST) Regulations.

3. BACKGROUND OF THE ACQUIRER AND PACS

3.1 AURORA UK BIDCO LIMITED (“Acquirer”)

3.1.1 The Acquirer is a private limited company. It was incorporated on November 12, 2019 as Aurora UK Bidco Limited under the laws of Jersey. Its registered office is located at 22 Grenville Street, St Helier, Jersey, Channel Islands JE4 8PX. There has been no change in the name of Acquirer since its incorporation.
3.1.2 The issued and paid up share capital of the Acquirer amounts to USD 100 and consists of 102 ordinary fully paid up equity share of USD 1.00 each. Aurora UK Midco 2 Limited holds 100% of the issued share capital of the Acquirer and is indirectly controlled by the PAC 1 and PAC 2. The Acquirer is a part of the Vista Equity Partners Group.
3.1.3 The Acquirer is an investment holding company. The Acquirer has not made any previous investments.
3.1.4 The shares of the Acquirer are not listed on any stock exchange in India or abroad.
3.1.5 Pursuant to the completion of the Underlying Transaction, Accelya Holding World, a wholly owned indirect subsidiary of the Acquirer and PAC 3, holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital. The Acquirer has not directly acquired any Equity Shares of the Target Company between the date of the PA i.e. November 19, 2019 and the date of the LOF.

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3.1.6 Other than as mentioned in paragraph 3.1.5, as of the date of the LOF, Acquirer and the directors and key employees of the Acquirer do not have any relationship or interest in the Target Company. There are no directors on the board of the Target Company representing the Acquirer.
3.1.7 The Board of Directors of the Acquirer comprises the following members:

Sr. No.	Name and Designation	DIN	Date of Appointment	Qualification and Experience
1.	Robert F. Smith	-	December 24, 2019	 Robert F. Smith is the Founder, Chairman, and CEO of Vista Equity Partners Management, LLC. Mr. Smith directs Vista’s investment strategy and decisions, firm governance, and investor relations. Prior to founding Vista in 2000, Mr. Smith worked at Goldman Sachs in their investment banking team.  Mr. Smith holds a B.S. in Chemical Engineering from Cornell University and an M.B.A. from Columbia Business School.
2.	Burke Norton	-	November 12, 2019	 Burke Norton is a Principal at Vista Equity Partners Management, LLC. Prior to joining Vista, Mr. Norton was a senior executive officer and member of the Executive Committee at Salesforce, a leading enterprise software company. Prior to Salesforce, Mr. Norton was a senior executive officer and member of the Office of the Chairman at Expedia, a global travel company. Prior to Expedia, Mr. Norton was a Partner at Wilson Sonsini Goodrich & Rosati, where he practiced M&A and securities law.  Mr. Norton holds a J.D. from the University of California, Berkeley, School of Law.
3.	Vincent Burkett	-	December 24, 2019	 Vincent Burkett is an Operating Principal at Vista Equity Partners Management, LLC. Mr. Burkett sits on the Vista Perennial Fund Investment Committee. Prior to joining Vista in 2011, Mr. Burkett was the Executive Chairman and Chief Executive Officer of Ventyx and also spent time working as a Managing Director at Alvarez & Marsal Business Consulting LLC.  Mr. Burkett holds a bachelor’s degree from Texas A&M University.
4.	James Hickey	-	December 24, 2019	 James Hickey is a Principal at Vista Equity Partners Management, LLC. Prior to joining Vista in 2008, Mr. Hickey worked in the technology investment banking practice at William Blair & Company.  Mr. Hickey holds a bachelor’s degree from Williams College and an M.B.A from the Graduate School of Business at the University of Chicago.
5.	Anand Anbalagan	-	December 24, 2019	 Anand Anbalagan is a Senior Vice President at Vista Equity Partners Management, LLC. Prior to joining Vista in 2009, Mr. Anbalagan worked in the technology investment banking group at Morgan Stanley.  Mr. Anbalagan holds bachelor’s degrees in Economics and Engineering from the University of Pennsylvania.

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3.1.8 The Acquirer has not been prohibited by SEBI from dealing in securities pursuant to the terms of any directions issued under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
3.1.9 The Acquirer has not been categorized as a wilful defaulter in terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations.
3.1.10 The Acquirer was incorporated on November 12, 2019 and it being its first year of operations, no financial statements of Acquirer were available as on date of the DPS.
3.1.11 As on the date of the LOF, Acquirer does not have any major contingent liabilities.

3.2 VISTA EQUITY PARTNERS PERENNIAL, L.P. (“PAC 1”)

3.2.1 PAC 1 is an exempted limited partnership which was registered on October 30, 2017 as Vista Equity Partners Perennial, L.P. under the laws of Cayman Islands. Its registered office is located at C/O Maples and Calder, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, KY1-1104. There has been no change in the name of PAC 1 since its incorporation.
3.2.2 PAC 1 is controlled by its general partner VEPP GP, L.P., which is controlled by its general partner, VEPP UGP, Ltd.
3.2.3 PAC 1, along with PAC 2, jointly and indirectly controls Aurora UK Midco 2 Limited, which holds 100% of the share capital of the Acquirer.
3.2.4 PAC 1 is in the business of investment holding and related activities with USD 642.70 million (INR 45,773.99 million) of commitments as at September 30, 2019. PAC 1 has been established to invest in enterprise software, data, and technology-enabled organizations and forms part of Vista Equity Partners’ permanent capital strategy. PAC 1’s portfolio currently consists only of the Accelya group. PAC 1 is a part of the Vista Equity Partners Group .
3.2.5 The shares of PAC 1 are not listed on any stock exchange in India or abroad.
3.2.6 Pursuant to the completion of the Underlying Transaction, Accelya Holding World, a wholly owned indirect subsidiary of the Acquirer and PAC 3 which is jointly controlled by PAC 1 and PAC 2, holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital. The Acquirer has not directly acquired any Equity Shares of the Target Company between the date of the PA i.e. November 19, 2019 and the date of the LOF.
3.2.7 Neither PAC 1, nor its general partner or key employees, have any relationship or interest in the Target Company except for the Underlying Transaction. Further, since PAC 1 is an exempted limited partnership, PAC 1 does not have any directors. Hence, there are no common directors on the board of PAC 1 and the Target Company.
3.2.8 PAC 1 has not been prohibited by SEBI from dealing in securities pursuant to the terms of any directions issued under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
3.2.9 PAC 1 has not been categorized as a wilful defaulter in terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations.

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3.2.10 PAC 1 was registered on October 30, 2017 and its operations commenced on November 21, 2018. The standalone financial information of PAC 1 as at and for the period ended December 31, 2018 extracted from the audited financial statements for the respective period/ financial year, and for the period from January 1, 2019 to October 31, 2019 which have been certified/ reviewed by the statutory auditors, are as follows:

	For the period from January 1, 2019 to October 31, 2019	For the period from January 1, 2019 to October 31, 2019	For the period from November 21, 2018 to December 31, 2018	For the period from November 21, 2018 to December 31, 2018
	USD mn	INR mn	USD mn	INR mn
Profit & Loss Statement
Income from Operations	-	-	-	-
Other Income	-	-	-	-
Total Income	-	-	-	-
Total Expenditure_(Excluding Depreciation, _Interest Expenses and Taxes)	(1.28)	(91.14)	(1.82)	(129.54)
Profit Before Depreciation, Interest Expenses and Taxes	(1.28)	(91.14)	(1.82)	(129.54)
Depreciation	-	-	-	-
Interest Expenses	-	-	-	-
Profit Before Tax	(1.28)	(91.14)	(1.82)	(129.54)
Provision for Tax	(0.00)	(0.06)	-	-
Profit After Tax	(1.28)	(91.20)	(1.82)	(129.54)
Balance Sheet Statement
Sources of funds
Partners' Capital/ (Deficit)	(3.10)	(220.78)	(1.82)	(129.54)
Reserves and Surplus (excluding revaluation reserve)	-	-	-	-
Net worth	(3.10)	(220.78)	(1.82)	(129.54)
Secured Loans	-	-	-	-
Unsecured Loans	-	-	-	-
Liabilities – Due to affiliates	3.10	220.78	1.82	129.54
Total	-	-	-	-
Uses of funds
Net Fixed Assets	-	-	-	-
Investments	-	-	-	-
Other non-current assets	-	-	-	-
Net current assets	-	-	-	-
Total miscellaneous expenditure not written off	-	-	-	-
Total	-	-	-	-
Other Financial Data
Dividend (%)	-	-	-	-
Earnings Per Share	-	-	-	-

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3.2.11 As on the date of the LOF, PAC 1 does not have any major contingent liabilities.

3.3 VISTA EQUITY PARTNERS PERENNIAL A, L.P. (“PAC 2”)

3.3.1 PAC 2 is an exempted limited partnership. It was registered on February 15, 2018 as Vista Equity Partners Perennial A, L.P. under the laws of Cayman Islands. Its registered office is located at C/O Maples and Calder, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, KY1-1104. There has been no change in the name of PAC 2 since its incorporation.
3.3.2 PAC 2 is controlled by its general partner VEPP GP, L.P., which is controlled by its general partner, VEPP UGP, Ltd.
3.3.3 PAC 2, along with PAC 1, jointly and indirectly controls Aurora UK Midco 2 Limited, which holds 100% of the issued share capital of the Acquirer.
3.3.4 PAC 2 is in the business of investment holding and related activities with USD 897.96 million (INR 63,953.26 million) of commitments as at September 30, 2019. PAC 2 has been established to invest in enterprise software, data, and technology-enabled organizations and forms part of Vista Equity Partners’ permanent capital strategy. PAC 2’s portfolio currently consists only of the Accelya group. PAC 2 is a part of the Vista Equity Partners Group .
3.3.5 The shares of PAC 2 are not listed on any stock exchange in India or abroad.
3.3.6 Pursuant to the completion of the Underlying Transaction, Accelya Holding World a wholly owned indirect subsidiary of the Acquirer and PAC 3 which is jointly controlled by PAC 1 and PAC 2, holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital. PAC 1 has not directly acquired any Equity Shares of the Target Company between the date of the PA i.e. November 19, 2019 and the date of the LOF.
3.3.7 Neither PAC 2, nor its general partner or key employees, have any relationship or interest in the Target Company except for the Underlying Transaction. Further, since PAC 2 is an exempted limited partnership, PAC 2 does not have any directors. Hence, there are no common directors on the board of PAC 2 and the Target Company.
3.3.8 PAC 2 has not been prohibited by SEBI from dealing in securities pursuant to the terms of any directions issued under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
3.3.9 PAC 2 has not been categorized as a wilful defaulter in terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations.
3.3.10 PAC 2 was registered on February 15, 2018 and its operations commenced on November 21, 2018. The standalone financial information of PAC 2 as at and for the period ended December 31, 2018 extracted from the audited financial statements for the respective period/ financial year, and for the period from January 1, 2019 to October 31, 2019 which have been certified / reviewed by the statutory auditors, are as follows:

Page 21 of 52

	For the period from January 1, 2019 to October 31, 2019	For the period from January 1, 2019 to October 31, 2019	For the period from November 21, 2018 to December 31, 2018	For the period from November 21, 2018 to December 31, 2018
	USD mn	INR mn	USD mn	INR mn
Profit & Loss Statement
Income from Operations	-	-	-	-
Other Income	-	-	-	-
Total Income	-	-	-	-
Total Expenditure_(Excluding_ Depreciation, Interest Expenses and Taxes)	(2.02)	(144.21)	(2.26)	(161.14)
Profit Before Depreciation, Interest Expenses and Taxes	(2.02)	(144.21)	(2.26)	(161.14)
Depreciation	-	-	-	-
Interest Expenses	-	-	-	-
Profit Before Tax	(2.02)	(144.21)	(2.26)	(161.14)
Provision for Tax	(0.00)	(0.06)	-	-
Profit After Tax	(2.03)	(144.27)	(2.26)	(161.14)
Balance Sheet Statement
Sources of funds
Partners' Capital/ (Deficit)	(4.29)	(305.41)	(2.26)	(161.14)
Reserves and Surplus (excluding revaluation reserve)	-	-	-	-
Net worth	(4.29)	(305.41)	(2.26)	(161.14)
Secured Loans	-	-	-	-
Unsecured Loans	-	-	-	-
Liabilities – Due to affiliates	4.29	305.41	2.26	161.14
Total	-	-	-	-
Uses of funds
Net Fixed Assets	-	-	-	-
Investments	-	-	-	-
Other non-current assets	-	-	-	-
Net current assets	-	-	-	-
Total miscellaneous expenditure not written off	-	-	-	-
Total	-	-	-	-
Other Financial Data
Dividend (%)	-	-	-	-
Earnings Per Share	-	-	-	-

Page 22 of 52

3.3.11 As on the date of the LOF, PAC 2 does not have any major contingent liabilities.

3.4 Accelya Topco Limited (“PAC 3”)

3.4.1 PAC 3 is a private limited company. It was incorporated on March 19, 2014 as Canary Topco Limited under the laws of England and Wales. Its registered office is located at Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER. On April 11, 2019, PAC 3 changed its name from Canary Topco Limited to Accelya Topco Limited.
3.4.2 The issued and paid up share capital of PAC 3 consists of 1,013,001 A1 Ordinary Shares of US$0.001 each, 1,814,968,031 A2 Ordinary Shares of US$0.000001 each, 184,513,774 A3 Ordinary Shares of US$0.000001 each, 172,368 B1-I Ordinary Shares of US$0.001 each, 205,292,702 B1-II Ordinary Shares of US$0.000001 each, 25,000 B2 Ordinary Shares of US$1.00 each, 247,340 C Shares of US$0.000001 each and 221,564,378 Preference Shares of US$0.001 each. The Acquirer holds 100% of the issued share capital of PAC 3, and Aurora UK Midco 2 Limited holds 100% of the issued share capital of the Acquirer and is indirectly controlled by PAC 1 and PAC 2. PAC 3 is part of the Vista Equity Partners Group.
3.4.3 PAC 3 is an investment holding company. Aside from its holding of the Accelya group companies which are a provider of technology products and services to the travel and transport industry and which also includes holding of Accelya Holding World, the promoter of the Target Company, PAC 3 has not made any previous investments. Prior to its acquisition by the Acquirer on December 24, 2019, PAC 3 was the holding company of the Accelya group.
3.4.4 The shares of PAC 3 are not listed on any stock exchange in India or abroad.
3.4.5 Pursuant to the completion of the Underlying Transaction, all of the issued share capital of PAC 3 was directly acquired by the Acquirer. Prior to completion of the Underlying Transaction, Accelya Holding World was a wholly owned indirect subsidiary of PAC 3, and therefore became an indirect subsidiary of the Acquirer upon completion of the Underlying Transaction. As described above, Accelya Holding World holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital. PAC 3 has not directly acquired any Equity Shares of the Target Company between the date of the PA i.e. November 19, 2019 and the date of the LOF.
3.4.6 Other than as mentioned in paragraph 3.4.5, as of the date of the LOF, PAC 3 and the directors and key employees of the PAC 3 do not have any relationship or interest in the Target Company.
3.4.7 The Board of Directors of the PAC 3 comprises the following members:

Sr. No.	Name and Designation	DIN	Date of Appointment	Qualification and Experience
1.	Burke Norton	-	December 27, 2019	 Burke Norton is a Principal at Vista Equity Partners Management, LLC. Prior to joining Vista, Mr. Norton was a senior executive officer and member of the Executive Committee at Salesforce, a leading enterprise software company. Prior to Salesforce, Mr. Norton was a senior executive officer and member of the Office of the Chairman at Expedia, a global travel company. Prior to

Page 23 of 52

Sr. No.	Name and Designation	DIN	Date of Appointment	Qualification and Experience
				Expedia, Mr. Norton was a Partner at Wilson Sonsini Goodrich & Rosati, where he practiced M&A and securities law.  Mr. Norton holds a J.D. from the University of California, Berkeley, School of Law.
2.	Anand Anbalagan	-	December 27, 2019	 Anand Anbalagan is a Senior Vice President at Vista Equity Partners Management, LLC. Prior to joining Vista in 2009, Mr. Anbalagan worked in the technology investment banking group at Morgan Stanley.  Mr. Anbalagan holds bachelor’s degrees in Economics and Engineering from the University of Pennsylvania.

3.4.8 PAC 3 has not been prohibited by SEBI from dealing in securities pursuant to the terms of any directions issued under Section 11B of the SEBI Act or under any other regulations made under the SEBI Act.
3.4.9 PAC 3 has not been categorized as a wilful defaulter in terms of Regulation 2(1)(ze) of the SEBI (SAST) Regulations.
3.4.10 The consolidated financial information of PAC 3 as at and for the periods ended June 30, 2019, June 30, 2018, June 30, 2017 and December 31, 2016, as extracted from the audited financial statements for the respective financial statements, are as follows:

	For the year ended from July 1, 2018 to June 30, 2019	For the year ended from July 1, 2018 to June 30, 2019	For the year ended from July 1, 2017 to June 30, 2018	For the year ended from July 1, 2017 to June 30, 2018	For the period ended from January 1 , 2017 to June 30, 2017	For the period ended from January 1 , 2017 to June 30, 2017	For the year ended from January 1 , 2016 to December 31, 2016	For the year ended from January 1 , 2016 to December 31, 2016
	USD mn	INR mn	USD mn	INR mn	USD mn	INR mn	USD mn	INR mn
Profit & Loss Statement
Income from Operations	184.40	13,133.15	195.733	13,940.38	66.431	4,731.31	85.30	6,074.97
Other Income	-	-	-	-	-	-	0.20	14.09
Total Income	184.40	13,133.15	195.73	13,940.38	66.43	4,731.31	85.49	6,089.06
Total Expenditure (excluding Depreciation, Interest Expenses and Taxes)	(113.71)	(8,098.66)	(135.28)	(9,634.47)	(65.11)	(4637.51)	(114.51)	(8,155.30)
Profit Before Depreciation, Interest Expenses and Taxes	70.688	5,034.50	60.458	4,305.90	1.32	93.80	(29.01)	(2,066.24)
Depreciation	(46.47)	(3,309.52)	(43.00)	(3,062.73)	(12.34)	(878.94)	(2.28)	(162.58)
Interest Expenses	(41.50)	(2,955.76)	(34.78)	(2,476.80)	(11.30)	(805.09)	(1.12)	(79.86)
Profit Before Tax	(17.28)	(1,230.78)	(17.32)	(1,233.63)	(22.33)	(1,590.23)	(32.42)	(2,308.68)
Provision for Tax	3.03	215.80	(3.15)	(224.49)	(2.64)	(188.24)	(0.70)	(49.79)
Profit After Tax	(14.25)	(1,014.98)	(20.47)	(1,458.12)	(24.97)	(1,778.47)	(33.11)	(2,358.47)

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	For the year ended from July 1, 2018 to June 30, 2019	For the year ended from July 1, 2018 to June 30, 2019	For the year ended from July 1, 2017 to June 30, 2018	For the year ended from July 1, 2017 to June 30, 2018	For the period ended from January 1 , 2017 to June 30, 2017	For the period ended from January 1 , 2017 to June 30, 2017	For the year ended from January 1 , 2016 to December 31, 2016	For the year ended from January 1 , 2016 to December 31, 2016
	USD mn	INR mn	USD mn	INR mn	USD mn	INR mn	USD mn	INR mn
Other comprehensive income / loss	(1.42)	(101.35)	(1.70)	(121.29)	36.74	2,616.60	0.06	4.60
Comprehensive income / loss	(15.67)	(1,116.32)	(22.18)	(1,579.41)	11.77	838.13	(33.05)	(2,353.87)
Balance Sheet Statement
Sources of funds
Paid-up share capital	0.00	0.20	0.00	0.20	0.00	0.20	0.03	1.86
Preference Share	0.22	15.74	0.22	15.74	0.22	15.74	0.10	7.27
Reserves and Surplus (excluding revaluation reserve)	169.01	12,037.43	185.99	13,246.77	208.22	14,829.73	51.52	3,669.61
Net worth	169.24	12,053.37	186.22	13,262.71	208.44	14,845.67	51.65	3,678.75
Non-controlling interest	28.48	2,028.24	29.48	2,099.54	31.70	2,257.50	-	-
Secured Loans	457.38	32,575.24	454.808	32,392.06	452.214	32,207.31	-	-
Unsecured Loans	-	-	-	-	-	-	20.00	1,424.43
Other non-current liabilities	111.616	7,949.45	111.224	7,921.53	121.489	8,652.62	3.86	275.02
Total	766.71	54,606.30	781.73	55,675.83	813.84	57,963.11	75.51	5,378.19
Uses of funds
Net Fixed Assets	731.893	52,126.44	744.806	53,046.13	778.027	55,412.17	82.00	5,840.17
Investments	-	-	-	-	-	-	-	-
Other non-current assets	6.328	450.69	4.692	334.17	2.665	189.81	-	-
Net current assets	28.491	2,029.17	32.231	2,295.54	33.152	2,361.13	(6.49)	(461.98)
Total miscellaneous expenditure not written off	-	-	-	-	-	-	-	-
Total	766.71	54,606.30	781.73	55,675.83	813.84	57,963.11	75.51	5,378.19
Other Financial Data
Dividend (%)	-	-	-	-	-	-	-	-
Earnings Per Share*	-	-	-	-	-	-	-	-

*As the issued and paid up capital of PAC 3 consists of multiple class of equity shares as described in point 3.4.2 above, the EPS has not been computed

3.4.11 As on the date of the LOF, PAC 3 does not have any major contingent liabilities.

4. BACKGROUND OF THE TARGET COMPANY

4.1 The Target Company is a public limited company incorporated as Kale Consultants Private Limited on September 25, 1986. The Target Company became a public limited company with effect from October 29, 1997, and, consequently, was named Kale Consultants Limited. Pursuant to a fresh certificate of incorporation issued by the

Page 25 of 52

Registrar of Companies dated July 23, 2012, its name was changed to Accelya Kale Solutions Limited. Subsequently, its name was changed to its present name Accelya Solutions India Limited pursuant to a fresh certificate of incorporation issued by the Registrar of Companies dated May 20, 2019.

4.2 The registered office of the Target Company is located at Accelya Enclave, 685/2B & 2C, 1st Floor, Sharada Arcade, Satara Road, Pune – 411 037. Tel: +91 20 6608 3777 and Fax: +91 20 2423 1639 and its corporate identity number is L74140PN1986PLC041033.
4.3 The Target Company is a leading technology solutions provider to the airline and travel industry and helps airline customers integrate and simplify their financial processes to manage costs, risks, revenue leakages, cash flows, profitability and overall business performance.
4.4 The Target Company is controlled by Accelya Holding World, a wholly owned indirect subsidiary of the Acquirer and PAC 3, which holds 11,143,295 Equity Shares in the Target Company constituting 74.66% of the total issued, paid-up share capital of the Target Company.
4.5 As on the date of the LOF, the total authorized share capital of the Target Company is INR 202,000,000 consisting of 20,200,000 Equity Shares. The issued, subscribed and paid-up share capital of the Target Company is INR 149,262,610 consisting of 14,926,261 Equity Shares as on June 30, 2019.
4.6 The share capital structure of the Target Company is as follows:

Paid-up Equity Shares of Target Company	No. of Shares	% of shares or voting rights
Fully paid-up Equity Shares	14,926,261	100%
Partly paid-up Equity Shares	-	-
Total paid-up Equity Shares	14,926,261	100%
Total voting rights in Target Company	14,926,261	100%

4.7 The Equity Shares were listed on November 16, 1999 on BSE (Scrip ID: ACCELYA; Scrip Code: 532268) and on December 1, 1999 on NSE (Symbol: ACCELYA). The ISIN of Equity Shares of the Target Company is INE793A01012.
4.8 The Equity Shares are not frequently traded on the Stock Exchanges in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations.
4.9 There has been no suspension of trading of the Equity Shares on BSE and NSE.
4.10 There are no Equity Shares of the Target Company that are not listed on BSE and NSE.
4.11 As of the date of the Letter of Offer, there are no (i) partly paid-up Equity Shares; and (ii) outstanding convertible instruments (warrants / fully convertible debentures / partly convertible debentures / employee stock options) issued by the Target Company.

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4.12 The Board of Directors of the Target Company comprises the following directors:

S. No	Name of the Director	Designation	DIN	Date of Appointment
1	John Johnston	Chairman	07258586	August 14, 2015
2	Neela Bhattacherjee	Managing Director	01912483	August 05, 2015
3	Nani Javeri	Independent Director	02731854	July 8, 2013
4	Sekhar Natarajan	Independent Director	01031445	July 7, 2011
5	Sangeeta Singh	Independent Director	06920906	July 18, 2014
6	Jose Maria Hurtado	Non-Executive Non-Independent Director	08621867	November 27, 2019

4.13 The Target Company was not involved in any merger/demerger/spin offs during the last 3 years.
4.13.1 Consolidated unaudited limited review financial information as at and for the three month period ending September 30, 2019 and consolidated audited financial statements for the financial year ended June 30, 2019, June 30, 2018, and June 30, 2017 is provided below. In this regard, please note that the consolidated financial information of the Target Company, as at and for the financial years ended June 30, 2019 and June 30, 2018 have been extracted from the respective audited consolidated financial statements for the said financial years and as at and for the financial year ended June 30, 2017 has been extracted from the comparative financial information in the audited consolidated financial statements as at and for the financial year ended June 30, 2018 and as at and for the three months period ended September 30, 2019 has been extracted from financial statements for the said period which have been subjected to limited review:

(Amount: INR in million)

	Period ended September 30, 2019	Financial Year ended June 30, 2019	Financial Year ended June 30, 2018	Financial Year ended June 30, 2017
Profit & Loss Statement
Income from operations	1,217.81	4,330.25	3,814.23	3,673.97
Other Income	7.34	89.65	45.01	203.10
Total Income	1,225.15	4,419.90	3,859.24	3,877.07
Total Expenditure_(excluding Depreciation, Interest_ Expenses and Taxes)	(675.19)	(2,632.96)	(2,332.06)	(2,229.22)
Profit Before Depreciation Interest and Taxes	549.96	1,786.94	1,527.18	1,647.85
Depreciation	(72.09)	(167.00)	(143.52)	(143.76)

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	Period ended September 30, 2019	Financial Year ended June 30, 2019	Financial Year ended June 30, 2018	Financial Year ended June 30, 2017
Interest	(13.97)	-	-	-
Profit Before Tax	463.89	1,619.94	1,383.66	1,504.09
Tax expense	(138.32)	(556.16)	(491.87)	(531.62)
Profit after tax	325.58	1,063.78	891.79	972.47
Balance Sheet
Sources of Funds
Paid-up share capital	-	149.27	149.27	149.27
Reserves and Surplus (excluding revaluation reserve)	-	1,826.34	1,646.63	1,660.57
Net Worth	-	1,975.61	1,795.90	1,809.84
Secured Loans	-	-	-	-
Unsecured Loans	-	-	-	-
Other non-current liabilities	-	41.62	68.44	67.40
Total	-	2,017.23	1,864.34	1,877.23
Uses of Funds
Net Fixed Assets	-	716.91	695.49	630.01
Investments	-	167.09	364.49	414.81
Other non-current assets	-	202.33	209.04	150.80
Net Current Assets	-	930.90	595.32	681.61
Total miscellaneous expenditure not written off	-	-	-	-
Total	-	2,017.23	1,864.34	1,877.23
Other Financial Data
Dividend (%)	-	320%	460%	510%
Earnings Per Share	21.81	71.27	59.75	65.15

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4.14 Pre and post- offer shareholding pattern of the Target Company as on the date of the Letter of Offer:

			Equity Shares/ voting	Equity Shares/ voting
					Equity Shares/voting
	Shareholding and		rights agreed to be				Shareholding/voting
					rights to be acquired in
			id hih				rights after the
Shareholders’ category	voting rights prior to		acqure wc		this open offer
	the areement/		triggered off the SEBI				acquisition and this
	g				(Assuming full
	acquisition and offer.		(SAST)				offer.
					acceptances)
			Regulations

	(A)		(B)		(C)		(A)+(B)+(C) =(D)
	No.	%1	No.	%1	No.	%1	No.	%1
(1) Promoter group
a. Parties to the agreement, if any2	-	-	-	-	-	-	-	-
b. Promoters other than (a) above3	11,143,295	74.66	See Note 3 below	-	-	-	11,143,295	74.66
			See Note 3
Total 1(a+b)	11,143,295	74.66		-	-	-	11,143,295	74.66
			below

(2) Acquirer4
a. Acquirer	-	-	-	-	3,782,966	25.34	3,782,966	25.34
b. PAC 1	-	-	-	-	-	-	-	-
c. PAC 2	-	-	-	-	-	-	-	-
d. PAC 3	-	-	-	-	-	-	-	-
Total 2 (a+b+c+d)	-	-	-	-	-	-	3,782,966	25.34
Total Promoter group (1 +
	11,143,295	74.66					14,926,261	100.00
2)

(3) Parties to the SPA other
	-	-	-	-	-	-	-	-
than (1)(a) and (2)

(4) Public (other than parties
to agreement, Acquirer and
PACs)
a. FPI/ FIIs / MFs / AIFs/ FIs / Banks	432,900	2.90			(3,782,966)	(25.34)
b. Other Public	33,50,066	22.44
Total (4) (a+b)	3,782,966	25.34			(3,782,966)	(25.34)
Grand Total (1+2+3+4)	14,926,261	100.00					14,926,261	100.00

Notes:

1. Calculated on the basis of the Voting Share Capital of the Target Company.

2. The Acquirer will not directly acquire any shares of the Target Company pursuant to the SPA. There are no parties to an agreement directly acquiring any Equity Shares of the Target Company and no sellers that are selling any Equity Shares of the Target Company as this is an Offer triggered by an indirect acquisition of the Target Company.

3. The Acquirer will not directly acquire any shares of the Target Company pursuant to the SPA. Pursuant to the completion of the Underlying Transaction on December 24, 2019, Accelya Holding World, a wholly owned indirect subsidiary of the Acquirer and PAC 3 which is jointly controlled by PAC 1 and PAC 2, holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital.

4. The Acquirer did not hold any Equity Shares in the Target Company prior to the date of the SPA.

5. The number of shareholders of the Target Company in the “public category” as on September 18, 2020 is 19,133.

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4.15 The Acquirer and the PACs have not acquired any Equity Shares after the date of the PA till the date of the LOF.

5. OFFER PRICE AND FINANCIAL ARRANGEMENTS

5.1 Justification of Offer Price

5.1.1 The Equity Shares of the Target Company are listed and traded on Stock Exchanges.
5.1.2 The traded turnover in the Equity Shares of the Target Company on BSE and NSE during the period November 1, 2018 to October 31, 2019 ( “Twelve Month Period” ), viz. twelve calendar months preceding the calendar month in which the PA is made, is given below:

Stock Exchange	Traded turnover of Equity Shares of the Target Company during the Twelve Month Period (“A”)	Total number of Equity Shares of the Target Company during the Twelve Month Period (“B”)	Traded turnover as % of total number of Equity Shares of the Target Company (A/B)
BSE	192,305	14,926,261	1.29%
NSE	1,356,287	14,926,261	9.09%

Source: Based on the Certificate dated November 19, 2019 issued by MZSK & Associates, Chartered Accountants.

5.1.3 Based on the above information, the Equity Shares of the Target Company are not frequently traded in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations.
5.1.4 This is an indirect acquisition of Target Company in terms of Regulations 5(1) of the SEBI (SAST) Regulations, and such indirect acquisition does not fall within the parameters prescribed under Regulation 5(2) of the SEBI (SAST) Regulations.
5.1.5 The Offer Price of INR 1,042.99 per Equity Share of the Target Company is justified in terms of Regulation 8(3) and 8(4) read with Regulation 8(5) and 8(12) of the SEBI (SAST) Regulations in view of the following:

S. No	Particulars	Price (INR per Equity Share)
A	The highest negotiated price per share of the Target Company under the agreement for any acquisition attracting the obligation to make a PA of this Offer	Not Applicable
B	The volume-weighted average price paid or payable for any acquisition by the Acquirer or PACs during the fifty-two weeks immediately preceding the earlier of, the date on which the primary acquisition is contracted, and the date on which the intention or the decision to make the primary acquisition is announced in the public domain	Not Applicable
C	The highest price paid or payable for any acquisition, whether by the Acquirer or the PACs, during the twenty-six weeks immediately preceding the earlier of, the date on which the primary acquisition is contracted, and the date on which the intention or the decision to make the primary acquisition is announced in the public domain	Not Applicable

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S. No	Particulars	Price (INR per Equity Share)
D	The highest price paid or payable for any acquisition, whether by the Acquirer or by the PACs between the earlier of, the date on which the primary acquisition is contracted, and the date on which the intention or the decision to make the primary acquisition is announced in the public domain, and the date of the PA of this Offer	Not Applicable
E	The volume-weighted average market price of the shares for a period of sixty trading days immediately preceding the earlier of, the date on which the primary acquisition is contracted, and the date on which the intention or the decision to make the primary acquisition is announced in the public domain, as traded on the NSE being the stock exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period, provided such shares are frequently traded	Not Applicable (1)
F	The per equity share value computed under Regulation 8(5), if applicable	900.18(2) (3)
G	Price of shares of the Target Company determined by taking into account valuation parameters including, book value, comparable trading multiples and such other parameters as are customary for valuation of shares of such companies	1,030(4)
H	Price at (G) above including interest in terms of Regulation 8(12) of the SEBI (SAST) Regulations	1,042.99(5)

Notes:

(1) Not applicable as the Equity Shares of the Target Company are listed on BSE and NSE, and are not frequently traded in terms of Regulation 2(1)(j) of the SEBI (SAST) Regulations as per certificate dated November 19, 2019 from MSKA & Associates, Chartered Accountants.

(2) In terms of Regulation 8(5) of the SEBI (SAST) Regulations, an indirect acquisition where: (a) the proportionate net asset value of the target company, as a percentage of the consolidated net asset value of the entity or business being acquired; (b) the proportionate sales turnover of the target company, as a percentage of the consolidated sales turnover of the entity or business being acquired; or (c) the proportionate market capitalization of the target company, as a percentage of the enterprise value for the entity or business being acquired, is in excess of 15%, on the basis of the most recent audited annual financial statements, the acquirer is required to compute and disclose the per equity share value of the target company. As per certificate dated November 19, 2019 from MSKA & Associates, Chartered Accountants, the proportionate sales turnover of the Target Company as a percentage of the consolidated sales turnover of the entity being acquired (i.e. Accelya Topco Limited), is in excess of 15%.
(3) The Acquirer has taken into account a per share price of INR 900.18 for the acquisition of the Target Company for the Underlying Transaction. This has been arrived at on the basis of the volume-weighted average market price of the equity shares of the Target Company for a period of 60 trading days immediately preceding November 15, 2019, i.e., the date when the Acquirer made a formal bid to acquire Aurora Topco Limited.
(4) In the DPS, an offer price of INR 956.09 per Equity Share was offered by the Acquirer and the PACs, consisting of a base price of INR 944.19 per Equity Share (higher of the price of (i) INR 944.19 per Equity Share as per the report dated November 19, 2019 issued by MSKA & Associates, Chartered Accountants, and (ii) INR 939.07 per Equity Share as per the report dated

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November 19, 2019 issued by Bansi S. Mehta & Co., Chartered Accountants) plus interest of INR 11.9 per Equity Share under Regulation 8(12). However, SEBI vide it’s letters dated September 16, 2020, directed the revision of the Offer Price to INR 1,030 per Equity Share, based on the valuation report dated September 9, 2020 by M/s Varma & Varma, Chartered Accountants, together with interest at 10% per annum in terms of Regulation 8(12). M/s Varma & Varma, Chartered Accountants were appointed by SEBI vide its order dated February 14, 2020, as the independent valuer pursuant to Regulation 8(16) of the SEBI (SAST) Regulations, to determine the fair price of the Equity Shares of the Target Company under Regulation 8(4).

M/s Varma & Varma, Chartered Accountants

M/s Varma and Varma, Chartered Accountants (Address: ‘Sreela Terrace’ Level 4, Unit D, 105, 1[st] Main Road, Gandhi Nagar, Adyar, Chennai-600020, India; Tel.: +91 44 24423496; and firm registration number: 04532S), in its valuation report dated September 9, 2020, has arrived at the fair value of INR 1,030.00 per Equity Share based on the comparable companies multiple method and the profit capitalisation method.

Under the comparable companies multiple method, the price to earnings (P/E) multiple of the comparable companies has been arrived at by considering their 60 trading days volume weighted average market price (“ VWAMP ”) and earnings per share. Earnings per share was arrived at by dividing profit after tax (“ PAT ”) adjusted for new tax rate effective September, 2019 (as applicable) and exceptional items of income and expenditure, net of tax, with the weighted average equity shares outstanding of such companies. The average P/E of comparable companies was then applied to adjusted PAT of the Target Company to arrive at the price of the Equity Shares of the Target Company.

Under the profit capitalisation method, the price of Equity Shares has been determined by capitalizing the adjusted PAT for new tax rate effective September, 2019 and exceptional items of income and expenditure net of tax of the Target Company, at cost of equity reduced by constant growth rate being compounded annual growth rate, for past 5 years.

M/s Varma & Varma, Chartered Accountants has applied equal weights to the (i) comparable companies multiple method and (ii) profit capitalisation method to arrive at the Offer Price i.e. the value calculated under the comparable companies multiple was assigned a weight of 1 (one) and the value calculated under the profit capitalisation method was assigned a weight of 1 (one).

MSKA & Associates, Chartered Accountants

“MSKA & Associates, Chartered Accountants (Address: Floor 3, Enterprise Centre, Nehru Road, Near Domestic Airport Vile Parle (E), Mumbai – 400 099, India; Tel.: +91 22 3332 1600; Fax: +91 22 2439 3700; and firm registration number: 105047W), in its valuation report dated November 19, 2019, has arrived at the fair value of Equity Shares of INR 944.19 per share based on the market price method and the comparable companies multiple method.

The market price of the Target Company has been calculated based on Volume Weighted Average Market Price (“ VWAMP ”) of the equity shares of the Target Company for a period of 60 trading days upto the Valuation Date i.e. November 15, 2019.

Under the comparable companies multiple method, the average Price to Earnings (PE) multiple has been arrived at by considering the 60 trading days VWAMP of the comparable companies and the normalized profitability of the comparable companies based on the trailing twelve month (TTM) financials. This average PE multiple has been applied to the TTM normalized profit after tax of the Target Company to arrive at the equity value of the Target Company, which is then divided by the equity shares outstanding to compute the equity value per share of the Target Company.

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MSKA & Associates has applied equal weights to the methods to arrive at the equity value per share of the Target Company. More specifically, the value calculated under the market price method is assigned a weight of 1 (one) and the value calculated under the comparable companies multiple is assigned a weight of 1 (one).”

Bansi S. Mehta & Co., Chartered Accountants

“Bansi S. Mehta & Co., Chartered Accountants (Address: Metro House, 3rd Floor, M. G. Road, Dhobi Talao, Mumbai 400 020, Maharashtra, India; Tel.: 91-22-22014922; Fax: 91-22-22050147; and Firm Registration Number: 100991W), in its valuation report dated November 19, 2019, have arrived at the fair value of Equity Shares of Rs. 939.07 based on the (i) Market Price Method, (ii) Comparable Companies Multiple Method (based on Enterprise Value (“EV”) to Earnings before Interest, Tax, Depreciation and Amortization (“EBIDTA”) multiple (“EV/EBITDA Multiple”) method and Price to Earnings (“P/E”) multiple method), (iii) Income Approach based on Capitalization of Profit After Tax (“PAT”) Method.

The market price of equity shares of the Target Company has been based on the volume weighted average market price on NSE over a period of sixty trading days up to November 15, 2019 (Valuation Date).

Under the Comparable Companies Multiple Approach, Bansi S. Mehta & Co. has used the EV/EBITDA multiple method and P/E Multiple Method to derive the fair value of the Target Company. Bansi S. Mehta & Co. has considered EBITDA, PAT, EV and adjusted market capitalization of comparable companies. The above parameters have been used to arrive at average EV/EBITDA and P/E multiple for comparable companies. Bansi S. Mehta & Co. has relied on the data of EBITDA and PAT of the Target Company, as is emerging from the latest available financial results of the Target Company as on the Valuation Date.

Under the PAT Capitalization Method the Target Company’s adjusted PAT has been capitalized considering assumptions for growth and the cost of equity to arrive at the business value.

Bansi S. Mehta & Co. has arrived at the fair value of equity shares of the Target Company by applying equal weights to the value derived under the Market Price Method, Comparable Companies Multiple Method and Capitalization of PAT Method.”

(5) In accordance with regulation 8(12) of the SEBI (SAST) Regulations, the offer price is required to be enhanced by an amount determined at the rate of 10% per annum for the period between, the earlier of the date on which the primary acquisition is contracted or the date on which the intention or the decision to make the primary acquisition is announced in the public domain (being November 15, 2019), and the date of the detailed public statement, provided such period is more than 5 working days. Accordingly, the price per Equity Share ascribed under (G) above, has been enhanced by INR 12.99 per Equity Share, at the rate of 10% per annum for the period between November 15, 2019 and the date of publication of the DPS i.e. December 31, 2019.

5.1.6 There have been no corporate actions by the Target Company warranting adjustment of the relevant price parameters under Regulation 8(9) of the SEBI (SAST) Regulations.
5.1.7 As on the date of the LOF, except as disclosed in paragraphs 5.1.5 and 5.2.1, there is no revision in the Offer Price or size of the Open Offer. In case of any revision in the Offer Price or size of the Open Offer, the Acquirer and the PACs shall comply with applicable provisions of Regulation 18 of the SEBI (SAST) Regulations and any other provisions of the SEBI (SAST) Regulations which are required to be fulfilled for the said revision in the Offer Price or size of the Open Offer.
5.1.8 In terms of Regulations 18(4) and 18(5) of the SEBI (SAST) Regulations, the Acquirer is permitted to revise the Offer Price or the size of the Offer at any time prior to commencement of the last 1 Working Day before the

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commencement of the tendering period. In the event of such revision, the Acquirer and PACs shall (i) make corresponding increase to the escrow amount (ii) make public announcement in the same newspapers in which the DPS has been published; and (iii) simultaneously notify to BSE, NSE, SEBI and the Target Company at its registered office of such revision.

5.1.9 If the Acquirer or PACs acquire Equity Shares during the period of twenty-six weeks after the tendering period at a price higher than the Offer Price, then the Acquirer and PACs shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose shares have been accepted in the Open Offer within sixty days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under another open offer under the SEBI (SAST) Regulations, or pursuant to the SEBI (Delisting of Equity Shares) Regulations, 2009, or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of shares of the Target Company in any form.

5.2 Financial Arrangements

5.2.1 The total consideration for the Offer, assuming full acceptance, i.e. for the acquisition of 3,782,966 Equity Shares, at the Offer Price of INR 1,042.99 per Equity Share is INR 3,945,595,709 (“ Offer Consideration ”).
5.2.2 The Acquirer published the DPS on December 31, 2019 and in accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer is required to create an escrow for an amount equal to 25% of the Offer Consideration, and, in the event of the escrow account being created is by way of a bank guarantee, then at least 1% of the Offer Consideration should be deposited in cash with a scheduled commercial bank. Accordingly, the total escrow amount required to be created is INR 1,025.85 million.
5.2.3 In this regard, Citibank, N.A (“ Guarantor ”), acting through its office at 1st Floor, DLF Capitol Point, Baba Kharak Singh Marg, Connaught Place, New Delhi – 110001, India, has issued an unconditional, irrevocable and on demand bank guarantee dated December 24, 2019 for an amount of INR 904.00 million (“ Bank Guarantee ”) on behalf of the Acquirer in favor of the Manager. Further, on behalf of the Acquirer, Guarantor, has extended the validity of this unconditional, irrevocable and on demand bank guarantee dated December 24, 2019, for an amount of INR 904 million in favor of the Manager, up to December 31, 2020. (“ Extended Bank Guarantee ”). The Manager to the Offer has been duly authorised to realize the value of the aforesaid Bank Guarantee in terms of the SEBI (SAST) Regulations. The bank issuing the Bank Guarantee is neither an associate company nor a group company of the Acquirer or the Target Company.
5.2.4 Furthermore, the Acquirer and the Manager inter alia have entered into an escrow agreement with Citibank, N.A (“ Escrow Agent ”), acting through its office at 11th Floor, First International Financial Centre, C-54 & 55, G Block, Bandra Kurla Complex, Bandra – East, Mumbai – 400 051, India, dated December 23, 2019 (“ Escrow Agreement ”). Pursuant to the Escrow Agreement, the Acquirer has established an escrow account under the name and style of “Accelya Solutions India Ltd - Escrow Account 2019 Open Offer” (“ Escrow Account ”), and the Acquirer has made a cash deposit of INR 36.72 million (“ Cash Escrow ”). Pursuant to Regulation 17(2) of the SEBI (SAST) Regulations, in light of the revised Offer Price, the Acquirer and PACs have deposited cash of an aggregate amount of INR 87.50 million in the Escrow Account. Therefore, together with the Cash Escrow of INR 36.72 million, the total cash amount deposited by the Acquirer in the said Escrow Account is INR 124.22 million (“ Updated Cash Escrow ”). The Manager has been duly authorized to operate the Escrow Account in terms of the SEBI (SAST) Regulations. The cash deposit has been confirmed by way of a confirmation letter dated December 24, 2019 and September 22, 2020 issued by the Escrow Bank.

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Accordingly, the Acquirer has issued a bank guarantee for 22.91% (INR 904.00 million) and made a cash deposit of 3.15% (INR 124.22 million).

The Extended Bank Guarantee and Updated Cash Escrow of INR 1,028.22 million (26.06% of the Offer Consideration) are in excess of the total escrow amount required to be created in terms of Regulation 17 of the SEBI (SAST) Regulations, being INR 1,025.85 million (an amount equal to 25% of the Offer Consideration, and in the event of the escrow account being created by way of a bank guarantee, then at least 1% of the Offer Consideration deposited in cash with a scheduled commercial bank).

5.2.5 The Acquirer has received commitment letters from PAC 1, pursuant to which PAC 1 has undertaken to provide the Acquirer with the necessary finances to meet the payment obligations under the Offer for an amount aggregating USD 55 million (INR 4,055.98 million). The financing arrangements of PAC 1 consist of uncalled capital commitments. PAC 1 has an uncalled committed capital of USD 710.66 million (INR 52,407.44 million) as of September 17, 2020. The Acquirer has also by way of letters dated November 19, 2019, December 30, 2019 and September 17, 2020 confirmed that, based on the aforementioned, it has sufficient means and capability for the purpose of fulfilling its obligations under the Offer and that firm financial resources/ arrangements through verifiable means are in place to fulfil the obligations under the Offer. After considering the aforementioned, Vishal Laheri & Associates, Chartered Accountants having their offices at Unit No. 1006, 10th Floor, Techno IT Park, Next to Eskay Resort, New Link Road, Borivali (West), Mumbai - 400 092. Tel: 80979 98000 (Mr. Vishal R Laheri, Partner, Membership No. 115033), by way of certificates dated November 19, 2019, December 30, 2019 and September 18, 2020, have certified that the Acquirer has adequate financial resources for fulfilling its obligations under the Offer. ( Exchange rate has been sourced from fil.org.in as on September 16, 2020 : 1 USD = INR 73.7451 )
5.2.6 Based on the above, the Manager to the Offer is satisfied, (i) about the adequacy of resources to meet the financial requirements of the Offer and the ability of the Acquirer along with PAC to implement the Offer in accordance with the SEBI (SAST) Regulations, and (ii) that firm arrangements for payment through verifiable means are in place to fulfill the Offer obligations.
5.2.7 In case of any upward revision in the Offer Price or the size of the Open Offer, the corresponding increase to the escrow amounts as mentioned above shall be made by the Acquirer and/or PACs in terms of Regulation 17(2) of the SEBI (SAST) Regulations, prior to effecting such revision.

6. TERMS AND CONDITIONS OF THE OFFER

6.1 This Offer is being made by the Acquirer and the PACs to: (i) all the Public Shareholders, whose names appear in the register of members of the Target Company as of the close of business on September 18, 2020 i.e. the Identified Date; (ii) the beneficial owners of the Equity Shares whose names appear as beneficiaries on the records of the respective Depositories, as of the close of business on September 18, 2020 i.e. the Identified Date; and (iii) those persons who acquire the Equity Shares any time prior to the date of the Closure of the Tendering Period for this Offer but who are not the registered Public Shareholders.
6.2 The Acquirer and the PACs are making this Offer to all Public Shareholders to acquire up to 3,782,966 Equity Shares, constituting 25.34% of the Voting Share Capital of the Target Company subject to the terms and conditions mentioned in the PA, Corrigendum to PA, DPS, DLOF, the Corrigendum to DPS and the LOF.

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6.3 This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of SEBI (SAST) Regulations.
6.4 Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court cases/attachment orders/restriction from other statutory authorities wherein the Public Shareholder may be precluded from transferring the Equity Shares during pendency of the said litigation, are liable to be rejected if directions/orders are passed regarding the free transferability of such Equity Shares tendered under the Offer prior to the date of closure of the Tendering Period.
6.5 The Acquirer and the PACs will acquire the Equity Shares which are free from all liens, charges, equitable interests and encumbrances. The Acquirer shall acquire the Equity Shares of the Public Shareholders who validly tender their Equity Shares in this Offer, together with all rights attached thereto, including all rights to dividends, bonuses and rights offers declared thereof.
6.6 The Target Company does not have any Equity Shares which are currently locked-in.
6.7 The acceptance of this Offer by Public Shareholders must be absolute and unqualified. Any acceptance of this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever.
6.8 In terms of Regulation 18(9) of the SEBI (SAST) Regulations, the Public Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance during the Tendering Period.
6.9 The Acquirer reserves the right to revise the Offer Price upwards prior to the commencement of the last 1 Working Day prior to the commencement of the Tendering Period, i.e. up to September 30, 2020, in accordance with the SEBI (SAST) Regulations and the revision, if any, in the Offer Price and/or the Offer Size would be announced in the same newspapers where the Detailed Public Statement was published. The Acquirer would pay such revised price for all the Equity Shares validly tendered at any time during the Offer and accepted under the Offer in accordance with the terms of the Detailed Public Statement and the Letter of Offer.
6.10 The acceptance of this Offer is entirely at the discretion of the Public Shareholders of the Target Company.
6.11 None of the Acquirer, the PACs, the Manager to the Offer or the Registrar to the Offer accepts any responsibility for any loss of documents during transit and Public Shareholders are advised to adequately safeguard their interest in this regard.
6.12 The instructions, authorizations and provisions contained in the Form of Acceptance-cum-Acknowledgement constitute part of the terms of the Offer.
6.13 Accidental omission to dispatch the LOF to any Public Shareholder to whom this Offer has been made or nonreceipt of the Letter of Offer by any such Public Shareholder shall not invalidate this Offer in any way.

6.14 Statutory and other approvals:

6.14.1 To the best of the knowledge of the Acquirer and PACs, no statutory approvals are required by the Acquirer and/ or PACs to complete the Open Offer as on the date of the LOF, except as set out below. If, however, any statutory

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or other approval becomes applicable prior to completion of such acquisitions, the Open Offer would also be subject to such other statutory or other approval(s) being obtained.

6.14.2 In terms of Regulation 23(1) of the SEBI (SAST) Regulations, in the event that the approvals (in relation to the acquisition of Equity Shares constituting the Offer Shares) specified in the LOF as set out above or those which become applicable prior to completion of the Open Offer are not received, for reasons outside the reasonable control of the Acquirer, then the Acquirer and the PACs shall have the right to withdraw the Open Offer. In the event of such a withdrawal of the Open Offer, the Acquirer and the PACs (through the Managers) shall, within 2 Working Days of such withdrawal, make an announcement of such withdrawal stating the grounds for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.
6.14.3 NRI and OCB holders of the Equity Shares, if any, must obtain all requisite approvals required to tender the Equity Shares held by them in this Offer (including but not limited to, the approval from the RBI, since the Equity Shares validly tendered in this Offer will be acquired by a non-resident entity), and submit such approvals along with the Form of Acceptance-cum-Acknowledgement and other documents required to accept this Offer. Further, if the Public Shareholders who are not persons resident in India (including NRIs, OCBs, FIIs and FPIs) had required any approvals (including from the RBI or any other regulatory body) at the time of the original investment, in respect of the Equity Shares held by them currently, they will be required to submit copies of such previous approvals along with the other documents required to be tendered to accept this Offer. If such approvals are not submitted, the Acquirer and PACs reserve the right to reject such Equity Shares tendered pursuant to this Offer. If the Equity Shares are held under the general permission of the RBI, the non-resident Shareholders should state that the Equity Shares are held under such general permission and whether such Equity Shares are held on a repatriable basis or a non repatriable basis.
6.14.4 Subject to the receipt of the statutory and other approvals, if any, the Acquirer and the PACs shall complete all procedures relating to the Open Offer, including payment of consideration within 10 Working Days from the closure of the tendering period to those shareholders whose share certificates or other documents are found valid and in order and are approved for acquisition by the Acquirer and the PACs.
6.14.5 By agreeing to participate in this Open Offer (i) the holders of the Equity Shares who are persons resident in India and the (ii) the holders of the Equity Shares who are persons resident outside India (including NRIs, OCBs and FPIs) give the Acquirer the authority to make, sign, execute, deliver, acknowledge and perform all actions to file applications and regulatory reportings, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Acquirer for such regulatory filings, if required by the Acquirer.
6.14.6 Where any statutory approval required for implementing the Offer extends to some but not all of the Public Shareholders, the Acquirer and the PACs shall have the option to make payment to such Public Shareholders in respect of whom no statutory approvals are required in order to complete this Offer.
6.14.7 In case of delay/non-receipt of any approval which may be required by the Acquirer and/or PACs at a later date, as per Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied, that non receipt of the requisite statutory approval(s) was not attributable to any willful default, failure or neglect on the part of the Acquirer or the PACs to diligently pursue such approval(s), grant an extension of time for the purpose of completion of this Open Offer, subject to such terms and conditions as may be specified by SEBI, including payment of interest by the

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Acquirer and the PACs to the Public Shareholders at such rate, as may be prescribed by SEBI from time to time, in accordance with Regulation18(11) of the SEBI (SAST) Regulations.

7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

7.1 The Offer will be implemented by the Acquirer and/ or the PACs through the stock exchange mechanism made available by the Stock Exchanges in the form of a separate window (“ Acquisition Window ”) as provided under the SEBI (SAST) Regulations and the SEBI circular CIR/CFD/POLICY/CELL/1/2015 dated April 13, 2015 issued by SEBI read with the SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, as amended from time to time, and notices / guidelines issued by Stock Exchanges and the Clearing Corporation in relation to the mechanism / process for the acquisition of shares through the stock exchange pursuant to the tender offers under takeovers, buy back and delisting, as amended and updated from time to time (“ Acquisition Window Circulars ”).
7.2 National Stock Exchange of India Limited shall be the designated stock exchange for the purpose of tendering shares in the Offer ( “Designated Stock Exchange ”).
7.3 The Letter of Offer with the Form of Acceptance-cum-Acknowledgement will be sent to the Public Shareholders whose names appear on the register of members of the Target Company and to the beneficial owners of the Equity Shares whose names appear in the beneficial records of the respective depositories, as of the close of business on the Identified Date.
7.4 The Public Announcement, the Corrigendum to PA, the Detailed Public Statement, the Corrigendum to DPS, the Letter of Offer and the Form of Acceptance-cum-Acknowledgement will also be available on the website of SEBI at www.sebi.gov.in., the Target Company at https://w3.accelya.com/, Registrar to the Offer at https://karisma.kfintech.com, Manager to the Offer at www.jmfl.com, BSE at www.bseindia.com and NSE at www.nseindia.com. In case of non-receipt of the Letter of Offer, all Public Shareholders including those who have acquired Equity Shares of the Target Company after the Identified Date, if they so desire, may download the Letter of Offer or the Form of Acceptance-cum-Acknowledgement from SEBI’s website for applying in the Offer.
7.5 All the Public Shareholders who desire to tender their Equity Shares under the Offer should consult with their depository participants and their respective stock brokers (“ Selling Broker ”) well in advance to understand the process and methodology in relation to tendering of the Equity Shares through the Stock Exchanges during the Tendering Period. The Buying Broker may also act as Selling Broker for Public Shareholders.
7.6 The Acquirer has appointed JM Financial Services Limited (“ Buying Broker ”) as its broker for the Offer through whom the purchase and settlement of the Equity Shares tendered in the Offer will be made. The contact details of the Buying Broker are as mentioned below:

JM Financial Services Limited

5[th] floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025, India.

Tel: +91 22 6630 3030, +91 22 6630 3262; Fax: +91 22 6630 3330 Contact Person: Ms. Prachee Dhuri

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7.7 The Acquisition Window will be provided by both NSE and BSE to facilitate placing of sell orders. The Selling Broker can enter orders for Equity Shares in dematerialized form or physical form.
7.8 Public Shareholders can tender their shares only through a broker with whom the shareholder is registered as client (KYC Compliant). In the event Seller Broker(s) are not registered with BSE or NSE if the Shareholder does not have any stock broker then that Shareholder can approach any BSE or NSE registered stock broker and can make a bid by using quick unique client code (“ UCC ”) facility through that BSE or NSE registered stock broker after submitting the details as may be required by the stock broker to be in compliance with applicable law and regulations. In case Public Shareholder is not able to bid using quick UCC facility through any other BSE or NSE registered stock broker then the Public Shareholder may approach Company's Broker viz. JM Financial Services Limited, to bid by using quick UCC facility. The Shareholder approaching BSE or NSE registered stock broker (with whom he does not have an account) may have to submit following details:
7.8.1 In case of Shareholder being an individual
(a) If Shareholder is registered with KYC Registration Agency (“ KRA ”): Forms required:
- i. Central Know Your Client (CKYC) form including including Foreign Account Tax Compliance Act (FATCA), In Person Verification (IPV), Original Seen and Verified (OSV) if applicable
- ii. Know Your Client (KYC) form Documents required (all documents self-attested): Bank details (cancelled cheque)
- iii. Demat details (Demat Master /Latest Demat statement)

(b) If Shareholder is not registered with KRA: Forms required:

i. CKYC form including FATCA, IPV, OSV if applicable
ii. KRA form
iii. KYC form Documents required (all documents self-attested): PAN card copy
Address proof
Bank details (cancelled cheque)
iv. Demat details (Demat master /Latest Demat statement)

It may be noted that other than submission of above forms and documents in person verification may be required.

7.8.2 In case of Shareholder is HUF:

(a) If Shareholder is registered with KRA : Forms required:

i. CKYC form of KARTA including FATCA, IPV, OSV if applicable
ii. KYC form documents required (all documents self-attested): Bank details (cancelled cheque)
iii. Demat details (Demat Master /Latest Demat statement)

(b) If Shareholder is not registered with KRA: Forms required:

i. CKYC form of KARTA including FATCA, IPV, OSV if applicable
ii. KRA form
iii. Know Your Client (KYC) form Documents required (all documents self-attested): PAN card copy of HUF & KARTA

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Address proof of HUF & KARTA HUF declaration

Bank details (cancelled cheque)

iv. Demat details (Demat master /Latest Demat statement)

It may be noted that other than submission of above forms and documents in person verification may be required.

7.8.3 In case of Shareholder other than Individual and HUF:

(a) If Shareholder is KRA registered: Form required

i. Know Your Client (KYC) form Documents required (all documents certified true copy) Bank details (cancelled cheque)
ii. Demat details (Demat master /Latest Demat statement)
iii. FATCA, IPV, OSV if applicable
iv. Latest list of directors/authorised signatories/partners/trustees
v. Latest shareholding pattern
vi. Board resolution
vii. Details of ultimate beneficial owner along with PAN card and address proof
viii. Last 2 years financial statements

(b) If Shareholder is not KRA registered: Forms required:

i. KRA form
ii. Know Your Client (KYC) form Documents required (all documents certified true copy): PAN card copy of company/ firm/trust
Address proof of company/ firm/trust
Bank details (cancelled cheque)
iii. Demat details (Demat Master /Latest Demat statement)
iv. FATCA, IPV, OSV if applicable
v. Latest list of directors/authorised signatories /partners/trustees
vi. PAN card copies & address proof of directors/authorised signatories/partners/trustees
vii. Latest shareholding pattern
viii. Board resolution/partnership declaration
ix. Details of ultimate beneficial owner along with PAN card and address proof
x. Last 2 years financial statements
xi. MOA/Partnership deed /trust deed

It may be noted that, other than submission of above forms and documents, in person verification may be required.

It may be noted that above mentioned list of documents is an indicative list. The requirement of documents and procedures may vary from broker to broker.

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7.9 Procedure For Tendering Shares Held In Dematerialized Form

7.9.1 The Public Shareholders who are holding Equity Shares in electronic/ dematerialised form and who desire to tender their Equity Shares in this Offer shall approach their respective Selling Broker indicating to their Selling Broker the details of Equity Shares that such Public Shareholder intends to tender in this Offer. Public Shareholders should tender their Equity Shares before market hours close on the last day of the Tendering Period.
7.9.2 The Selling Broker would be required to place an order/bid on behalf of the Public Shareholders who wish to tender Equity Shares in the Open Offer using the Acquisition Window of the Stock Exchanges. Before placing the order/bid, the Public Shareholder would be required to transfer the tendered Equity Shares to the Clearing Corporation, by using the early pay in mechanism as prescribed by the Stock Exchanges or the Clearing Corporation, prior to placing the order/bid by the Selling Broker.
7.9.3 Upon placing the order, the Selling Broker shall provide Transaction Registration Slip (“ TRS ”) generated by the stock exchange bidding system to the Equity Shareholder. TRS will contain details of order submitted like bid ID No., DP ID, Client ID, no. of Equity Shares tendered, etc.
7.9.4 On receipt of TRS from the respective Seller Broker, the Public Shareholder has successfully placed the bid in the Offer.
7.9.5 Modification/cancellation of orders will not be allowed during the tendering period of the Offer.
7.9.6 For custodian participant, orders for demat Equity Shares early pay-in is mandatory prior to confirmation of order by the custodian. The custodians shall either confirm or reject orders not later than 6:00 PM on the last day of the Tendering Period. Thereafter, all unconfirmed orders shall be deemed to be rejected.
7.9.7 The details of settlement number for early pay-in of equity shares shall be informed in the issue opening circular that will be issued by the Stock Exchanges / Clearing Corporation, before the opening of the Offer.
7.9.8 The Public Shareholders will have to ensure that they keep their DP account active and unblocked to successfully facilitate the tendering of the Equity Shares and to receive credit in case of return of Equity Shares due to rejection or due to prorated Offer.
7.9.9 The cumulative quantity tendered shall be made available on the website of the BSE (www.bseindia.com) and NSE (www.nseindia.com) throughout the trading sessions and will be updated at specific intervals during the Tendering Period.

7.10 Procedure for tendering shares held in Physical Form

7.10.1 As per the provisions of Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, the shareholders holding shares in physical form are allowed to tender their shares in the Offer with effect from July 31, 2020.

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7.10.2 The Public Shareholders who are holding equity shares in physical form and are desirous of tendering their equity shares in the Offer shall approach the relevant Selling Broker and submit the following set of documents for verification:
(i) Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/joint shareholders whose name(s) appears on the share certificate(s) and in the same order and as per the specimen signature lodged with the Target Company;
(ii) Original share certificate(s);
(iii) Valid share transfer deed(s) (Form SH-4) duly signed as transferor(s) by the sole/joint shareholder(s) in the same order and as per specimen signatures lodged with the Target Company and duly witnessed at the appropriate place;
(iv) Self-attested PAN Card copy (in case of joint holders, PAN card copy of all transferors);
(v) Any other relevant document such as (but not limited to) powers of attorney and/or corporate authorizations (including board resolution(s)/specimen signature(s)), Notarized Copy of death Certificate/ succession certificate or probated will, if the original shareholder has deceased, etc.
(vi) Self-attested copy of proof of address such as valid Aadhar card, voter ID, passport or driving license.
7.10.3 The Selling Broker(s) should place bids on the exchange platform including the relevant details as specified on the physical share certificate(s). The Selling Broker (s) shall print the TRS generated by the exchange bidding system. The TRS will contain the details of order submitted such as Folio No., Certificate No., Dist. Nos. and number of Equity Shares.
7.10.4 The Selling Broker(s)/Public Shareholder must deliver the share certificates relating to its Equity Shares and other documentation listed in paragraph (a) above along with the TRS to the Registrar to the Offer i.e. KFin Technologies Private Limited at the address mentioned on the cover page. The envelope should be superscribed “ASIL Open Offer”. Share certificates for physical shares must reach the Registrar to the Offer within 2 (two) days of Offer Closing Date.
7.10.5 The Public Shareholders holding physical shares should note that their Equity Shares will not be accepted unless the complete set of documents specified in paragraph 7.10.1 above are submitted. Acceptance of the physical shares in this Offer shall be subject to verification by the Registrar to the Offer. On receipt of the confirmation from the Registrar to the Offer, the bid will be accepted or rejected (as applicable) and accordingly depicted on the exchange platform.
7.10.6 Public Shareholders who have sent the Equity Shares held by them for dematerialization need to ensure that the process of dematerialization is completed in time for the credit in the Demat Account, to be received on or before the closure of the Tendering Period or else their application will be rejected.
7.10.7 The Acquirer and the PAC hereby undertake to comply with the provisions of SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2020/139 dated July 27, 2020 read with SEBI Circular no.

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SEBI/CIR/CFD/DCR1/CIR/P/2020/83 dated May 14, 2020 in relation to procedural matters relating to takeovers, including in relation to dispatch of the Letter of Offer to the Public Shareholders.

7.11 Acceptance of Shares

Registrar to the Offer shall provide details of order acceptance to Clearing Corporation within specified timelines.

7.12 Procedure for tendering Equity Shares in case of non-receipt of Letter of Offer

7.12.1 Persons who have acquired Equity Shares but whose names do not appear in the register of members of the Target Company on the Identified Date, or unregistered owners or those who have acquired Equity Shares after the Identified Date, or those who have not received the Letter of Offer, may also participate in this Offer.
7.12.2 Public Shareholders may participate in the Offer by approaching their Selling Broker and tender the Equity Shares in the Offer as per the procedure mentioned in the Letter of Offer or in the relevant Form of Acceptance-cumAcknowledgment.
7.12.3 The Letter of Offer along with a Form of Acceptance-cum-Acknowledgement, will be dispatched to all the Public Shareholders of the Target Company (through electronic mode or physical mode), whose names appear on the register of members of the Target Company and to the beneficial owners of the Target Company in dematerialized form or physical form whose names appear on the beneficial records of the respective depositories, in either case, at the close of business hours on the Identified Date.
7.12.4 In case of non-receipt of the Letter of Offer, such Public Shareholders of the Target Company may download the same from the website of SEBI at www.sebi.gov.in , the Target Company at https://w3.accelya.com/, Registrar to the Offer at https://karisma.kfintech.com, Manager to the Offer at www.jmfl.com, BSE at www.bseindia.com and NSE at www.nseindia.com or obtain a physical copy of the same from the Registrar to the Offer on providing suitable documentary evidence of holding of the Equity Shares of the Target Company.
7.12.5 Alternatively, in case of non-receipt of the Letter of Offer, the Public Shareholders holding the Equity Shares may participate in the Offer by providing their application in plain paper in writing signed by all shareholder(s), stating name, address, number of shares held, client identification number, depository participant name, depository participant identification number, number of shares tendered and other relevant documents as mentioned. Such Public Shareholders have to ensure that their order is entered in the electronic platform to be made available by the Stock Exchanges before the closure of the Tendering Period.

7.13 Settlement Process

7.13.1 On the closure of the Tendering Period, reconciliation for acceptances shall be conducted by the Manager to the Offer and the Registrar to the Offer, and the final list of accepted Equity Shares shall be provided to the Stock Exchanges to facilitate settlement on the basis of the Equity Shares transferred to the Clearing Corporation.

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7.13.2 The settlement of trades shall be carried out in the manner similar to settlement of trades in the Acquisition Window Circulars.
7.13.3 For Equity Shares accepted under the Offer, the Clearing Corporation will make direct funds payout to respective eligible Public Shareholders bank account linked to its demat account. If shareholders’ bank account details are not available or if the funds transfer instruction is rejected by RBI/Bank, due to any reason, then such funds will be transferred to the concerned Selling Broker settlement bank account for onward transfer to their respective shareholders.
7.13.4 In case of certain client types viz. NRI, Foreign Clients etc. (where there are specific RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would be given to their respective Selling Broker’s settlement accounts for releasing the same to their respective Shareholder’s account onwards.
7.13.5 The Public Shareholders will have to ensure that they keep the DP account active and unblocked to receive credit in case of return of Equity Shares, due to rejection or due to non –acceptance of the shares under the Offer.
7.13.6 Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Public Shareholders would be returned to them by the Clearing Corporation.
7.13.7 The direct credit of Equity Shares shall be given to the demat account of Acquirer as indicated by the Buying Broker.
7.13.8 Once the basis of acceptance is finalised, the Clearing Corporation would facilitate clearing and settlement of trades by transferring the required number of Equity Shares to the demat account of Acquirer.
7.13.9 In case of partial or non-acceptance of orders the balance demat Equity Shares shall be returned directly to the demat accounts of the Public Shareholders. However, in the event of any rejection of transfer to the demat account of the Public Shareholder for any reason, the demat Equity Shares shall be released to the securities pool account of their respective Selling Broker and the Selling Broker will thereafter transfer the balance Equity Shares to the respective Public Shareholders.
7.13.10 Unaccepted share certificate(s), transfer deed(s) and other documents, if any, will be returned by registered post at the registered Shareholders'/ unregistered owners' sole risk to the sole/ first shareholder/ unregistered owner. The Target Company is authorized to split the share certificate and issue new consolidated share certificate for the unaccepted Equity Shares, in an event the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Open Offer by the Public Shareholders holding Equity Shares in the physical form.
7.13.11 Any Equity Shares that are subject matter of litigation or are held in abeyance due to pending court cases / attachment orders / restriction from other statutory authorities wherein the Public Shareholder may be precluded from transferring the Equity Shares during pendency of the said litigation are liable to be rejected if directions / orders regarding these Equity Shares are not received together with the Equity Shares tended under the Offer.

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7.13.12 If Public Shareholders bank account details are not available or if the fund transfer instruction is rejected by Reserve Bank of India or bank, due to any reasons, then the amount payable to Public Shareholders will be transferred to the Selling Broker for onward transfer to the Equity Shareholder.
7.13.13 Public Shareholders who intend to participate in the Offer should consult their respective Selling Broker for any cost, applicable taxes, charges and expenses (including brokerage) that may be levied by the Selling Broker upon the selling shareholders for tendering Equity Shares in the Offer (secondary market transaction). The Offer consideration received by the Public Shareholders, in respect of accepted Equity Shares, could be net of such costs, applicable taxes, charges and expenses (including brokerage) and the Company accepts no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by the Public Shareholders.
7.13.14 In case of delay in receipt of any statutory approval(s), SEBI has the power to grant extension of time to Acquirer for payment of consideration to the shareholders of the Target Company who have accepted the Open Offer within such period, subject to Acquirer agreeing to pay interest for the delayed period if directed by SEBI in terms of Regulation 18 (11) of the SEBI (SAST) Regulations.

7.14 Note on Taxation / Compliance with tax requirements

THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT PROVISIONS OF THE INCOME-TAX ACT, 1961 AND THE REGULATIONS THEREUNDER THE LEGISLATIONS, THEIR JUDICIAL INTERPRETATION AND THE POLICIES OF THE REGULATORY AUTHORITIES ARE SUBJECT TO CHANGE FROM TIME TO TIME, AND THESE MAY HAVE ABEARING ON THE IMPLICATIONS LISTED BELOW. ACCORDINGLY, ANYCHANGE OR AMENDMENTS IN THE LAW OR RELEVANT REGULATIONS WOULD NECESSITATE A REVIEW OF THE BELOW.

THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT INCOME-TAX IMPLICATIONS. THIS NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES.

THE IMPLICATIONS ARE ALSO DEPENDENT ON THE SHAREHOLDERS FULFILLING THE CONDITIONS PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE RELEVANT TAX LAWS. IN VIEW OF THE PARTICULARISED NATURE OF INCOME-TAX CONSEQUENCES, SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE TAX OFFICERS IN THEIR CASE AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE.

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THE ACQUIRER DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF SUCH ADVICE. THEREFORE, SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE SUMMARY OF INCOME-TAX IMPLICATIONS, RELATING TO THE TREATMENT OF INCOME-TAX IN THE CASE OF TENDERING OF LISTED EQUITY SHARES IN OPEN OFFER, AS SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR GUIDANCE PURPOSES ONLY.

7.14.1 General:

a) The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a tax year. The Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident is liable to income-tax in India on his worldwide income, subject to certain tax exemptions, which are provided under the Income Tax Act. A person who is treated as a non-resident for Indian income-tax purposes is generally subject to tax in India only on such person’s India-sourced income (i.e. income which accrues or arises or deemed to accrue or arise in India) as also income received by such persons in India. In case of shares of a company, the source of income from shares will depend on the “situs” of such shares. As per judicial precedents, generally the “situs” of the shares is where a company is “incorporated” and where its shares can be transferred.
b) Accordingly, since the Target Company is incorporated in India, the Target Company’s shares should be deemed to be “situated” in India and any gains arising to a non-resident on transfer of such shares should be taxable in India under the Income Tax Act.
c) Further, the non-resident shareholder can avail benefits of the Double Taxation Avoidance Agreement (“ DTAA ”) between India and the respective country of which the said shareholder is tax resident subject to satisfying relevant conditions including non-applicability of General Anti-Avoidance Rule (“ GAAR ”) and providing and maintaining necessary information and documents as prescribed under the Income Tax Act.
d) The Income Tax Act also provides for different income-tax regimes/ rates applicable to the gains arising from the tendering of shares under the Offer, based on the period of holding, residential status, classification of the shareholder and nature of the income earned, etc.
e) The summary of income-tax implications on tendering of listed equity shares on recognised stock exchanges in India is set out below. All references to equity shares herein refer to listed equity shares unless stated otherwise.
7.14.2 Classification of Shareholders: Shareholders can be classified under the following categories:
a) Resident Shareholders being:
- i. Individuals, Hindu Undivided Family (“ HUF ”), Association of Persons (“ AOP ”) and Body of Individuals (“ BOI ”)
- ii. Others
b) Non-Resident Shareholders being:
- i. NRIs
- ii. FIIs / FPIs iii. Others:
  - Company
  - Other than company

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7.14.3 Classification of Income: Shares can be classified under the following two categories
a) Shares held as investment (Income from transfer taxable under the head “ Capital Gains
b) Shares held as stock-in-trade (Income from transfer taxable under the head “ Profits and Gains from Business or Profession ”)

Gains arising from the transfer of shares may be treated either as “capital gains” or as “business income” for income-tax purposes, depending upon whether such shares were held as a capital asset or trading asset (i.e. stock-in-trade).

7.14.4 Shares held as investment: As per the provisions of the Income Tax Act, where the shares are held as investments (i.e. capital asset), income arising from the transfer of such shares is taxable under the head “Capital Gains”. Capital Gains in the hands of shareholders will be computed as per provisions of Section 48 of the Income Tax Act.
7.14.5 Period of holding : Depending on the period for which the shares are held, the gains will be taxable as “short-term capital gain” or “long-term capital gain”:
a) In respect of equity shares held for a period less than or equal to 12 months prior to the date of transfer, the same should be treated as a “short-term capital asset”, and accordingly the gains arising therefrom should be taxable as “short term capital gains” (“ STCG ”).
b) Similarly, where equity shares are held for a period more than 12 months prior to the date of transfer, the same should be treated as a “long-term capital asset”, and accordingly the gains arising therefrom should be taxable as “long-term capital gains” (“ LTCG ”).
7.14.6 Tendering of Shares in the Offer through a Recognized Stock Exchange in India : Where a transaction for transfer of such equity shares (i.e. acceptance under an open offer) is transacted through recognised stock exchanges and is chargeable to Securities Transaction Tax (“ STT ”), then the taxability will be as under (for all categories of shareholders):
a) The Finance Act, 2018 has withdrawn the exemption under section 10(38) for LTCG arising from transfer of equity shares on or after 1 April 2018. Section 112A of the Income Tax Act provides for taxation of income arising from the transfer of such shares, which is explained in the following paragraphs.
b) The gain accrued on such equity shares till 31 January 2018 has been exempted by providing that for the purpose of computing LTCG the cost of shares acquired before 1 February 2018 shall be the higher of the following:
- i. Actual cost of acquisition; or
- ii. Lower of: (A) fair market value, and (B) full value of consideration received or accruing as a result of the transfer of the shares. Fair market value has been defined to mean the highest price of the equity share quoted on any recognized stock exchange on 31 January 2018.
c) After taking into account the exemption provided above, LTCG arising from transfer of equity shares, exceeding Rs.100,000, will be taxable at 10% without allowing the benefit of indexation.
d) However, section 112A of the Income Tax Act shall not apply if such equity shares were acquired on or after 1 October 2004 and securities transaction tax (‘STT under Chapter VII of the Finance (No. 2) Act, 2004’) was not paid. In this regard, the Central Government has issued a notification no. 60/2018/F. No. 370142/9/2017-TPL dated 1st October, 2018, providing certain situations wherein section 112A of the

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Income Tax Act will continue to be applicable even if STT is not paid at the time of acquisition of equity shares. The notification provides for the following situations:

i. Where acquisition of existing listed equity share in a company, whose equity shares are not frequently traded on recognised stock exchanges of India, was made through a preferential issue, subject to certain exceptions;
ii. Where transaction for acquisition of existing listed equity share in a company was not entered through recognised stock exchanges of India, subject to certain exceptions;
iii. Acquisition of equity share of a company during the period beginning from the date on which the company was delisted from recognised stock exchanges and ending on the date on which the company was again listed on recognised stock exchanges in accordance with the Securities Contracts (Regulation) Act, 1956 read with the SEBI Act and any rules made thereunder.

The notification inter alia provides certain exceptions to the above situations where the provisions of Section 112A will not apply.

e) Where provisions of section 112A are not applicable, LTCG will be chargeable to tax at 20%. However, for a resident shareholder, an option is available to pay tax on such LTCG under section 112 at either 20% with indexation or 10% without indexation.
f) STCG arising from such transaction will be subject to tax @ 15% under Section 111A of the Income Tax Act.
g) Further, in case of resident Individual or HUF, the benefit of maximum amount which is not chargeable to income-tax is required to be considered while computing tax on such LTCG or STCG taxable under Section 112, 112A or 111A of the Income Tax Act. In addition to the above LTCG or STCG tax, applicable Surcharge, Health and Education Cess are leviable (Please refer to Paragraph 7.14.9 for rate of surcharge and cess).
h) Minimum alternate tax (“ MAT ”) implications will get triggered in the hands of a resident corporate shareholder. Foreign companies will not be subject to MAT if the country of residence of such of the foreign country has entered into a DTAA with India and such foreign company does not have a permanent establishment in India in terms of the DTAA.
i) Non-resident shareholders can avail beneficial provisions of the applicable DTAA entered into by India subject to fulfilling of the relevant conditions and the documentary compliance prescribed under the Income Tax Act.
7.14.7 Shares held as Stock-in-Trade : If the shares are held as stock-in-trade by any of the eligible Shareholders of the Target Company, then the gains will be characterized as business income and taxable under the head “Profits and Gains from Business or Profession”.
a) Resident Shareholders Profits of:
- (A) Individuals, HUF, AOP and BOI will be taxable at applicable slab rates.

(B) Domestic companies having total turnover or gross receipts during the previous year 2017-18 not exceeding Rs. 400 crore will be taxable @ 25% from AY 2020-21.

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No benefit of indexation by virtue of period of holding will be available in any case.

b) Non Resident Shareholders

(A) Non-resident Shareholders can avail beneficial provisions of the applicable DTAA entered into by India with the relevant shareholder country but subject to fulfilling relevant conditions and maintaining & providing necessary documents prescribed under the Income Tax Act.

(B) Where DTAA provisions are not applicable:

For non-resident individuals, HUF, AOP and BOI, profits will be taxable at slab rates
For foreign companies, profits will be taxed in India @ 40%
For other non-resident Shareholders, such as foreign firms, profits will be taxed in India @ 30%.

In addition to the above, applicable Surcharge, Health and Education Cess are leviable for Resident and Non Resident Shareholders.

7.14.8 Tax Deduction at Source

(a) In case of Resident Shareholders

In absence of any specific provision under the Income Tax Act, the Acquirer is not required to deduct tax on the consideration payable to resident Shareholders pursuant to the said offer.

(b) In case of Non-resident Shareholders

(i) In case of FIIs: Section 196D of the Income Tax Act provides for specific exemption from withholding tax in case of Capital Gains arising in hands of FIIs. Thus, no withholding of tax is required in case of consideration payable to FIIs.
(ii) In case of other non-resident Shareholders (other than FIIs) holding Equity Shares of the Target Company: Section 195(1) of the Income Tax Act provides that any person responsible for paying to a non-resident, any sum chargeable to tax is required to deduct tax at source (including applicable surcharge and cess). Subject to regulations in this regard, wherever applicable and it is required to do so, tax at source (including applicable surcharge and cess) shall be deducted at appropriate rates as per the Income Tax Act read with the provisions of the relevant DTAA, if applicable. In doing this, the Acquirer will be guided by generally followed practices and make use of data available in the records of the Registrar to the Offer except in cases where the non-resident Shareholders provide a specific mandate in this regard.

Since the Offer is through the stock exchange, the responsibility of discharging the tax due on the gains (if any) is primarily on the non-resident Shareholder. The non- resident Shareholder must compute such gains (if any) on this transaction and immediately pay applicable taxes in India, if applicable, in consultation with their custodians/ authorized dealers/ tax advisors appropriately. The non-resident Shareholders must file their tax return in India inter-alia considering gains arising pursuant to this Offer in consultation with their tax advisors.

The non-resident Shareholders undertake to indemnify the Acquirer if any tax demand is raised on the Acquirer on account of gains arising to the non-resident Shareholders pursuant to this Offer. The non-resident Shareholders also undertake to provide the Acquirer, on demand, the relevant details in respect of the taxability / non-taxability of the proceeds pursuant to this Offer, copy of tax return filed in India, evidence of the tax paid etc.

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7.14.9 Rate of Surcharge and Cess

In addition to the basic tax rate, applicable Surcharge, Health and Education Cess are currently leviable as under:

(a) Surcharge
(i) In case of domestic companies: Surcharge @ 12% is leviable where the total income exceeds Rs. 10 crore and @ 7% where the total income exceeds Rs. 1 crore but less than Rs. 10 crore.
(ii) In case of companies other than domestic companies: Surcharge @ 5% is leviable where the total income exceeds Rs. 10 crore and @ 2% where the total income exceeds Rs.1 crore but less than Rs. 10 crore.
(iii) In case of individuals, HUF, AOP, BOI: Surcharge @10% is leviable where the total income exceeds Rs. 50 lacs but less than Rs.1 crore, @15% where the total income exceeds Rs.1 crore but less than Rs. 2crore, @25% where the total income exceeds Rs. 2 crore but less than Rs. 5 crore and @37% where the total income exceeds Rs. 5 crore.
(iv) In case of Firm and Local Authority: Surcharge @12% is leviable where the total income exceeds Rs. 1 crore.
(b) Cess

Health and Education Cess @ 4% is currently leviable in all cases.

THE ABOVE NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS NOTE IS NEITHER BINDING ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO YOUR PARTICULAR CIRCUMSTANCES.

8. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection by Public Shareholders at the office of the Manager to the Offer at JM Financial Limited, Sood Towers (East Tower), 6[th] Floor, Barakhamba Road, Connaught Place, New Delhi – 110 001, India, between 10.30 a.m. and 5.00 p.m. on any Working Day (except Saturdays, Sundays and public holidays) during the Tendering Period.

In light of SEBI Circular SEBI/HO/CFD/DCR2/CIR/P/2020/139 dated July 27, 2020 read with SEBI Circular SEBI/CIR/CFD/DCR1/CIR/P/2020/83 dated May 14, 2020, copies of the following documents will be available for inspection to the Public Shareholders electronically during the Tendering Period. The Public Shareholders interested to inspect any of the following documents can send an email from their registered email ids (including shareholding details and authority letter in the event the Public Shareholder is a corporate body) with a subject line “Documents for Inspection – Accelya Solutions India Limited Open Offer”, to the Manager of the Offer at [email protected] and upon receipt and processing of the received request, access can be provided to the respective Public Shareholders for electronic inspection of documents.

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8.1 Copies of certificate of incorporation and constitutional documents of the Acquirer and PACs;
8.2 Certificates dated November 19, 2019, December 30, 2019 and September 18, 2020 from Vishal Laheri & Associates, Chartered Accountants, certifying that the Acquirer has adequate financial resources to fulfill their obligations under this Offer;
8.3 Certificates dated November 19, 2019, December 24, 2019 and September 16, 2020 from MSKA & Associates, Chartered Accountants certifying the Offer Price computation;
8.4 Copies of annual reports of the Target Company for the financial years ending June 30, 2019, June 30, 2018 and June 30, 2017 and limited reviewed 3 month financial results for the period September 30, 2019;
8.5 Copies of audited financial statements for period ended December 31, 2018 and certified/ reviewed financial statements by statutory auditor for the period from January 1, 2019 to October 31, 2019 of PAC 1;
8.6 Copies of audited financial statements for period ended December 31, 2018 and certified/ reviewed financial statements by statutory auditor for the period from January 1, 2019 to October 31, 2019 of PAC 2;
8.7 Copies of audited financial statements for period ended June 30, 2019, June 30, 2018, June 30, 2017 and December 31, 2016 of PAC 3;
8.8 Copy of the valuation report dated September 9, 2020 issued by M/s Varma & Varma, Chartered Accountants (Mr. P.R Prasanna Varma, Partner, Membership Number: 025854);
8.9 Copy of the valuation report dated November 19, 2019 issued by MSKA & Associates, Chartered Accountants (Mr. Sunil Kumar Saini, Partner, Membership Number: 503604);
8.10 Copy of the valuation report dated November 19, 2019 issued by Bansi Mehta & Co., Chartered Accountants (Mr. Ushma Shah, Partner, Membership Number: 156423);
8.11 Copy of the Escrow Agreement dated December 23, 2019 entered into by and among the Acquirer, Escrow Agent and Manager to the Offer;
8.12 Copy of the SPA dated November 15, 2019;
8.13 A letter from Citibank N.A. confirming the amount kept in the Escrow Account and a lien in favour of the Manager to the Offer;
8.14 Copy of PA dated November 19, 2019, Corrigendum to PA dated November 22, 2019, published copy of the Detailed Public Statement dated December 31, 2019, Draft Letter Of Offer dated January 7, 2020, Corrigendum to DPS dated September 22, 2020, dispatch advertisement and issue opening public announcement to be made;
8.15 A copy of the recommendation made by the Target Company’s committee of independent directors constituted by the Board of Directors published in the newspapers; and

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8.16 A copy of the observation letter no. SEBI/HO/CFD/DCR1/OW/P/2020/015371/1 from SEBI dated September 16, 2020.

9. DECLARATION BY THE ACQUIRER AND PACS

9.1 For the purpose of disclosures in the Letter of Offer relating to the Target Company, the Acquirer and PACs have relied on the information provided by the Target Company or as available in the public domain and have not independently verified the accuracy of details of the Target Company. Subject to the aforesaid, the Acquirer, PACs and their respective directors/general partner, severally and jointly accept full responsibility for the information contained in this Letter off Offer in relation to them and the Offer (other than such information as has been obtained from public sources or provided or confirmed by the Target Company).
9.2 The Acquirer and PACs would be severally and jointly responsible ensuring compliance as laid down in the SEBI (SAST) Regulations.
9.3 The persons signing the Letter of Offer have been duly and legally authorized by the Acquirer and PACs to sign the Letter of Offer.

For and on behalf of the Acquirer and PACs

Aurora UK Bidco Limited (Acquirer)

Vista Equity Partners Perennial, L.P. (PAC 1)

Vista Equity Partners Perennial A, L.P. (PAC 2)

Accelya Topco Limited (PAC 3)

Place: Mumbai

Date: September 23, 2020

Page 52 of 52

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION FORM OF ACCEPTANCE- CUM-

ACKNOWLEDGEMENT

[Public Shareholders holding shares in demat mode are not required to fill the Form of Acceptance, unless required by their respective Selling Broker. The Public Shareholders holding physical shares (resident and non-resident) are required to send this Form of Acceptance along with the enclosures to the Registrar to the Offer, at its registered office address provided in the Letter of Offer]

(Capitalized terms and expressions used herein but not defined shall have the same meaning as ascribed to them in the Letter of Offer)

TENDERING PERIOD FOR THIS OFFER	TENDERING PERIOD FOR THIS OFFER
OFFER OPENS ON	October 5, 2020
OFFERCLOSES ON	October 16, 2020

To,

The Acquirer and the PACs

C/o KFin Technologies Private Limited Selenium Tower- B, Plot No 31 & 32 Gachibowli, Financial District Nanakramguda, Serilingampally, Hyderabad, Telangana - 500032. Tel. No.: +91 40 67162222; 18003454001 Email ID: [email protected]

Dear Sir,

SUB: OPEN OFFER FOR ACQUISITION OF UP TO 3,782,966 FULLY PAID UP EQUITY SHARE OF FACE VALUE OF INR 10 EACH (“EQUITY SHARE”) REPRESENTING 25.34% OF THE VOTING SHARE CAPITAL OF ACCELYA SOLUTIONS INDIA LIMITED (“TARGET COMPANY”) FROM ALL THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY BY AURORA UK BIDCO LIMITED (“ACQUIRER”) TOGETHER WITH VISTA EQUITY PARTNERS PERENNIAL, L.P., VISTA EQUITY PARTNERS PERENNIAL A, L.P. AND ACCELYA TOPCO LIMITED (COLLECTIVELY REFERRED TO AS THE “PACS”) AT AN OFFER PRICE OF INR 1,042.99 PER SHARE UNDER THE SEBI (SAST) REGULATIONS

I / We refer to the Letter of Offer dated September 23, 2020 for acquiring the Equity Shares held by me / us in Accelya Solutions India Limited.

I / We, the undersigned, have read the PA, the Corrigendum to the PA, the DPS, the Corrigendum to the DPS, the LOF and the Offer opening public announcement, and understood its contents, including the terms and conditions mentioned therein and unconditionally agree to such terms and conditions.

I/We acknowledge and confirm that all the particulars/statements given herein are true and correct.

Details of Public Shareholder:

Details of Public Shareholder:
Name (in BLOCK LETTERS)	Holder	Name of the Public Shareholder(s)	Permanent Account Number(PAN)
(Please write names of the joint holders in the same order as appearing in the demat account/ Equity Share certificate)	Sole / First
	Second
	Third
Contact Number(s) of the First Holder	Tel No. (with STD Code): Fax No. (with STD Code):		Mobile No.:
Full Address of the First Holder(with pin code)
Email address of First Holder
Date and Place of incorporation(if applicable)

FOR EQUITY SHARES HELD IN PHYSICAL MODE:

I/We, confirm that our residential status under the Income Tax Act is as below (tick whichever is applicable).

□ Resident

□ Non-Resident

I / We, holding physical shares, accept this Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my / our Equity Shares as detailed below along with enclosures as mentioned herein:

Sr.	Regd. Folio		Distinctive Numbers	Distinctive Numbers	No. of Equity
No.	Number	Share Certificate Number	From	To	Shares

1
2
3
(In case the space provided is inadequate, please attach a separate sheet with the above details and authenticate the same)				TOTAL

Enclosures (whichever is applicable)

□ Duly attested power of attorney, if any person apart from the Public Shareholder, has signed the Form of Acceptance or Equity Share transfer deed(s)

Original Equity Share certificate(s)
Valid Equity Share transfer deed(s)
Corporate authorization, in case of companies along with certified board resolution and specimen signatures of authorized signatories
Duly attested death certificate and succession certificate / probate / letter of administration (in case of single Shareholder), in case the original Shareholder has expired
Self-attested copy of PAN card of all the transferor(s)

□ Other relevant documents (please specify)

FOR ALL PUBLIC SHAREHOLDERS

I / We confirm that the Equity Shares which are being tendered herewith by me / us under this Offer are not locked-in and are free from pledges, liens, charges, equitable interests, non-disposal undertakings and any other form of encumbrances and are being tendered together with all rights attached thereto, including all rights to dividends, bonuses and rights offers, if any, declared hereafter.

I/We declare that there are no restraints/injunctions or other order(s) of any nature which limits/restricts in any manner my/our right to tender Equity Shares in this Offer and that I/we am/are legally entitled to tender the Equity Shares in this Offer.

I / We note and understand that the Equity Shares/ original share certificate(s) and the transfer deed(s) will be held by the Registrar to the Offer/ Clearing Corporation in trust for me / us till the date the Acquirer and the PACs make payment of consideration as mentioned in the Letter of Offer or the date by which original share certificate(s), transfer deed(s) and other documents are dispatched to the Public Shareholders, as the case may be.

I/We declare that regulatory approvals, if applicable, for holding the Equity Shares and/or for tendering the Equity Shares in this Offer have been enclosed herewith.

I / We agree that the Acquirer and PACs will pay the consideration as per secondary market mechanism only after verification of the documents and signatures, as applicable submitted along with this Form of Acceptance. I / We undertake to return to the Acquirer and PACs any Open Offer consideration that may be wrongfully received by me / us.

I / We confirm that I am / we are not persons acting in concert with the Acquirer and/or the PACs.

I / We give my/our consent to the Acquirer and PACs to file any statutory documents on my/our behalf in relation to accepting the Equity Shares in this Offer. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my/our tender/offer and agree to abide by any decision that may be taken by the Acquirer and PACs to effectuate this Offer in accordance with the SEBI (SAST) Regulations.

I am / We are not debarred from dealing in shares or securities, including Equity Shares.

I / We confirm that there are no taxes or other claims pending against us which may affect the legality of the transfer of Equity Shares under the Income Tax Act including but not limited to Section 281 of the Income Tax Act.

I / We note and understand that the Equity Shares will be held by the Clearing Corporation in trust for me / us till the date the

Acquirer and/or PACs make payment of consideration as mentioned in the Letter of Offer and other documents are dispatched to the Shareholders, as the case may be. I / We further authorize the Acquirer and the PACs to return to me / us, share certificate(s) in respect of which this Offer is not found valid / not accepted, without specifying the reasons thereof.

I / We confirm that in the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided / to be provided by me / us, or as a result of income tax (including any consequent interest and penalty) on the capital gains arising from tendering of the Offer Shares, I / we will indemnify the Acquirer and PACs for such income tax demand (including interest, penalty, etc.) and provide the Acquirer and PACs with all information / documents that may be necessary and co-operate in any proceedings before any income tax / appellate authority.

I / We note and understand that the Equity Shares would be kept in the pool account of my / our Selling Broker and the lien will be marked by Clearing Corporation until the settlement date whereby Acquirer or PACs make payment of purchase consideration as mentioned in the Letter of Offer.

I / We authorise the Acquirer and the PACs to accept the Equity Shares so offered or such lesser number of Equity Shares which the Acquirer and the PACs may decide to accept in consultation with the Manager to the Offer and the Registrar to the Offer and in terms of the Letter of Offer. I / We further authorize the Acquirer and the PACs to return to me / us, Equity Shares in respect of which this Offer is not found valid / not accepted, without specifying the reasons thereof.

I/We, confirm that my/ our residential status is (“□”whichever is applicable):

I/We, confirm that my/ our	residential status is (“□”	whichever is applicable):
□Individual	□Foreign Company	□FII/FPI - Corporate	□FII/FPI - Others	□Indian Company
□Indian Trust	¨□FVCI	□Foreign Trust	□Private Equity Fund	□Pension/Provident Fund
□Sovereign Wealth Fund	□Partnership/ Propri- etorship firm	□Financial Institution	□NRIs/PIOs - repatri- able	□NRIs/PIOs - non- re- patriable
□OCB	□QFI	□Others - please _specify: _

FOR NRIs/ OCBs/ FPIs AND SUB-ACCOUNTS / OTHER NON-RESIDENT SHAREHOLDERS

I/We confirm that my/our investment status is (and “ ~~□~~ whichever is applicable): ~~□~~ FDI Route

□ PIS Route

Any other - please specify

I/We confirm that the Equity Shares tendered by me/us are held on (whichever is applicable):

Repatriable basis
Non-repatriable basis
I/We confirm that (“□ ” whichever is applicable):
No RBI, FIPB or other regulatory approval was required by me for holding Equity Shares that have been tendered in this Offer and the Equity Shares are held under general permission of the RBI
Copies of all approvals required by me for holding Equity Shares that have been tendered in this Offer are enclosed herewith
Copy of RBI Registration letter taking on record the allotment of shares to me/us is enclosed herewith
I/We confirm that (“ □ ”
whichever is applicable):
No RBI or other regulatory approval is required by me for tendering the Equity Shares in this Offer
Copies of all approvals required by me for tendering Equity Shares in this Offer are enclosed herewith

Additional confirmations and enclosures for all Public Shareholders, as applicable

I / We, have enclosed the following documents (“□” whichever is applicable):

Self-attested copy of PAN card
Self-declaration form in Form 15 G / Form 15 H, in duplicate copy
Duly attested power of attorney if any person apart from the Public Shareholder has signed the Form-of-Acceptance-cum-
Acknowledgement
Corporate authorization, in case of Companies along with certified copy of the Board Resolution and Specimen Signatures of Authorised Signatories
Declaration that the investment in the Equity Shares is in accordance with the applicable SEBI regulations (mandatory to be submitted by FIIs/FPIs).
SEBI Registration Certificate for FIIs / FPIs (mandatory to be submitted by FIIs/FPIs).
For Mutual funds / Banks / Notified Institutions under Section 194A(3)(iii) of the Income Tax Act, copy of relevant registration or notification
‘Valid Tax Residency Certificate’ issued by the income tax authority of a foreign country of which he / it claims to be a tax resident, in case the Public Shareholder intends to claim benefit under the DTAA between India and that jurisdiction in which the Public Shareholder claims to be resident and a duly filled in ‘Form 10F’ as prescribed under the Income Tax Act. Such other information and documentation as may be required depending upon specific terms of the relevant DTAA, including but not limited to a declaration of not having a permanent establishment in India.

BANK DETAILS

So as to avoid fraudulent encashment in transit, the Public Shareholder(s) holding physical shares should provide details of bank account of the first/sole shareholder.

Name of the Bank Branch Address and Pin Code Account Number IFSC Code MICR Code Type of Account – Savings/ Current/ Others (please specify)

For Public Shareholders holding Equity Shares in dematerialised form, the bank account details for the purpose of interest payment, if any, will be taken from the record of the depositories.

In case of interest payments, if any, by the Acquirer and / or the PACs for delay in payment of Offer consideration or a part thereof, the Acquirer and/ or the PACs will deduct taxes at source at the applicable rates as per the Income Tax Act. For details please refer to instruction no. 20, 21 and 22 given overleaf.

Yours faithfully,

Yours faithfully,
Signed and Delivered:	Full Name	PAN	Signature
First / Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

Note: In case of joint holdings, all must sign. In case of body corporate, the common seal should be affixed and necessary board resolutions should be attached.

Place:

Date:

==> picture [245 x 9] intentionally omitted <==

Tear here

Acknowledgement Receipt – Accelya Solutions India Limited - Open Offer

Received from Mr. / Ms. / M/s.

Address:

Form of Acceptance-cum-Acknowledgement for Accelya Solutions India Limited - Open Offer as per details below:

Copy of delivery instruction to depository participant of Client ID/Folio No.

for

Date of Receipt:

Place of Receipt:

Stamp of collection centre: Signature of Official:

Equity Shares

INSTRUCTIONS

PLEASE NOTE THAT NO EQUITY SHARES / FORMS SHOULD BE SENT DIRECTLY TO THE ACQUIRER, THE PACs, THE TARGET COMPANY OR THE MANAGER TO THE OFFER

This Form must be legible and should be filled in English only.
All queries pertaining to this Offer may be directed to the Registrar to the Offer.
Eligible Public Shareholders who desire to tender their Equity Shares in the dematerialized form under the Open Offer would have to do so through their respective Selling Broker by indicating the details of Equity Shares they intend to tender under the Open Offer.
The Public Shareholders who are holding the Equity Shares in physical form and who wish to tender their Equity Shares in this Offer shall approach the and submit the following set of documents for verification procedure as mentioned below: a) Original share certificate(s)
b) Valid share transfer deed(s) duly filled, stamped and signed by the transferor(s) (i.e. by all registered shareholder(s) in the same order and as per specimen signatures registered with the Target Company), and duly witnessed at the appropriate place.
c) Self-attested copy of the Public Shareholder’s PAN Card (in case of joint holders, the PAN card copy of all transferors)
d) This Form - for Public Shareholders holding Equity Shares in physical mode, duly completed and signed in accordance with the instructions contained therein, by sole/joint shareholders whose name(s) appears on the share certificate(s) and in the same order and as per the specimen signature lodged with the Target Company;
e) A self-attested copy of the address proof consisting of any one of the following documents: valid Aadhar card, voter identity card, passport or driving license.
f) Any other relevant document including (but not limited to) such as power of attorney, corporate authorization (including board resolution(s)/ specimen signature(s)), notorised copy/(ies) of death certificate(s) and succession certificate(s) or probated will(s), if the original shareholder is deceased, etc., as applicable.

Public Shareholders holding physical shares should note that such Equity Shares will not be accepted unless the complete set of documents is submitted.

In case of unregistered owners of Equity Shares in physical mode, the Public Shareholder should provide an additional valid share transfer deed(s) duly signed by the unregistered owner as transferor(s) by the sole/joint Public Shareholder(s) in the same order and duly witnessed at the appropriate place. The transfer deed should be left blank, except for the signatures and witness details. PLEASE DO NOT FILL IN ANY OTHER DETAILS IN THE TRANSFER DEED.
Attestation, where required (as indicated in the share transfer deed) (thumb impressions, signature difference, etc.) should be done by a Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a public office and authorized to issue the seal of his office or a member of a recognized stock exchange under their seal of office and membership number or manager of the transferor’s bank.
In case the share certificate(s) and the transfer deed(s) are lodged with the Target Company/ its transfer agents for transfer, then the acceptance shall be accompanied by the acknowledgement of lodgment with, or receipt by, the Target Company / its transfer agents, of the share certificate(s) and the transfer deed(s).
The Public Shareholder should ensure that the certificate(s) and above documents should be sent only to the Registrar to the Offer either by registered post or courier or hand delivery. The envelope should be superscribed “ASIL Open Offer” and must reach the Registrar to the Offer within 2 (two) days of Bid Offer Closing Date.
The Selling Broker should place bids on the Exchange Platform with relevant details as mentioned on physical share certificate(s). The Selling Broker(s) shall print the Transaction Registration Slip ( TRS ) generated by the Exchange Bidding System. The TRS will contain the details of order submitted including Folio No., Certificate No. Dist. Nos., number of Equity Shares, etc.
In case of Equity Shares held in joint names, names should be filled in the same order in this form as the order in which they hold the Equity Shares and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting this Offer.
If the Equity Shares are rejected for any reason, the Equity Shares will be returned to the sole/first named Public Shareholder(s) along with all the documents received at the time of submission.
All Public Shareholders should provide all relevant documents, which are necessary to ensure transferability of the Offer Shares in respect of which the acceptance is being sent.
All documents/remittances sent by or to the Public Shareholders will be at their own risk. Public Shareholders are advised to adequately safeguard their interests in this regard.
In case any person has submitted Equity Shares in physical mode for dematerialisation, such Public Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Open Offer before close of Tendering Period.
The Procedure for Acceptance and Settlement of this Offer has been mentioned in the LOF at Part 7 (Procedure for Acceptance and Settlement of the Offer).

The Letter of Offer along with the Form of Acceptance is being dispatched/ sent through electronic mail to all the Public Shareholders as on the Identified Date, who have registered their email ids with the Depositories and/or the Target Company. In case of non-receipt of the Letter of Offer, the Public Shareholders of the Target Company may download the same from the website of any of SEBI (www.sebi.gov.in), the Target Company (https://w3.accelya.com/), the Registrar to the Offer (https://karisma.kfintech.com), the Manager (www.jmfl.com), BSE (www.bseindia.com) and NSE (www.nseindia.com).

Such Public Shareholders may also obtain an electronic copy of the Letter of Offer along with Form of Acceptance -cumAcknowledgement from the Registrar to the Offer or the Manager to the Offer, on providing suitable documentary evidence of holding the Equity Shares of the Target Company.

The Form of Acceptance or TRS is not required to be submitted to the Acquirer, the PACs, the Manager or the Registrar to the Offer. Public Shareholders holding shares in demat mode are not required to fill any Form of Acceptance-cum-Acknowledgment, unless required by their respective Selling Broker. Equity Shares under lock-in will be required to fill the respective Forms of Acceptance-cum-Acknowledgment
After the receipt of the demat Equity Shares by the Clearing Corporation and a valid bid in the exchange bidding system, the Offer shall be deemed to have been accepted for the eligible Public Shareholders holding Equity Shares in demat form.
Interest payment, if any: In case of interest payments by the Acquirer and/ or the PACs for delay in payment of Offer consideration or a part thereof, the Acquirer and/ or the PACs will deduct taxes at source at the applicable rates as per the Income Tax Act.
All the Public Shareholders are advised to refer to Part 7.14 (Note on Taxation/ Compliance with Tax Requirements) in the Letter of Offer in relation to important disclosures regarding the taxes to be deducted on the consideration to be received by them.
If non-resident Public Shareholders had required any approval from the RBI or any other regulatory body in respect of the Offer Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Offer Shares, to tender the Offer Shares held by them pursuant to this Open Offer. Further, non-resident Public Shareholders must obtain all approvals required, if any, to tender the Offer Shares in this Open Offer (including without limitation, the approval from the RBI) and submit such approvals, along with the other documents required in terms of the LOF, and provide such other consents, documents and confirmations as may be required to enable the Acquirer and the PACs to purchase the Offer Shares so tendered.

In the event any such approvals are not submitted, the Acquirer and the PACs reserve the right to reject such Offer Shares tendered in this Open Offer. If the Offer Shares are held under general permission of the RBI, the non-resident Public Shareholder should state that the Offer Shares are held under general permission and whether they are held on repatriable basis or nonrepatriable basis.

If the resident and non-resident Shareholders require that no tax is to be deducted on the interest component or tax is to be deducted at a rate lower than the prescribed rate, in such cases the following documents are required to be submitted to the Registrar to the Offer.

For resident Public Shareholders:

Self-attested copy of PAN card
Certificate from the income tax authorities under Section 197 of the Income Tax Act, wherever applicable, in relation to payment of interest, if any, for delay in payment of Offer Price (certificate for deduction of tax at lower rate)
Self-declaration in Form 15G / Form 15H (in duplicate), if applicable
For specified entities under Section 194A(3)(iii) of the Income Tax Act, self-attested copy of relevant registration or notification (applicable only for interest payment, if any)

For non-resident Public Shareholders:

□ Self-attested copy of PAN card

Certificate under Section 195(3) or Section 197 of the Income Tax Act, wherever applicable (certificate for deduction of tax at lower rate) from the income tax authorities under the Income Tax Act, indicating the amount of tax to be deducted by the Acquirer or the PACs before remitting the amount of interest)
Tax Residency Certificate and a no ‘permanent establishment’ / business connection declaration

In an event of non-submission of NOC or certificate for deduction of tax at nil / lower rate, tax will be deducted at the maximum marginal rate as may be applicable to the relevant category, to which the Public Shareholder belongs, by the Acquirer or the PACs.

FOR DETAILED PROCEDURE IN RESPECT OF TENDERING EQUITY SHARES IN THIS OFFER, PLEASE REFER TO THE LETTER OF OFFER

All future correspondence, if any, should be addressed to Registrar to the Offer at the following address:

==> picture [119 x 21] intentionally omitted <==

KFIN TECHNOLOGIES PRIVATE LIMITED

(Formerly known as “Karvy Fintech Private Limited”)

Selenium Tower- B, Plot No 31 & 32 Gachibowli, Financial District Nanakramguda, Serilingampally, Hyderabad,Telangana - 500032.Tel. No.: +91 40 67162222; 18003454001 Fax No.: + 91 40 343 1551 Email ID: [email protected]; Contact Person: M Murali Krishna; SEBI Registration Number: INR000000221

Form No. SH-4 - Securities Transfer Form

[Pursuant to Section 56 of the Companies Act, 2013 and Sub-Rule (1) of Rule 11 of the Companies

(Share Capital and Debentures) Rules 2014 ]

Date of execution: / /

FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.

CIN: L 7 4 1 4 0 P N 1 9 8 6 P L C 0 4 1 0 3 3

Name of the company (in full): Accelya Solutions India Limited

Name of the Stock Exchange where the company is listed, (if any): BSE Limited and National Stock Exchange of India Limited

DESCRIPTION OF SECURITIES:

Kind/ Class of securities (1)	Kind/ Class of securities (1)	Kind/ Class of securities (1)	Nominal value of each unit of security (2)		Amount called up per unit of security (3)	Amount paid up per unit of security (4)	Amount paid up per unit of security (4)
Equity Shares			Rs. 10/-		Rs. 10/-	Rs. 10/-

No. of Securities beingTransferred				Consideration received(`)
In figures		In words		In words			In figures


Distinctive Number	From
	To

Corresponding Certificate Nos.

Transferor’s Particulars

Registered Folio Number:

Name(s) in full PAN No. Signature(s)

I, hereby confirm that the transferor has signed before me.

Signature of the Witness:

Name of the Witness:

Address of the Witness:

Pincode:

	Transferee’s Particulars	Transferee’s Particulars
Name in full (1)	Father’s/ Mother’s / Spouse’s Name(2)		Address (3)
Aurora UK Bidco Limited	N.A.		22 Grenville Street, St Helier, Jersey JE4 8PX
Occupation(4)	ExistingFolio No.,if any (5)			Signature(6)
Business			1. 2. 3.

Folio No. of Transferee		Specimen Signature of Transferee(s)
		1. 2. 3.

Value of Stamp affixed: `

==> picture [525 x 445] intentionally omitted <==

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

Enclosures: Stamps
1. Certificate of shares or debentures or other securities
2. If no certificate is issued, Letter of allotment
3. Copy of PAN Card of all the Transferees (For all listed Cos.)
4. Others, Specify,
For Office Use Only
Checked by
Signature Tallied by
Entered in the Register of Transfer on
vide Transfer no
Approval Date
Power of attorney / Probate / Death certificate / Letter of
Administration
Registered on at
No
On the reverse page of the certificate
Name of Transferor Name of Transferee No. of Shares Date of Transfer
Signature of authorised signatory
----- End of picture text -----

AI assistant

ACCELYA SOLUTIONS INDIA LIMITED — M&A Activity 2020

62253_rns_2020-09-24_0f4b4f83-7f71-42c5-bb88-f222d4d06a82.pdf

For JM Financial Limited

JM Financial Limited

LETTER OF OFFER

OPEN OFFER BY

NOTE:

Tentative Schedule of Major Activities of the Open Offer

RISK FACTORS

A. RISKS RELATING TO THE UNDERLYING TRANSACTION

B. RISKS RELATING TO THE OFFER

C. RISKS RELATING TO ACQUIRER AND THE PACs

D. CURRENCY OF PRESENTATION

INDEX

UNITED STATES OF AMERICA

General Disclaimer

2. DETAILS OF THE OFFER

2.1 BACKGROUND TO THE OFFER

2.1.5 Certain key terms of the SPA are as follows:

2.2 DETAILS OF THE OFFER

2.3 OBJECT OF ACQUISITION/OFFER

3. BACKGROUND OF THE ACQUIRER AND PACS

3.1 AURORA UK BIDCO LIMITED (“Acquirer”)

3.2 VISTA EQUITY PARTNERS PERENNIAL, L.P. (“PAC 1”)

3.3 VISTA EQUITY PARTNERS PERENNIAL A, L.P. (“PAC 2”)

3.3.11 As on the date of the LOF, PAC 2 does not have any major contingent liabilities.

3.4 Accelya Topco Limited (“PAC 3”)

3.4.11 As on the date of the LOF, PAC 3 does not have any major contingent liabilities.

4. BACKGROUND OF THE TARGET COMPANY

5. OFFER PRICE AND FINANCIAL ARRANGEMENTS

5.1 Justification of Offer Price

M/s Varma & Varma, Chartered Accountants

MSKA & Associates, Chartered Accountants

Bansi S. Mehta & Co., Chartered Accountants

5.2 Financial Arrangements

6. TERMS AND CONDITIONS OF THE OFFER

6.14 Statutory and other approvals:

7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

JM Financial Services Limited

(b) If Shareholder is not registered with KRA: Forms required:

7.8.2 In case of Shareholder is HUF:

(a) If Shareholder is registered with KRA : Forms required:

(b) If Shareholder is not registered with KRA: Forms required:

7.8.3 In case of Shareholder other than Individual and HUF:

(a) If Shareholder is KRA registered: Form required

(b) If Shareholder is not KRA registered: Forms required:

7.9 Procedure For Tendering Shares Held In Dematerialized Form

7.10 Procedure for tendering shares held in Physical Form

7.11 Acceptance of Shares

7.12 Procedure for tendering Equity Shares in case of non-receipt of Letter of Offer

7.13 Settlement Process

7.14 Note on Taxation / Compliance with tax requirements

7.14.1 General:

b) Non Resident Shareholders

7.14.8 Tax Deduction at Source

7.14.9 Rate of Surcharge and Cess

8. DOCUMENTS FOR INSPECTION

9. DECLARATION BY THE ACQUIRER AND PACS

For and on behalf of the Acquirer and PACs

Place: Mumbai

Date: September 23, 2020

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION FORM OF ACCEPTANCE- CUM-

ACKNOWLEDGEMENT