ACCELYA SOLUTIONS INDIA LIMITED — Proxy Solicitation & Information Statement 2022

Mar 11, 2022

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11 March, 2022

The Executive Director , Deputy General Manager, National Stock Exchange of India Ltd. Corporate Relationship Department Exchange Plaza, BSE Limited Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai 400 051. Mumbai 400 001 Scrip Code: ACCELYA Scrip code: 532268

Dear Sir/ Madam,

Sub: Postal Ballot Notice under Section 110 of the Companies Act, 2013 to Members

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”), please find enclosed Postal Ballot Notice of the Company dated 28 February, 2022, being sent today to the Members by email seeking approval by way of an ordinary resolution for appointment of Mr. James Davidson as a Non-Executive NonIndependent Director.

The postal ballot notice is being sent to the Members whose names appear in the Register of Members / record of Depositories as on Friday, 4 March, 2022 (“cut-off date”). Members as on the cut-off date would be entitled to vote by way of remote e-voting. In compliance with Regulation 44 of the Listing Regulations, and provisions of the Section 110 of the Companies Act, 2013 read with the Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and the relaxations and clarifications issued by Ministry of Corporate Affairs (‘MCA’) vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020,22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020 and 20/21 dated December 8, 2021 (‘MCA Circulars’) and Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (‘SEBI Circulars’), the resolution appended in the attached postal ballot notice is proposed to be passed only through electronic means (‘Remote e-voting’). Key details and events date relevant to postal ballot are as under:

Accelya Solutions India Limited CIN: L74140PN1986PLC041033 Regd. Office: Accelya Enclave, 685/2B & 2C, 1[st] Floor, Satara Road, Pune 411 037 (India) T: +91 20 6608 3777 F: +91 20 2423 639 Email: info@accelya.com w3.accelya.com

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Sr. No.	Particulars	Dates
1	Cut-off Date for sending Postal Ballot Notice to shareholders	Friday, 4 March, 2022
2	Date of Commencement of Remote e-voting	Monday, 14 March, 2022 at 9.00 a.m.
3	Date of Endingof Remote e-voting	Tuesday,12 April,2022 at 5.00p.m.
4	Date of Declaration of Results of Postal Ballot/Remote e-voting	On or before Thursday, 14 April, 2022.
5	Remote e-votingAgency	KFin Technologies Limited
6	E-votingwebsite	https://evoting.kfintech.com
7	Scrutinizer for conducting the Postal Ballot/E-voting	Nilesh A. Pradhan & Co. LLP, Practicing Company Secretaries(FCS No. 5445 CP No. 3659)

The attached postal ballot notice, along with the explanatory statement, is being uploaded on the website of the Company at w3.accelya.com and on the website of KFin Technologies Limited https://evoting.kfintech.com.

We request you to take the above information on your record.

Thanking you,

For Accelya Solutions India Limited

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Ninad Umranikar Company Secretary Membership No.: A14201

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Accelya Solutions India Limited Regd. Office: Accelya Enclave, 685/2B & 2C, 1[st] Floor, Satara Road, Pune 411 037 (India) CIN: L74140PN1986PLC041033 T: +91 20 6608 3777 F: +91 20 2423 639 Email: info@accelya.com w3.accelya.com

Postal Ballot Notice

Dear Member,

NOTICE is hereby given pursuant to section 110 read section 108 and other applicable provisions, if any, of the Companies Act, 2013, ( “Act” ), Rules 20 and 22 of the Companies (Management and Administration Rules), 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) (“ the Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India ( “SS-2” ) to the extent applicable, and any other applicable laws and regulations, that the ordinary resolution appended below is proposed to be passed by way of postal ballot. The draft ordinary resolution and the statement pursuant to section 102 of the Act setting out all the material facts and reasons for the proposal appended hereto is being sent to you for casting your votes through remote e-voting.

On account of threat posed by the COVID-19 pandemic and in terms of General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 39/2020 dated December 31, 2020 and 20/21 dated December 8, 2021, relating to "Clarification on passing of ordinary and special resolutions by companies under the Act and the rules made thereunder on account of the threat posed by Covid-19", issued by the Ministry of Corporate Affairs, Government of India (" MCA Circulars ") and pursuant to other applicable laws and regulations, the Company is sending the Postal Ballot Notice in electronic form only. In compliance with regulation 44 of the Listing Regulations and pursuant to the provisions of sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its Members to enable them to cast their votes electronically. Accordingly, the assent or dissent of Members on the resolutions mentioned in the Postal Ballot Notice would only be taken through the remote e-voting system. The hard copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. The instructions for remote e- voting are appended to the Notice.

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You are requested to carefully read the instructions in this Postal Ballot Notice and record your assent ( FOR ) or dissent ( AGAINST ) through the remote e-voting process not later than 5:00 P.M. IST on Tuesday, 12 April, 2022, failing which it will be strictly considered that no reply has been received from the Member.

The Board of Directors has appointed Nilesh A. Pradhan & Co., LLP, Company Secretaries as scrutinizer (“ Scrutinizer ”) for conducting the postal ballot voting process in a fair and transparent manner.

After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Managing Director of the Company or a person authorized by him. The results of Postal Ballot shall be declared as per the statutory timelines. The results along with the Scrutinizer’s report will also be posted on website of the Company.

The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting i.e. Tuesday, 12 April, 2022.

By Order of the Board of Directors

Ninad Umranikar Company Secretary Membership No.: A14201 Place: Pune Date: 28 February, 2022

SPECIAL BUSINESS

1. Appointment of Mr. James Davidson (DIN:0009516461) as a Non-Executive NonIndependent Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT that Mr. James Davidson (DIN:0009516461) who was appointed as an Additional Director by the Board of Directors with effect from 28[th] February, 2022, and whose appointment has been recommended by the Nomination and Remuneration Committee and by the Board of Directors for consideration by the Members under Section 161(1) of the Companies Act, 2013, the rules made thereunder (including any statutory modifications or amendments or re-enactments thereof) (“the Act”) and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who holds office up to the date of three months from the date of his appointment by the Board or the date of the next Annual General Meeting, whichever is earlier, in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Non-Independent Director, liable to retire by rotation.

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“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion it may consider necessary, expedient and desirable and to delegate all or any of its powers herein conferred to any Director(s) or the Company Secretary to give effect to this resolution.”

By Order of the Board of Directors For Accelya Solutions India Limited

Ninad Umranikar Company Secretary Membership No.: ACS14201

NOTES:

• (1) The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (“the Act”) stating all material facts and the reasons for the proposal set out in Resolution at Item No. 1 is annexed herewith.

• (2) The Postal Ballot Notice is being sent by electronic means to the members whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, 4 March, 2022 (“cut-off date”).

• (3) In accordance with the MCA Circulars, the Company is sending this Notice electronically to all the Members whose e-mail addresses are registered with the Company or with the depositories / depository participants or with the Company’s Registrar and Transfer Agent i.e., KFin Technologies Limited (“KFintech”), and expresses its inability to dispatch hard copies of the Notice along with Postal Ballot form and postage prepaid self-addressed business reply envelope to the Members whose email addresses are not registered. In order to ensure that such Members are able to cast their votes electronically and receive future notices from the Company electronically, the Company has made special arrangement with KFintech for registration of email addresses in terms of the MCA Circulars.

• (4) A member cannot exercise his vote by proxy on Postal Ballot. All Members are requested to cast their votes only through remote e-voting as per the procedure provided herein.

• (5) Resolutions passed by Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

• (6) All the documents referred to in the Explanatory Statement will be available for inspection at the registered office of the Company between 10.00 a.m. to 5.00 p.m. Monday to Friday except for any intervening public holiday and considering the threat posed by the COVID19 pandemic, documents will also be uploaded on the website of the Company.

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• (7) This Notice is also hosted on the website of the Company and will remain on the website https://w3.accelya.com/investors/ and KFintech’s e-voting website: https://evoting.kfintech.com till the last date specified for remote e-voting.

• (8) The voting period commences from 9.00 a.m. (IST) on Monday, 14 March, 2022 and ends at 5.00 p.m. (IST) on Tuesday, 12 April, 2022. During this period, Members of the Company holding shares as on the cut-off date may cast their vote. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. Voting shall not be allowed beyond the aforementioned date and time.

• (9) The last date for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

• (10) The Scrutinizer will submit his report to the Managing Director or any person duly authorized by him and the result of the voting by postal ballot will be announced by the Managing Director or any person duly authorized by him, on or before Thursday, 14 April, 2022 and will be displayed on the website of the Company (https://w3.accelya.com/investors), besides being communicated to the stock exchanges and KFintech on the said date.

(11) Instructions for e-voting are provided below :

Members may cast their votes remotely, using an electronic voting system on the dates mentioned herein below (“remote e-voting’’). The Company has engaged the services of KFinTech as the agency to provide e-voting facility. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions given below. The remote e-voting facility will be available during the following voting period: Monday, 14 March, 2022 (9:00 a.m. onwards) till Tuesday, 12 April, 2022 (upto 5.00 p.m.).

Remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period. Voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his share in the paid-up equity share capital of the Company as on the cut-off date.

Information and instructions for remote e-voting are as under:

• I. Information and instructions for e-voting by members other than individuals holding shares of the Company in demat mode and all shareholders holding shares of the Company in physical mode :

• In case a Member receives an e-mail from the Company / KFinTech [for Members whose e-mail addresses are registered with the Company / Depository Participant(s)]:

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• (a) Use the following URL: https://evoting.kfintech.com

• (b) Enter the login credentials i.e. user id and password mentioned in the email. Your Folio No. / DP ID Client ID will be your User ID. However, if you are already registered with KFinTech for e-voting, you can use the existing password for logging in. If required, please visit https://evoting.kfintech.com or contact toll-free numbers 1-800-309-4001 (from 9:00 a.m. to 6:00 p.m.) for your existing password.

• (c) After entering these details appropriately, click on “LOGIN”.

• (d) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• (e) You need to login again with the new credentials.

• (f) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for Accelya Solutions India Limited .

• (g) On the voting page, enter the number of shares as on the cut-off date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the cut-off date. You may also choose to “ABSTAIN” and vote will not be counted under either head.

• (h) Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

• (i) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

• (j) modify.

• (k)

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• (l) Corporate / Institutional Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutiniser at e-mail id: info@napco.in and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘Corporate Name EVENT No.’

• In case of a Member whose e-mail address is not registered / updated with the Company / KFinTech / Depository Participant(s), please follow the following steps to generate your login credentials:

• a) Members holding shares in physical mode, who have not registered / updated their email addresses with the Company, are requested to write to the Company with details of folio number and attaching a self-attested copy of PAN card at accelyaindia.investors@accelya.com or to KFinTech at einward.ris@kfintech.com

• b) Members holding shares in dematerialised mode who have not registered their e-mail addresses with their Depository Participant(s) are requested to register / update their email addresses with the Depository Participant(s) with whom they maintain their demat accounts.

• (c) credentials to your registered email address.

• (d) Follow the instructions at (A) (a) to (l) above to cast your vote.

details of the folio which may be used for sending further communication(s).

• (e) In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members at https://evoting.kfintech.com/public/Faq.aspx or call KFinTech on 1-800-3094001 (toll free)

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II Procedure to login through websites of Depositories

Shareholders	Login Method	Login Method	Login Method
Shareholders holding securities in demat mode with NSDL		A. 1. 2. 3.	Users registered for NSDL IDeAS facility: Open web browser by typing the following URL: https://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. A new screen will open. Enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on options available against Company name or e-voting service provider and you will be re-directed to e-voting website for casting your vote during the remote e-voting period.
		B.	Users not registered for IDeAS e-Services: Option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	C. i) ii) iii)	C.	Visit the e-votingwebsite of NSDL
			After successfully registering on IDeAS, visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. Enter your User ID (i. e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on options available against Company name or e-voting service provider and you will be redirected to e-voting service provider website for casting your vote during the remote e-Voting period.

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Shareholders	Login Method	Login Method	Login Method
Shareholders holding securities in demat mode with CDSL	A. Users who have opted for Easi/Easiest: 1. Shareholders can login through their user ID and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi/ Easiest are https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the e-voting Menu. The Menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote.	A.	Users who have opted for Easi/Easiest:
		B. Users who have not opted for Easi/Easiest: Option to register for Easi/Easiest is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
		C. Visit the e-votingwebsite of CDSL
		1. Alternatively, the user can directly access e-voting page by providing demat Account Number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the demat Account. 2. After successful authentication, user will be provided links for the respective ESP where the e-voting is in progress.
Shareholders (holding securities in demat mode) login through their depository participants		1. Shareholders can also login using the login credentials of their demat account through their Depository Participant registered with NSDL/CDSL for e-voting facility. After logging, you will be able to see e-voting option. 2. Once you click on e-voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e- voting feature. 3. Click on options available against Company name or e-voting service provider-NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders (holding securities in demat mode) login through their depository participants		1. Shareholders can also login using the login credentials of their demat account through their DP registered with NSDL/ CDSL for e-voting facility. Once logged in, you will be able to see e-voting option. 2. Once you click on e-voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e- voting feature 3. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

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For receiving copy of postal ballot notice electronically, members who have not yet registered their email addresses are requested to get their email addresses registered with KFin, on a temporary basis, by following the procedure mentioned below:

a) Visit the link https://ris.kfintech.com/clientservices/postalballot/

• b) Select the Company Name i.e., Accelya Solutions India Limited

• c) Select the Holding type from the drop down i.e. - NSDL/CDSL/Physical

• d) Enter DP ID – Client ID (in case shares are held in electronic form)/Physical Folio No. (in case shares are held in physical form) and PAN.

• e) If PAN details are not available in the system, the system will prompt to upload a self-attested copy of the PAN card for updating records.

• f) In case of shares held in physical form where PAN details are not available in the records, please enter any one of the Share Certificate No. in respect of the shares held by you.

• g) Enter the email address and mobile number.

• h) System will validate DP ID – Client ID/Folio No. and PAN or Share Certificate No., as the case may be, and send OTP at the registered Mobile number as well as email address for validation.

• i) Enter the OTPs received by SMS and email to complete the validation process. OTPs will be valid for 5 minutes only.

• j) The Notice and e-voting instructions along with the User ID and Password will be sent on the email address updated by the member.

• k) Please note that in case the shares are held in electronic form, the above facility is only for temporary registration of email address for receipt of the Notice and the e-voting instructions along with the User ID and Password. Such members will have to register their email address with their DPs permanently, so that all communications are received by them in electronic form.

• l) In case of queries, members are requested to write to einward.ris@kfintech.com or call at the tollfree number 1800-309-4001.

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Important note

Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Members facing any technical issue - NSDL	Members facing any technical issue – CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk. evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43.

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Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 to resolutions set out at Item No. 1 of the Postal Ballot Notice

Item no. 1

Mr. James Davidson was appointed as an Additional Director on Monday, 28 February, 2022 subject to approval of the members of the Company in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The Company has received consent from Mr. Davidson to act as a Director in terms of Section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. Pursuant to Section 160 of the Companies Act, 2013, the Company has received a notice in writing from a Member proposing his candidature for appointment as a Non-Executive Non-Independent Director.

Mr. Davidson does not receive any remuneration from the Company.

Except Mr. Davidson being the appointee or his relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 1.

The Board of Directors recommends the resolution at Item No. 1 for approval of the Members by way of an Ordinary Resolution.

A brief profile of Mr. Davidson is given below:

Mr. James Davidson is the President and Chief Strategy Officer of Accelya Group and is responsible for the organization’s commercial and financial solutions portfolio. Prior to its acquisition by Accelya, Mr. Davidson was the CEO of Farelogix Inc., a recognized disruptor and leader in airline distribution and commerce technology. Mr. Davidson has been involved in the travel industry for more than 25 years. Prior to 2005, he was President and CEO of NTE, an internet-based supply chain technology company focused on transportation pricing and transaction engines for shippers and carriers. In the past, he has held several senior leadership roles, including President and CEO of Amadeus Global Travel, North America; Head of Sales and Marketing at System One; and Vice President of Marketing at Reed Travel Group/OAG.

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ANNEXURE

Details of Mr. James Davidson seeking appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 (SS-2) with respect to Director seeking appointment is as under:

2 (SS-2) with respect to Director seeking appointment is	as under:
Name of Director	James Davidson
DIN	0009516461
Nationality	United States of America
Date of Birth	8 June 1955
Date of Appointment	Monday,28 February,2022
Qualification	B.S. – Management; M.S. – Counselor Education; and MBA
Expertise in specific functional area	Strategy & Business Development
Directorships held in other public companies (excluding foreign companies and Section 8 companies)	NIL
Memberships / Chairmanships of Committees of other public companies (includes only Audit Committee and Stakeholders’ RelationshipCommittee)	NIL
Relationship between Directors, Manager and other Key Managerial Personnel inter-se	NIL
Shareholdingin the Company	NIL
Remuneration details(IncludingSittingFees & Commission)	NIL

By the Order of the Board of Directors

Ninad Umranikar Company Secretary Membership No.: A14201

Place: Pune Date: 28 February, 2022

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