To, The Members,

Your Directors are pleased to present the fortieth report on the business and operations of the Company for the year ended 30 June 2026.

FINANCIAL RESULTS (STANDALONE)

DIVIDEND

? The Company had declared and paid an interim dividend of 45 per equity share during the year 2025-26.

? Your Directors are pleased to recommend a final dividend of 35 per equity share for the financial year ended 30 June 2026.

? The total dividend for 2025-26 is 80 per equity share which is lower by Rs. 10 than that of the previous year.

? The Dividend Distribution Policy of the Company is set out as Annexure 'A' and is also uploaded on the Company's website: https://w3.aceclya.com/wp-content/uploads/2024/10/Dividend-Distribution-Policy.pdf

OPERATING RESULTS

? Company's total income for financial year ended 30 June 2026, stood at 55,724.49 lakhs as against 51,879.33 lakhs in the previous year, registering a growth of 7.41%.

? The total expenses for the year under review increased from 34,492.34 lakhs in 2024-25 to 40,783.25 lakhs during the year under review.

? Net profit of the Company reduced from 13,036.69 lakhs in 2024-25 to 10,306.70 lakhs in 2025-26, a decrease of 20.94%.

BUSINESS OPERATIONS

Airline Industry is witnessing an increase in passenger traffic year on year. This continued growth in traffic, passenger volumes and airline profitability is supporting sustained demand for the Company's airline solutions and services.

During the year under review, there was no change in the nature of the company's business, in accordance with Section 134 of the Act and the Companies (Accounts) Rules, 2014, as amended.

SUBSIDIARIES

Pursuant to the provisions of section 129(3) of the Companies Act, 2013 ('the Act'), a statement containing salient features of financial statements of Accelya Solutions Americas Inc. and Accelya Solutions UK Limited, in e-Form AOC-1 is attached to the financial statements.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and the financial statements of each of the subsidiaries, are available on our website, w3.aceclya.com . Further, in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and in accordance with the Accounting Standard 21 (AS-21), the Consolidated Financial Statements prepared by the Company include financial information of its subsidiaries.

In order to simplify the Accelya's group structure, the Board of Directors of the Company, during the year, approved the striking off of Accelya Solutions UK Limited, the wholly owned subsidiary of the Company in the United Kingdom.

The Company's Policy for determining material subsidiaries may be accessed on the website of the Company at https://w3.accelya.com/wp-content/uploads/2024/10/Policy-for-Determining-Material-Subsidiaries.pdf

DISCLOSURE OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during year: Not applicable

BOARD OF DIRECTORS

Six meetings of the Board of Directors ('the Board') were held during the year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

The Company has received the following declarations from all the Independent Directors confirming that:

They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations. In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database. In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Board, based on the declaration(s) received from the Independent Directors, has verified the veracity of such disclosures and confirm that the Independent Directors fulfil the conditions of independence specified in the Listing Regulations and the Companies Act, 2013 and are independent of the management of the Company.

The Board is satisfied that plans are in place for orderly succession for appointment to the Board and to Senior Management Personnel.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

Not applicable as no independent director was appointed during the year.

Evaluation of Board, its Committees and Directors

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees, Chairperson and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The Nomination & Remuneration Committee evaluated the performance of the Board and its committees.

The performance of the Board, its committees and independent directors was evaluated by the Board on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of non-independent directors and the Board as a whole was evaluated.

Retirement by rotation and re-appointment of Mr. Jose Maria Hurtado

Mr. Jose Maria Hurtado Carrasco (DIN: 08621867), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Jose Maria Hurtado Carrasco (age 53 years) is the non-executive non-independent director of the Company.

Mr. Jose Maria Hurtado Carrasco is the Chief Financial Officer of Accelya Group. He is responsible for the financial management of Accelya and plays a key role in the definition and implementation of Accelya's strategy, including mergers and acquisitions. Mr. Jose Maria Hurtado Carrasco started his professional career at KPMG. He joined Accelya in 2007. Prior to joining Accelya, Mr. Jose Maria headed the finance of Siemens VDO Automotive in Spain & France for more than 10 years.

The other details of Mr. Jose Maria Hurtado Carrasco like the nature of his expertise in specific functional areas, names of companies in which he holds directorships and memberships / chairmanships of Board Committees and shareholding etc. as stipulated under the Listing Regulations, are provided as an Annexure to the AGM notice.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of the Act. Information regarding investments covered under the provisions of section 186 of the Act is detailed in the financial statements.

Details of loan, guarantee, investment or security given by the company as per section 186

(a) Whether any loan, guarantee is given by the company or securities of any other body corporate purchasedRs No. (b) Whether the Company falls in the category provided under section 186(11)Rs No (c) Are there any reportable transactions on which section 186 appliesRs (whether or not threshold exceeds 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account): No (d) Brief details as to why transaction is not reportable: The Company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, securities of any other body corporate, exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30 June 2026, the applicable accounting standards have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30 June 2026 and of the profit of the Company for the year ended on that date; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMMITTEES

As of 30 June 2026, the Board has 6 Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Stakeholders Relationship Committee and Share Transfer Committee.

During the year, all recommendations of the Committees were approved by the Board. A detailed note on the composition of the Board and its Committees, terms of reference, number of committee meetings held during the financial year 2025-26, and attendance of the members, is provided in the Report of Corporate Governance forming part of this Integrated Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company are in line with the provisions of the Act and the Listing Regulations.

HUMAN RESOURCE

The Board has not granted any stock options during the year under review. During the year the Company also did not have any options in force. Therefore, the details required to be given under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not being given.

During the year, the Company had cordial relations with its employees. Disclosures with respect to the remuneration of Directors and employees as required under section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 'B'.

Details of employee remuneration as required under provisions of section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, forms part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Financial Statements as set out therein, are being sent to all members of your Company excluding the aforesaid information. The particulars shall be made available to any member on request.

NUMBER OF EMPLOYEES AS ON THE CLOSE OF FINANCIAL YEAR

The Company had a total no. of 1248 employees as at the end of the financial year, the break-up of which is provided below:

? Male employees: 755

? Female employees: 493

? Transgender employees: Nil

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

TRANSFER TO RESERVES

No amount is proposed to be transferred to General Reserve on declaration of dividend(s).

POLICIES

Your Company has formulated policy on related party transactions, policy for determining material subsidiaries, CSR policy and whistle blower policy in terms of the legal requirements. These and other policies are available on the website of the Company at https://w3.aceclya.com/investors/

RELATED PARTY TRANSACTIONS

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in e-Form AOC-2 of Companies (Accounts) Rules, 2014, are provided elsewhere in this Report.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide a framework to promote responsible and secure whistle blowing process. It protects employees wishing to raise a concern about serious irregularities within the Company or its employees.

Protected disclosures can be made by a whistle blower through an email or by a phone call to the Ombudsperson appointed under the Policy. No personnel of the Company has been denied access to the audit committee.

DISCLOSURE PURSUANT TO SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has in place a Policy for Prevention of Sexual Harassment at the Workplace.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has constituted Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment.

Following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: Nil (b) Number of complaints received during the year: Nil (c) Number of complaints disposed off during the year: Nil (d) Number of cases pending for more than 90 days: Nil (e) Number of cases pending at the end of the year: Nil

POLICY ON APPOINTMENT OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR MANAGEMENT & OTHER EMPLOYEES AND REMUNERATION POLICY

The Company has framed a policy on appointment of directors, key managerial personnel, senior management & other employees and remuneration policy which is annexed as Annexure 'C'.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Details on policy development and implementation by company on corporate social responsibility initiatives taken during year

(a) (i) Whether CSR is applicable as per section 135: Yes (ii) Turnover (in ?): 5,265,691,000 (iii) Net worth (in ?): 2,351,961,660

(b) Net profits for last three financial years

Average net profit of the company for last three financial years (as defined in Explanation to sub-section (5) section 135 of the Act) (? in Lakhs): 15,287.61

Prescribed CSR Expenditure (two per cent of the average net profits of the Company for last three financial years computed under section 198 amount) (? in Lakhs): 305.75

Total amount spent on CSR for the financial year (in Rupees): Kindly refer Annexure 'D' to the Directors Report.

Amount spent in local area (in Rupees): Kindly refer Annexure 'D' to the Directors Report.

Manner in which the amount spent during the financial year: Kindly refer Annexure 'D' to the Directors Report.

Number of CSR activities: 2 (for other details kindly refer Annexure 'D' to the Directors Report.)

Give details (name, address and email address) of implementing agency(ies).

1. Catalysts for Social Action Address: Unit No. 1002 to 1005, B wing, Kailas Business Park, Veer Savarkar Marg, Park Site, Vikhroli West, Mumbai 400 079 Email: info@csa.org.in

2. Sri Sathya Sai Health & Education Trust Address: 303, Tara Apartment, 132 Infantry Road, Bangalore 560 001 Email: info@srisathyasainjeevani.com

Explanation for not spending (Inability of company to formulate a well-conceived CSR Policy / Adoption of long gestation CSR programmes or projects / Suitable implementing agencies not found / Non-receipt of utilization certificate from implementing agencies / Delay in formation of CSR committee / Delay in implementation of plan/ Restructuring of CSR policies etc. / Budget advanced to NGOs but not spent / Delay in project identification / Lack of prior expertise/Delay in capacity building / Others: Not applicable

Whether a responsibility statement of the CSR Committee on the implementation and monitoring of CSR Policy is enclosed to the Board's Report: Yes

If others, specify: Not applicable

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

AUDITORS

Statutory Auditors

Your Company at its thirty ninth Annual General Meeting held on 6 November 2025 had appointed Walker Chandio & Co LLP , Chartered Accountants (Registration No. 001076N/N500013), Chartered Accountants as Statutory Auditors of the Company up to the conclusion of the forty fourth Annual General Meeting. The requirement for the annual ratification of statutory auditor's appointment at the Annual General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act. There are no qualifications or reservations or adverse remarks against the Company made by the Statutory Auditors in their report.

Further, there was no instance of fraud reported by the Statutory Auditors during the year under review, as required under section 134 of the Act and rules thereunder.

Secretarial Auditor

Your Company at its thirty ninth Annual General Meeting held on 6 November 2025 had appointed Nilesh A. Pradhan & Co. LLP , Practising Company Secretaries as Secretarial Auditors of the Company up to the conclusion of the forty fourth Annual General Meeting. The Secretarial Auditors have confirmed that they satisfy the independence criteria as required under the Act. There are no qualifications or reservations or adverse remarks made against the Company by the Secretarial Auditors in their report.

The details of the reports and certificate received from Nilesh A. Pradhan & Co. LLP, Company Secretaries, for the financial year 2025-26, are as under:

a. Secretarial Audit Report under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in 'Annexure E' to this Report. b. Secretarial Auditor's Certificate on Corporate Governance is annexed to the Report on Corporate Governance forming part of this Annual Report as required by Schedule V of the Listing Regulations.

SECRETARIAL STANDARDS

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

EXTRACT OF ANNUAL RETURN

The Annual Return for the year 2024-25 is available on https://w3.accelya.com/wp-content/uploads/2026/02/Annual-Return-2024-2025.pdf

Annual return for the financial year 2025-26 will be uploaded on website once it is filed on Ministry of Corporate Affairs Portal after the ensuing Annual General Meeting.

CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms part of this report. Business Responsibility and Sustainability Report under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 forms a part of this report and is annexed herewith as Annexure 'F'.

FIXED DEPOSITS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are annexed hereto as Annexure 'G'.

OTHER DISCLOSURES

i) Details in respect of Company's internal controls with reference to financial statements are stated in the Management Discussion and Analysis which forms part of this report.

ii) The requirements to disclose the details of difference between amount of the valuation done at time of one-time settlement and the valuation done while taking loan from banks and financial institutions along with the reasons thereof, is not applicable.

iii) No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review along with their status as at the end of the financial year is not applicable.

iv) The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.

v) The Company has complied with the provisions of Maternity Benefit Act 1961 (as amended) during the financial year 2025-26.

ACKNOWLEDGMENT

Your directors extend their gratitude to all investors, clients, vendors, banks, financial institutions, regulatory and governmental authorities and stock exchanges for their continued support during the year. The directors place on record their appreciation of contribution made by the employees at all levels for their dedicated and committed efforts during the year.

For and on behalf of the Board of Directors

Gurudas Shenoy - Managing Director - DIN: 03573375 Saurav Adhikari - Independent Director - DIN: 08402010

Place: Mumbai Date: 29 July 2026