డైరెక్టర్ల నివేదిక ACCEL Ltd.

Mar 31, 2025

Your directors are elated to present their report on Company''s Business Operations along with the Audited
Financial Statements for the year ended 31st March 2025.

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs)

PARTICULARS		STANDALONE		CONSOLIDATED
		2024-25	2023-24	2024-25	2023-24
Revenue from operations		16,282.39	16,633.49	16,304.53	16,709.02
Other income		340.91	171.47	343.93	174.71
Total Revenue		16,623.30	16,804.96	16,648.45	16,883.73
Expenses excluding Finance cost & Depreciation and amortization		14,765.88	14,896.50	14,878.99	15,008.08
Profit before Finance cost & Depreciation and amortization (EBITDA)		1,857.42	1,908.45	1,769.46	1,875.65
Profit before Share of profit of Associate and Exceptional Items		497.56	545.03	363.83	467.47
Share of profit of Associate		-	-	53.13	22.66
Exceptional Items	- Income	-	(46.01)	-	(46.01)
Profit after Share of profit of Associate and Exceptional Items		497.56	499.03	416.96	444.12
Total Tax expenses		233.21	115.06	233.21	115.18
Net Profit after tax		264.35	383.97	183.75	328.94
Earnings Per	Basic	0.46	0.67	0.32	0.57
Share	Diluted	0.46	0.67	0.32	0.57

REVIEW OF OPERATIONS

During the year under review, your Company recorded a total income of Rs. 16,623.30 lakhs (Previous Year
Rs. 16,804.95 lakhs). The Company reported a Net profit after tax of Rs. 264.35 lakhs.

Accel Limited is a leading provider of IT Infrastructure
Management Services spread across India. The
portfolio of services includes life cycle support
for new generation IT infrastructure, Warranty
fulfillment services, Managed Print services and
Cyber security services. The Company also has a
realty division focusing on providing ready-to-use
plug and play IT space, in their own built-up space
in KINFRA SEZ, Trivandrum.

MERGER APPLICATION

The Board of Directors at their meeting held on
28th May,2024 proposed for the merger of M/s.
Accel Media Ventures Limited, one of its subsidiary
Company with M/s. Accel Limited ("the Scheme”),
the holding company with effect from 01st April,
2024. The proposal has been approved by the
Board on their meeting held on 24th June, 2024
and an application has been filed with the Hon''ble
National Company Law Tribunal, Chennai for their
approval.

The Hon''ble NCLT vide order dated 27th June
2025 has ordered to hold a Court Convened Extra¬
Ordinary General Meeting on 09th August, 2025 at
the Registered Office of the Company for taking
approval of Shareholders, Secured Creditors and
Unsecured Creditors. The Shareholders, Secured
Creditors and Unsecured Creditors vide Court
Convened Extra-Ordinary General Meeting on 09th
August, 2025 has conveyed consent with 100%
votes cast in favor for the aforesaid scheme. At
present, the Scheme is before deliberation of the
Hon''ble National Company Law Tribunal, Chennai.

SHARE CAPITAL

The paid-up share capital of the Company at
the beginning of this financial year was Rs.
11,51,44,802/- consisting of 5,75,72,401 nos. of

equity shares of Rs. 2/- each. During the year under
review, the Company has not issued any shares to
the employees or public.

The total paid up share capital of the Company
as on 31st March 2025 was Rs. 11,51,44,802/-
consisting of 5,75,72,401 numbers of equity shares
of Rs. 2/- each.

DIVIDEND

Based on the performance of the Company, the
Board of Directors has recommended a dividend
at the rate of Rs.0.30/- per share [15% of the total
paid-up share capital] for the financial year 2024-25
and aggregating to Rs. 172.72 Lakhs.

The payment of dividend is subject to the approval
of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 and Section 125 of the
Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, transfer and Refund) Rules,
2016 (''the Rule''), all the unpaid and unclaimed
dividends are required to be transferred by
the Company to the IEPF established by the
Government of India, after the completion of
Seven Years. Further, according to the Rules, the
shares on which dividend has not been paid or
claimed by the Shareholder for seven consecutive
years or more shall also be transferred to demat
account of the IEPF Authority. Accordingly, the
unclaimed and unpaid dividends of Rs. 1,81,966.00
relating to financial year 2017-2018 (Interim) shall
be transferred to IEPF on account of completion
of seven years. The dividend amount relating to
financial year 2021-2022 (Final) Rs. 1,94,416 and
2022-2023 (Final) Rs. 1,47,521 shall remain same
in the Unpaid Dividend Account of the Company.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (''the Rules''), all unpaid or unclaimed dividend
are required to be transferred by the Company to the
IEPF established by the Government of India, after
the completion of seven years. Further, according to
the said Rules, the shares on which dividend has not
been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred
to the demat account of the IEPF Authority. During
the year under review, the Company has not
transferred any amount to the IEPF as no amounts
were due to be transferred.

During the Financial Year 2025-26, the unclaimed
dividend relating to financial year 2017-2018
(Interim) of Rs. 1,81,966/- and 1,82,617 equity
shares were transferred to IEPF as on 01.08.2025.

TRANSFER TO RESERVES

During the period under review, your Company has
not transferred any amount to the reserves.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION BETWEEN
THE END OF FINANCIAL YEAR AND DATE OF
REPORT AFTER THE BALANCE SHEET DATE

Other than the points mentioned hereunder, there
were no material changes and commitments
affecting the financial position of the Company
occurred between the end of the financial year to
which this financial statement relates and the date
of this report.

• The Hon''ble NCLT vide order dated 27th June
2025 has ordered to hold a Court Convened
Extra-Ordinary General Meeting on 09th
August, 2025 at the Registered Office of the
Company for taking approval of Shareholders,

Secured Creditors and Unsecured Creditors.
The Shareholders, Secured Creditors and
Unsecured Creditors vide Court Convened
Extra-Ordinary General Meeting on 09th
August, 2025 has conveyed consent with 100%
votes cast in favor for the aforesaid scheme. At
present, the Scheme is before the deliberation
of the Hon''ble National Company Law Tribunal,
Chennai.

• During the Financial Year 2025-26, the
unclaimed dividend relating to financial year
2017-2018 (Interim) of Rs. 1,81,966/- and
1,82,617 equity shares were transferred to IEPF
as on 01.08.2025.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report
for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 as amended ("Listing
Regulations”), is presented in a separate section
forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Companies
Act, 2013 (hereinafter referred to as "the Act”),
Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended
(hereinafter referred to as "Listing Regulations”)
and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company
for the financial year 2024-25, together with the
Auditors'' Report forms part of this Annual Report.

SUBSIDIARY COMPANIES / ASSOCIATE
COMPANIES / HOLDING COMPANIES / JOINT
VENTURES

A statement containing the salient features of the
financial statement of Subsidiary Companies/

Associate Companies, as per Section 129(3) of the

Companies Act, 2013 is provided in Form No. AOC

-1 [Annexure I].

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of

section 134 of the Companies Act, 2013, Directors,

to the best of their knowledge and belief, state that-

i. in the preparation of the annual financial
statements for the year ended 31st March 2025,
the applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any;

ii. such accounting policies have been selected
and applied consistently and made such
judgements 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
the end of the financial year 31st March 2025
and of the profit/loss of the Company for that
period;

iii. proper and sufficient care have been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. annual financial statements have been prepared
on a going concern basis;

v. internal financial controls have been laid down
and followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and

vi. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by
the Securities and Exchange Board of India ("SEBI”).
The Company has also implemented several best
governance practices. The report on Corporate
Governance as stipulated under the Listing
Regulations forms part of this Annual Report. The
requisite certificate from the Statutory Auditors
of the Company confirming compliance with the
conditions of Corporate Governance is attached to
the report on Corporate Governance.

Pursuant to the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements, Regulations, 2015 applicable to the
Company, the report on Corporate Governance
along with the certificate from a Practicing
Company Secretary certifying compliance with
conditions of Corporate Governance for the year
ended 31st March, 2025 is annexed as Annexure- II.

RELATED PARTY TRANSACTIONS

During the Financial year 2024-25, Related Party
Transactions as defined under Section 188 of the
Act read with Companies (Meeting of Board and its
Powers) Rules, 2014, and the Listing Regulations,
as amended, were at arm''s length and in ordinary
course of business.

Omnibus approval for related party transactions (at
arm''s length and in ordinary course of business),
which were foreseen and repetitive in nature were
obtained from the Audit Committee. During the
period under review, your Company did not enter
into any Related Party Transactions, which may
be considered material in terms of Section 188 of
the Companies Act, 2013 read with Companies
(Meeting of Board and its Powers) Rules, 2014,
as amended, and Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The disclosure in Form AOC-2
is annexed as Annexure- III to this Report. Suitable
disclosure as required by the Indian Accounting
Standards (Ind AS 24) has been made in the notes
to the Financial Statements.

RISK MANAGEMENT POLICY

Information on the development and
implementation of a Risk Management Policy for
the Company including identification therein of
elements of risk, which in the opinion of the Board
may threaten the existence of the Company, is
given in the Management Discussion and Analysis
Report.

DETAILS OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has in place adequate financial
controls commensurate with the size of the
business. During the year, such controls were
tested and no reportable material weaknesses in
the design or operation were observed.

The internal financial controls with reference to the
financial statements were adequate and operating
effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in conformity with
Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
the relevant provisions of the Companies Act, 2013.
The Directors possess requisite qualifications and
experience in general corporate management,
strategy, finance, administration and other allied
fields, which enable them to contribute effectively
to the Company in their capacity as Directors
of the Company. None of the directors of the
company is disqualified under the provisions of

the Companies Act, 2013 (''Act'') or under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Changes in Directors

Resignation of Mr. K. R. Chandrasekaran:

Mr. K. R. Chandrasekaran [DIN: 00212855], Director
resigned from the Board as on 13th November, 2024

Appointment of Mr. N. R. Panicker

The Nomination and Remuneration Committee
at their meeting held on 13th November, 2024
considered the appointment of Mr. N. R. Panicker
[DIN: 00236198] as an Additional Director of the
Company on account of resignation of Mr. K. R.
Chandrasekaran.

The Board of Directors appointed Mr. N. R. Panicker
[DIN: 00236198] as an Additional Director of the
Company as per the recommendation of the
Nomination Remuneration Committee and Audit
Committee, at their meeting held on 13th November,
2024 subject to the shareholders'' approval.

Subsequently, the regularization of the appointment
of Mr. N. R. Panicker [DIN: 00236198] as Managing
Director of the Company was placed before
shareholders for approval through Postal Ballot.
The Appointment was approved by Shareholders
by way of Special Resolution dated 18th December,
2024.

Retirement by Rotation:

The Independent Directors hold office for a fixed
term not exceeding five years from the date of their
appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at
least two-thirds of the total number of Directors
(excluding independent directors) shall be liable to
retire by rotation. Accordingly, Ms. Shruthi Panicker
(DIN: 07148631), Director, being the longest in

the office amongst the Directors liable to retire
by rotation, retires from the Board by rotation this
year and, being eligible, has offered himself for
reappointment.

The Board of Directors recommends his re¬
appointment at Item No. 3 of the Notice Calling the
39th Annual General Meeting for consideration of
the Shareholders.

The Brief resume and other details relating to Mr.
K Nagarajan, Independent Director and Shruthi
Panicker, Director who is proposed to be re¬
appointed, as required under Regulation 36(3)
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended ("Listing
Regulations”), is given in Annexure to the notice
calling 39th Annual General Meeting.

Change in Key Managerial Personnel:

The Board of Directors at their meeting held on 13th
November, 2024 took note of the resignation of Mr.
N. R. Panicker as Chief Executive Officer with effect
from 13th November, 2024.

The Board of Directors at their meeting held on
31st August 2024 approved the resignation of
Ms. Deepika K from the position of Whole Time
Company Secretary and Compliance Officer of the
Company with effect from closing business hours
of 31st August 2024.

Pursuant to the recommendation of Nomination
and Remuneration at their meeting held on 31st
August 2024, The Board of Directors at their
meeting held on 31st August 2024 appointed Mr.
Vishnu S to the position of Whole Time Company
Secretary and Compliance Officer of the Company
with effect from 01st September, 2024.

The Company has filed all disclosures to the Stock
Exchange as per the SEBI regulations.

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

a) they meet the criteria of independence
prescribed under the Act and the Listing
Regulations and

b) they have registered their names in the
Independent Directors'' Databank.

Detailed information about the Directors is provided
in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS
AND STATEMENT ON COMPLIANCE OF CODE OF
CONDUCT

The Company has received necessary declaration
from each independent director under Section
149(7) of the Companies Act, 2013, that he/ she
meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed
that they have complied with Schedule IV of the Act
and the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing
Regulations, the Independent Directors have
confirmed that he meets the criteria of independence
as provided in clause (b) of sub-regulation (1) of
Regulation 16 and that they are not aware of any
circumstance or situation, which exists or may
be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence.

During the year, Independent Directors of the
Company had no pecuniary relationship or
transactions with the Company, other than
sitting fees, commission and reimbursement of

expenses incurred by them for the purpose of
attending meetings of the Board of Directors and
Committee(s).

The Directors possess integrity, expertise and
experience in their respective fields

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Independent Directors are familiarized about the
Company''s operations and businesses. Interaction
with the Business heads and key executives of the
Company is also facilitated. Detailed presentations
on important policies of the Company are also made
to the directors. Direct meetings with the Chairman
are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the
group practices.

DISCLOSURES RELATED TO REMUNERATION TO
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

The information required under Section 197 of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 are attached to this report as Annexure IV.

PERFORMANCE EVALUATION

The Company has a policy for performance
evaluation of the Board, Committees and other
individual Directors including Independent Directors,
which includes criteria for performance evaluation
of Non- Executive Directors and Executive Directors.
In accordance with the manner specified by the
Nomination and Remuneration Committee, the
Board carried out an annual performance evaluation
of the Board, its Committees and Individual
Directors. The Independent Directors carried out an
annual performance evaluation of the Chairperson.
The Chairman of the respective Committees shared
the evaluation report with the respective Committee
members.

The performance of each Committee was
evaluated by the Board, based on the report of
evaluation received from respective Committees. A
consolidated report was shared with the Chairman
of the Board for his review and for giving his
feedback to each Director.

AUDITORS AND AUDIT REPORT

Statutory Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants was
appointed as the Statutory Auditors of the Company
for a period of 5 years at the Annual General Meeting
of the Company held on 29th September 2021 to
hold the office till the conclusion of 40thAnnual
General Meeting of the Company.

Auditor''s Comment

1. Refer to Note no. 47A to the Standalone
Annual Financial Statements regarding the
recoverability of loan given to one of its
Subsidiary Companies of Rs. 663.04 Lakhs
outstanding as on 31st March 2025 (Previous
year Rs 490.88 lakhs), which also includes debt
on account of preference shares that were not
redeemed as on 31st March 2025, that are
significantly overdue. The Management is of the
view that there is no diminution to the carrying
value of these loans and advances. However,
in the absence of sufficient appropriate audit
evidence regarding the timing of repayment
and extent of cash flows that will be available
from the respective company to settle these
dues, we are unable to comment upon the
recoverability of the carrying value of the said
as at 31st March 2025 and the consequential
impact thereof, if any, on the accompanying
Statement.

Management Response:

The Company has proposed to amalgamate
the said subsidiary with the Company effective
from 1st April 2024 and the necessary steps
have been initiated in this regard.

The Company is of the view that there is no
diminution to the carrying value of these loans
and advances, considering the fact that the
subsidiary Company is being proposed to be
amalgamated with the Company. Further the
amount due towards loans and advances will
get eliminated in the books while giving effect
to the merger order for the proposed merger,
subsequent to the receipt of approval from the
statutory authorities.

Auditors Comments:

2. Refer to Note no. 47 B to the standalone
financial statement regarding the carrying
value of the unquoted Investment of its one
associate company amounting to Rs. 487.79
Lakhs. The Management has not recognized
the diminished value based on an independent
valuer who valued at Rs. 172.82 Lakhs on 28th
February 2025 in respect of this investment.
The Management is of the opinion that there is
no diminishing value of these investments and
considers the Present Value as Fair Value. In
the absence of sufficient appropriate evidence
to support the management conclusion, we
are unable to comment upon adjustments, if
any, that may be required to the carrying value
of these investments and their consequential
impact on the accompanying standalone
financial statements.

Management Response:

Based on the preliminary review, the Company is
of the understanding that Valuation report was
prepared by a registered valuer. Further the said

Valuation was approved by Board of Directors
and shareholders of the associate company in
a duly convened meeting. The Company is of
the opinion that there is no diminishing value of
these investments and considers the Present
Value as Fair Value

3. Refer note no. 48 to the Standalone Financial
statements for the year, the balance at the end
of the financial year for trade receivables, trade
payables, loans & advances and advances
received from the customers are subject to
confirmation. The Management is of the view
that there is no permanent diminution/Changes
to the carrying value of these trade receivables,
loans & advances, advance received and trade
payables; however, provisions as per policy has
been made in this regard in the accompanying
financial statements.

Management Response:

The Company is of the view that there is no
permanent change to the carrying value of
these loans and advances, trade receivables
and trade payables except for the provision
considered in this regard in the accompanying
financial statements.

Auditors Comments:

4. Refer Note no. 52A to the Standalone financial
statements where the Company has proposed
to amalgamate one of its subsidiary companies.

Management Response:

The Company has proposed to amalgamate
one of its subsidiaries M/s. Accel Media
Ventures Limited with the Company effective
from 1st April 2024 and the necessary steps
have been initiated in this regard. This matter
is before the deliberation of Hon''ble NCLT,
Chennai.

Auditors Comments:

In respect of loans and advances in the nature
of loans granted by the Company, the schedule
of repayment of principal and the payment
of the interest has not been stipulated and
accordingly, we are unable to comment as to
whether the repayments/receipts of principal,
interest are regular.

Management Response:

The company has given unsecured loans to
subsidiaries, which is repayable on demand.
There is no repayment schedule as it is
repayable on demand. The Company has
initiated necessary actions to collect the loan
amount.

Auditors Comments:

Refer note number (iii)(d) to the Company
(Audit Report) Order, 2020 of the Standalone
Financial Statements for the year, (d) In the
absence of stipulated schedule of repayment
of principal and payment of interest in respect
of loans or advances in the nature of loans, we
are unable to comment as to whether there is
any amount which is overdue for more than
90 days. Reasonable steps have been taken
by the Company for recovery of such principal
amounts and interest.

5. Management Response:

The company has taken necessary steps for
recovery of the principal amounts and interest
thereon.

Internal Auditors

M/s. Varma & Varma, Chartered Accountants
was appointed as the Internal Auditors of
the Company for the Financial Year 2023¬
24 and they have played an important role in

strengthening the internal controls within the
Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of
the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, as amended, your Directors
appointed M/s. JM & Associates, Company
Secretaries to undertake the Secretarial Audit
of your Company for the financial year 2023¬
24. The Report of the Secretarial Auditor for the
financial year 2024-25 is annexed as ''Annexure
V'' to this Report.

Auditor''s Comment

1. During the year under review, the Company has
generally complied with applicable Secretarial
Standards (SS-1 and SS-2) issued by The
Institute of Company Secretaries of India.

Management response

The Company has necessary policies and practices

that ensures compliance with the provisions of the

Companies Act, 2013 and Secretarial Standards

(SS-1 and SS-2) issued by The Institute of Company

Secretaries of India.

Auditor''s Comment

2. During the year under review, the Company
has generally complied with provisions of the
Act and Rules made thereunder in respect of
filing in forms and returns with the Registrar
of Companies and Regional Director, Chennai
within the prescribed time, extended the time
notified by the Authority and few forms were
filed with such other additional time and
additional fees as provided under Section 403
of the Companies Act, 2013.

Management response

The Company has taken all necessary steps to
avoid paying additional fees, for filing purposes.

DISCLOSURES

COMMITTEES OF THE BOARD

There are various Board constituted Committees
as stipulated under the Act and Listing
Regulations namely Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, and Corporate Social
Responsibility (CSR) Committee. Brief details
pertaining to composition, terms of reference,
meetings held and attendance - of these
Committees during the year have been enumerated
in Corporate Governance report.

I. Meetings of the Board

Seven (7) Meetings of the Board of Directors
were held during the year. The particulars of
meetings held and attended by each Director
are detailed in the Corporate Governance
Report.

II. Audit Committee

The Audit Committee comprises of 3 [three]
Directors namely Mr. K. R. Varma (Chairman),
Mr. K. Nagarajan and Mr. Rangarajan Raghavan
as on 31st March 2025. During the year all
the recommendations made by the Audit
Committee were accepted by the Board.

III. Nomination And Remuneration Committee

The Nomination and Remuneration Committee
comprises of Mr. Rangarajan Raghavan
(Chairman), Mrs. Shruthi Panicker and Mr. K.
Nagarajan as on 31st March 2025.

IV. Stakeholders Relationship Committee

The stakeholders Relationship Committee
comprises of Mr. Rangarajan Raghavan
(Chairman), Mr. K. R. Varma and Mr. K.
Nagarajan as on 31st March 2025.

V. Corporate Social Responsibility Committee

The Company has constituted a CSR
Committee during the financial year 2023-24.
The Committee comprises of the following
Directors:

1. Mr. K. Nagarajan (Chairman)

2. Mr. Rangarajan Raghavan

3. Mr. K. R. Varma

The details of the Corporate Social
Responsibility activities undertaken by the
Company and the amount spent towards the
same are given in detail in "Annexure VI”.

COMPLIANCE OF SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company
is complying with the Secretarial Standards issued
by the Institute of Company Secretaries of India
and approved by Central Government with respect
to meetings of the Board of Directors and General
meetings.

VIGIL MECHANISM

The Company has established a robust Vigil
Mechanism and a Whistle-blower policy in
accordance with the provisions of the Act and Listing
Regulations. The Vigil Mechanism is supervised by
an ''Ethics & Compliance Task Force'' comprising a
member of the Board as the Chairperson and senior
executives as members.

Protected disclosures can be made by a
whistleblower through an e-mail, or dedicated

telephone line or a letter to the Ethics & Compliance
Task Force or to the Chairman of the Audit
Committee. The Vigil Mechanism and Whistle¬
blower policy is put up on the Company''s website
and can be accessed at www.accel-india.com.

REPORTING UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual
Harassment policy in line with the requirements of
The Sexual Harassment of Women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints committee (ICC) has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under
this policy. One case was reported relating to Sexual
harassment complaints during the financial year
2024-25.

No. of Complaints of sexual harassment received during the period 1st January, 2024 to 31st December, 2024	1
No. of complaints disposed off	Nil
No. of cases pending for more than 90 days	1 (Matter under Sub Judice, Hon''ble Ad¬ ditional Labor Office, Lucknow)
Nature of Action taken by the Employer	The Respondent was transferred to another branch and later he Voluntarily resigned.

REPORTING WITH RESPECT TO COMPLINCE OF
PROVISIONS RELATING TO MATERNITY BENEFIT
ACT, 1961

During the reporting period, the company has taken
Appropriate Steps for Ensuring the compliance of
provisions relating to Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Information regarding loans, guarantees and
investments covered under the provisions of the
Companies Act, 2013 are detailed in the Financial
Statements [Refer Note no.22 and 24 of the
Financial Statements].

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

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)
(m) of the Companies Act, 2013 read with Rule, 8
(3) of The Companies (Accounts) Rules, 2014, is
annexed herewith as "Annexure VII to this Report”.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on 31st March
2023 is available in the official website of the
Company www.accel-india.com.

CODE OF CONDUCT FOR THE PREVENTION OF
INSIDER TRADING

The Board of Directors have adopted the Insider
Trading Policy in accordance with the requirements
of the SEBI (Prohibition of Insider Trading)
Regulation, 2015 as amended from time to time.
The Insider Trading Policy of the Company lays

down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares
of the Company, as well as the consequences
of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals
by employees and to maintain the highest ethical
standards of dealing in Company securities.

The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure
of unpublished price sensitive information and code
of conduct for the prevention of insider trading, is
available on our website: - https://www.accel-india.
com/investors

CEO/CFO CERTFICATION

As required Regulation 17(8) read with Schedule
II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/CFO
certification is attached with the annual report.

GENERAL

Your directors state that no disclosure or reporting
is required in respect of the following matters as
there were no transactions on these items during
the year under review:

• Details relating to deposits covered under
Chapter V of the Act.

• Issue of equity shares with differential rights as
to dividend, voting or otherwise.

• The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the
benefit of employees.

• No significant or material orders were passed
by the Regulators or Courts or Tribunals which
would impact the going concern status and
Company''s operations in the future.

• No fraud has been reported by the Auditors to
the Audit Committee or to the Board.

• There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and
Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to
thank all its shareholders, valued customers, Banks,
Government and statutory authorities, investors
and stock exchanges for their continued support
to the Company. Your Directors wish to place on
record their deep sense of appreciation for the
committed services by employees. Your Directors
acknowledge with gratitude the encouragement
and support extended by the valued shareholders
and the Promoters of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

N R PANICKER S. V. RAO

MANAGING DIRECTOR WHOLE-TIME

DIN: 00236198 DIRECTOR

DIN: 06600739

PLACE: CHENNAI
DATE: 13.08.2025

---

Mar 31, 2024

Your directors are elated to present their report on Company''s Business Operations along with the Audited Financial Statements for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs)
PARTICULARS		STANDALONE		CONSOLIDATED
		2023-24	2022-23	2023-24	2022-23
Revenue from operations		16,633.49	15,537.62	16,709.02	15,663.79
Other income		171.47	446.18	174.71	432.85
Total Revenue		16,804.95	15,983.80	16,883.73	16,096.63
Expenses excluding Finance cost & Depreciation and amortization		14,896.50	13,748.21	15,008.08	13,891.85
Profit before Finance cost & Depreciation and amortization (EBITDA)		1,908.45	2,235.58	1,875.65	2204.79
Profit before Share of profit of Associate and Exceptional Items		545.03	868.20	467.47	794.41
Share of profit of Associate		-	-	22.66	21.39
Exceptional Items	- Income	(46.01)	-	(46.01)	-
Profit after Share of profit of Associate and Exceptional Items		499.02	868.20	444.12	815.81
Total Tax expenses		115.06	531.50	115.18	531.67
Net Profit after tax		383.97	336.70	328.94	284.14
Earnings Per Share	Basic	0.67	0.59	0.57	0.50
	Diluted	0.67	0.59	0.57	0.50

During the year under review, your Company recorded a total income of Rs. 16,804.95 lakhs (Previous Year Rs. 15,983.80 lakhs). The Company reported a Net profit after tax of Rs.383.97 lakhs.

Accel Limited is a leading provider of IT Infrastructure Management Services spread across India. The portfolio of services includes life cycle support for new generation IT infrastructure, Warranty fulfillment services, Managed Print services and Cyber security services. The Company also has a realty division focusing on providing ready-to-use plug and play IT space, in their own built-up space in KINFRA SEZ, Trivandrum.

MERGER APPLICATION

The Hon''ble National Company Law Tribunal [NCLT], Chennai vide order dated 07th March 2023 approved for merging two wholly owned subsidiary companies, namely, M/s. Accel IT Services Limited (formerly known as Ensure Support Services (India) Limited) and M/s. Computer Factory (India) Private Limited with M/s. Accel Limited, the holding company. The order was filed with Registrar of Companies, Chennai on 07th June 2023 and was later approved.

The Board of Directors at their meeting held on 07th July, 2023 approved the proposal for merger of M/s. Accel Media Ventures Limited and M/s. Accel OEM Appliances Limited, two subsidiary companies with M/s. Accel Limited, holding company. An application was filed with Stock Exchange (BSE) for their approval was later rejected.

The Board of Directors at their meeting held on 28th May,2024 proposed for the merger of M/s. Accel Media Ventures Limited, one of its subsidiary

Company with M/s. Accel Limited, the holding company with effect from 01st April, 2024. The proposal has been approved by the Board on their meeting held on 24th June, 2024 and the application has been filed with the Stock Exchange (BSE) for their NOC.

SHARE CAPITAL

The paid-up share capital of the Company at the beginning of this financial year was Rs. 11,51,44,802/- consisting of 5,75,72,401 nos. of eguity shares of Rs. 2/- each. During the year under review, the Company has not issued any shares to the employees or public.

The total paid up share capital of the Company as on 31st March 2024 was Rs. 11,51,44,802/-consisting of 5,75,72,401 numbers of eguity shares of Rs. 2/- each.

DIVIDEND

Based on the performance of the Company, the Board of Directors has recommended a dividend at the rate of Rs.0.30/- per share [15% of the total paid-up share capital] for the financial year 2023-24 and aggregating to Rs. 172.72 Lakhs.

The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (''the Rule''), all the unpaid and unclaimed dividends are reguired to be transferred by the Company to the IEPF established by the Government of India, after the completion of Seven Years. Further, according

to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the unclaimed and unpaid dividends of Rs. 1,81,942.00 relating to financial year 20172018 (Interim) shall be transferred to IEPF on account of completion of seven years. The dividend amount relating to financial year 2021-2022 (Final) Rs. 1,94,649.80 and 2022-2023 (Final) Rs. 1,29,035.00 shall remain same in the unpaid Dividend Account of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividend are reguired to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has not transferred any amount to the IEPF as no amounts were due to be transferred.

TRANSFER TO RESERVES

During the period under review, your Company has not transferred any amount to the reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AFTER THE BALANCE SHEET DATE

Other than the points mentioned hereunder, there were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

• The Board of Directors at their meeting held on 24th June, 2024 approved for the merger of M/s. Accel Media Ventures Limited, one of the subsidiary Company with M/s. Accel Limited, the holding company with effect from 01st April, 2024. The application has been filed with the Stock Exchange (BSE) for their NOC.

• M/s. Accel OEM Appliances Limited one of the subsidiary Company made a voluntary application to ROC under Section 248 (2) of the Companies Act, 2013 on 30th April 2024 for removing its name from Register of Companies and the same was later approved.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 as amended ("Listing Regulations”), is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 as amended (hereinafter referred to as "Listing Regulations”)

and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors'' Report forms part of this Annual Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / HOLDING COMPANIES / JOINT VENTURES

A statement containing the salient features of the financial statement of Subsidiary Companies/ Associate Companies, as per Section 129(3) of the Companies Act, 2013 is provided in Form No. AOC -1 [Annexure I].

DIRECTORS'' RESPONSIBILITY STATEMENT

As reguired under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, state that-

i. in the preparation of the annual financial statements for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied consistently and made such Judgements 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 the end of the financial year 31st March 2024 and of the profit/loss of the Company for that period;

iii. proper and sufficient care have been taken for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the

assets of the Company and for preventing and detecting fraud and other irregularities;

iv. annual financial statements have been prepared on a going concern basis;

v. internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adeguate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance reguirements set out by the Securities and Exchange Board of India ("SEBI”). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements, Regulations, 2015 applicable to the Company, the report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance for the year ended 31st March, 2024 is annexed as Annexure- II.

During the Financial year 2023-24, Related Party Transactions as defined under Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, and the Listing Regulations, as amended, were at arm''s length and in ordinary course of business.

Omnibus approval for related party transactions (at arm''s length and in ordinary course of business), which were foreseen and repetitive in nature were obtained from the Audit Committee, During the period under review, your Company did not enter into any Related Party Transactions, which may be considered material in terms of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The disclosure in Form AOC-2 is annexed as Annexure- III to this Report, Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements,

RISK MANAGEMENT POLICY

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Management Discussion and Analysis Report,

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate financial controls commensurate with the size of the business, During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed,

The internal financial controls with reference to the financial statements were adequate and operating effectively,

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013, The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, administration and other allied fields, which enable them to contribute effectively to the Company in their capacity as Directors of the Company, None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (''Act'') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

Changes in Directors

Resignation of Mr, N, R, Panicker:

Mr, N, R, Panicker (DIN: 00236198), Chairman and Managing Director resigned from the Board on 21st September, 2023,

Appointment of Mr, K, R, Chandrasekaran:

The Nomination and Remuneration Committee at their meeting held on 29th November, 2023 considered the appointment of

Mr, K. R. Ohandrasekaran [DIN: 00212855] as an Additional Director of the Company on account of resignation of Mr. N. R. Panicker.

The Board of Directors appointed Mr. K. R. Ohandrasekaran [DIN: 00212855] as an Additional Director of the Company as per the recommendation of the Nomination Remuneration Committee and Audit Committee, at their meeting held on 29th November, 2023 subject to the shareholders'' approval.

Subsequently, the regularization of the appointment of Mr. Mr. K. R. Ohandrasekaran [DIN: 00212855] Director of the Company was placed before shareholders for approval through Postal Ballot. The Appointment was approved by Shareholders by way of Special Resolution dated 21st February, 2024.

Change in Designation of Mr. S.V Rao

The Board of Directors on their meeting dated 07th March 2023 appointed Mr. S V Rao [DIN: 06600739] as Additional Director of the Company as per the recommendation of Nomination and Remuneration Committee. Subsequently, the regularization of this appointment as Whole-Time Director of the Company was placed before shareholders for approval through Postal Ballot. The appointment was approved by shareholders by way of Special Resolution dated 29th May 2023.

Retirement by Rotation:

The Independent Directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at least two-thirds of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr. S. V. Rao (DIN:06600739), Whole-Time Director, being the longest in the office amongst the Directors liable to retire by rotation, retires from the Board by rotation this year and, being eligible, has offered himself for reappointment.

The Board of Directors recommends his re-appointment at Item No. 3 of the Notice calling the 28th Annual General Meeting for consideration of the Shareholders.

The Brief resume and other details relating to Mr.

S. V. Rao, who is proposed to be re-appointed, as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations”), is given in Annexure to the notice calling 28th Annual General Meeting.

Change in Key Managerial Personnel:

As per the recommendation of the Nomination Remuneration Committee, the Board of Directors at their meeting held on 21st September, 2023 appointed Mr. N. R. Panicker as Chief Executive Officer with immediate effect.

During the year, due to personal reasons Mr. Jagan Parthasarathy resigned from the position of Chief Financial Officer of the Company with effect from closing business hours of 31st August, 2023. Subsequently, the Board of Directors, as per the recommendation of the Nomination Remuneration

Committee and Audit Committee, at their meeting held on 29th November, 2023 appointed Mr. Rajesh Kumar Nandi as Chief Financial Officer with immediate effect.

The Board of Directors at their meeting held on 25th May, 2023 approved the resignation of Ms. H. Pavitra from the position of Whole Time Company Secretary and Compliance Officer of the Company with effect from closing business hours of 26th May, 2023.

The Board of Directors at their meeting held on 11th August, 2023 appointed Mr. SuraJ Prakash Gupta to the position of Whole Time Company Secretary and Compliance Officer of the Company with immediate effect and later he resigned with effect from closing business hours of 30th November, 2023. In the same meeting held on 29th November,2023 pursuant to the recommendation of Nomination and Remuneration, the Board of Directors approved the appointment of Ms. K. Deepika as the Company Secretary and Compliance Officer of the Company with effect from 01st December, 2023.

The Company has filed all disclosures to the Stock Exchange as per the SEBI regulations.

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

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and

b) they have registered their names in the Independent Directors'' Databank.

Detailed information about the Directors is provided in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that he/she meets the criteria of independence as provided in clause (b) of subregulation (1) of Regulation 16 and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent Judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Directors possess integrity, expertise and experience in their respective fields.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

independent Directors are familiarized about the Company''s operations and businesses. interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report as Annexure IV.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors including independent Directors, which includes criteria for performance evaluation of Non- Executive Directors and Executive Directors. In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out an annual performance evaluation of the Board, its Committees and individual Directors. The independent Directors carried out an annual performance evaluation of the Chairperson. The Chairman of the respective Committees shared the evaluation report with the respective Committee members.

The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and for giving his feedback to each Director.

AUDITORS AND AUDIT REPORTStatutory Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting of the Company held on 29th September 2021 to hold the office till the conclusion of 40th Annual General Meeting of the Company.

Auditors'' opinion:

1. Refer to Note No. 47(b) to the Standalone Financial Statements regarding recoverability of loan given to one of its Subsidiary Company of Rs. 490.88 Lakhs outstanding as on 31st March 2024 (Previous year Rs. 361.69 Lakhs) which are significantly overdue. The Management is of the view that there is no diminution to the carrying value of these loans and advances. However, in the absence of sufficient appropriate audit evidence regarding the timing of repayment and extent of cash flows that will be available from the respective company to settle these dues, we are unable to comment upon the recoverability of the carrying value of the said as at 31st March 2024 and the consequential impact thereof, if any, on the accompanying statement.

The Company has proposed to amalgamate the said subsidiary with the Company effective from 1st April 2024 and the necessary steps have been initiated in this regard.

The Company is of the view that there is no diminution to the carrying value of these loans and advances, considering the fact that the subsidiary Company is being proposed to be amalgamated with the Company. Further the amount due towards loans and advances will get eliminated in the books while giving effect to the merger order for the proposed merger, subsequent to the receipt of approval from the statutory authorities.

Auditors Comments:

2. Refer Note number 10A (2) to the Standalone annual financial results where the company has submitted petition for striking off through Fast track exit mode for one of its 100% owned subsidiary-company and its impact on the financial statements as an exceptional item.

Management Response:

M/s. Accel OEM Appliances Limited one of the subsidiary Company made a voluntary application to ROC under Section 248 (2) of the Companies Act, 2013 on 30th April 2024 for removing its name from Register of Companies and the same was later approved.

Auditors Comments:

3. Refer note number 48 to the Standalone Financial Statements for the year, the balance at the end of the financial year for sundry debtors, sundry creditors, loans & advances and advances received from the customer

are subject to confirmation. The management is of the view that there are no permanent diminution/changes to the carrying value of these sundry debtors, loans & advances and sundry creditors; however, provisions as per policy has been made in this regard in the accompanying financial statements.

Management Response:

The Company is of the view that there is no permanent change to the carrying value of these loans and advances, trade receivables and trade payables except for the provision considered in this regard in the accompanying financial statements.

Auditors Comments:

4. Refer Note number 53 to the Standalone financial statements where the Company has proposed to amalgamate one of its subsidiary companies.

Management Response:

The Company has proposed to amalgamate one of its subsidiaries M/s. Accel Media Ventures Limited with the Company effective from 1st April 2024 and the necessary steps have been initiated in this regard.

Auditors Comments:

5. Refer note number (i) (c) to the Company (Audit Report) Order, 2020 of the Standalone Financial Statements for the year, according to the information and explanations given to us and based on the records examined by us, we report that, the title deeds of all the Immovable properties of Land and Building which are freehold and included under the head

''Property, plant and equipment'' are held In the name of the Company except in cases given in Statement 1 as the title deeds are held in the name of the erstwhile subsidiary company viz. Computer Factory (India) Private Limited -CFIPL (amalgamated w.e.f.01.04.2020) .

Management Response:

The company registered the said title deed (erstwhile subsidiary company viz. Computer Factory (India) Private Limited - CFIPL) in the name of the Accel Ltd. on dated 18th April''2024 vide Amalgamation Deed no 439/2024. Subsequently the company sold this property vide sales deed no 549 dated 10th May 2024.

Auditors Comments:

6. Refer note number (iii)(c) to the Company (Audit Report) Order, 2020 of the Standalone Financial Statements for the year, in respect of loans and advances in the nature of loans granted by the Company, the schedule of repayment of principal and the payment of the interest has not been stipulated and accordingly, we are unable to comment as to whether the repayments/receipts of principal, interest are regular.

Management Response:

The company has given unsecured loans to subsidiaries, which is repayable on demand. There is no repayment schedule as it is repayable on demand. The Company has initiated necessary actions to collect the loan amount.

Auditors Comments:

7. Refer note number (iii)(d) to the Company (Audit Report) Order, 2020 of the Standalone Financial Statements for the year, (d) In the absence of stipulated schedule of repayment of principal and payment of interest in respect of loans or advances in the nature of loans, we are unable to comment as to whether there is any amount which is overdue for more than 90 days. Reasonable steps have been taken by the Company for recovery of such principal amounts and interest.

Management Response:

The company has taken necessary steps for recovery of the principal amounts and interest thereon.

Internal Auditors

M/s. Varma & Varma, Chartered Accountants was appointed as the Internal Auditors of the Company for the Financial Year 2023-24 and they have played an important role in strengthening the internal controls within the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, your Directors appointed M/s. JM & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for the financial year 2023-24. The Report of the Secretarial Auditor for the financial year 2023-24 is annexed as ''Annexure V'' to this Report.

1. During the year under review, the Company has generally complied with applicable Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

Management response

The Company has necessary policies and practices that ensures compliance with the provisions of the Companies Act, 2013 and Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

Auditor''s Comment

2. During the year under review, there were few e-forms filed beyond the due dates by paying additional fees with the Registrar of Companies (ROC).

Management response

The Company has taken all necessary steps to avoid paying additional fees henceforth, for filing purposes.

Auditor''s Comment

3. The Company in continuation filed the copy of the order issued by NCLT in E-form INC-28 with the Registrar of Companies [ROC], Chennai. However, after filing the said e-form, the Authorised share capital of the Company is wrongly reflecting as Rs 59,50,00,000/-instead of Rs. 33,50,00,000/- in the master data on the Ministry of Corporate Affairs portal. We understand from the Company that, it has communicated the same to the ROC and the issue has been rectified.

The Company has communicated the same to the ROC and the issue has been rectified. Further, the Company has taken all necessary steps to avoid such instances in future.

DISCLOSURESCOMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility (CSR) Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance - of these Committees during the year have been enumerated in Corporate Governance report.

I. Meetings of the Board

Ten (10) Meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.

II. Audit Committee

The Audit Committee comprises of 3 [three] Directors namely Mr. K. R. Varma (Chairman), Mr. K. Nagarajan and Mr. Rangarajan Raghavan as on 31st March 2024. During the year all the recommendations made by the Audit Committee were accepted by the Board.

III. Nomination And Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Rangarajan Raghavan (Chairman), Mrs. Shruthi Panicker and Mr. K. Nagarajan as on 31st March 2024.

IV. Stakeholders Relationship Committee

The stakeholders Relationship Committee comprises of Mr. Rangarajan Raghavan (Chairman), Mr. K. R. Varma and Mr. K. Nagarajan as on 31st March 2024.

V. Corporate Social Responsibility Committee

The Company has constituted a CSR Committee during the financial year 2023-24. The Committee comprises of the following Directors:

1. Mr. K. Nagarajan (Chairman)

2. Mr. Rangarajan Raghavan

3. Mr. K. R. Varma

The details of the Corporate Social Responsibility activities undertaken by the Company and the amount spent towards the same are given in detail in "Annexure VI”.

COMPLIANCE OF SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect

to meetings of the Board of Directors and General meetings.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with the provisions of the Act and Listing Regulations. The Vigil Mechanism is supervised by an ''Ethics & Compliance Task Force'' comprising a member of the Board as the Chairperson and senior executives as members.

Protected disclosures can be made by a whistleblower through an e-mail, or dedicated telephone line or a letter to the Ethics & Compliance Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistleblower policy is put up on the Company''s website and can be accessed at www.accel-india.com.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment policy in line with the reguirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case was reported relating to Sexual harassment complaints during the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

information regarding loans, guarantees and investments covered under the provisions of the Companies Act, 2013 are detailed in the Financial Statements [Refer Note no.22 and 24 of the Financial Statements].

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 (3) of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure VII to this Report”.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on as on 31st March 2023 is available in the official website of the Company www.accel-india.com.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors have adopted the insider Trading Policy in accordance with the reguirements of the SEBI (Prohibition of insider Trading) Regulation, 2015 as amended from time to time. The insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the conseguences of violation. The policy has been formulated to

regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website: https://www.accel-india. com/investors

CEO/CFO CERTFICATION

As reguired Regulation 17(8) read with Schedule ii of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.

GENERAL

Your directors state that no disclosure or reporting is reguired in respect of the following matters as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• issue of eguity shares with differential rights as to dividend, voting or otherwise.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status and

Company''s operations in the future,

• No fraud has been reported by the Auditors to the Audit Committee or to the Board,

• There is no Corporate insolvency Resolution Process initiated under the insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its shareholders, valued customers, Banks, Government and statutory authorities, investors and stock exchanges for their continued support

to the Company, Your Directors wish to place on record their deep sense of appreciation for the committed services by employees, Your Directors acknowledge with gratitude the encouragement and support extended by the valued shareholders and the Promoters of the Company,

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Mar 31, 2023

The Directors are elated to present their report on Company''s Business Operations along with the Audited Financial Statements for the year ended 31st March 2023.

FINANCIAL HIGHLIGHTS

PARTICULARS		STANDALONE		CONSOLIDATED
		2022-23	2021-22 (Restated -Refer Note below)	2022-23	2021-22
Revenue from operations		15,537.62	11,086.12	15,663.79	11,166.37
Other income		446.18	455.04	432.85	563.04
Total Revenue		15,983.80	11,541.16	16,096.63	11,729.41
Expenses excluding Finance cost & Depreciation and amortisation		13,748.21	9,746.18	13,891.85	9,903.80
Profit before Finance cost & Depreciation and amortisation (EBITDA)		2,235.58	1,735.21	2204.79	1,825.61
Profit before Share of profit of Associate and Exceptional Items		868.20	570.74	794.41	481.87
Share of profit of Associate		-	-	21.39	-
Exceptional Items- Income		-	-	-	-
Profit after Share of profit of Associate and Exceptional Items		868.20	570.74	815.81	481.87
Total Tax expenses		531.50	(108.45)	531.67	(107.14)
Net Profit after tax		336.70	679.20	284.14	589.00
Earnings Per Share	Basic	0.59	1.19	0.50	1.03
	Diluted	0.59	1.19	0.50	1.03

Note:

The financial results for the year ended 31st March 2022 of the Company have been restated by applying the principles as set out in Appendix C of Ind AS 103 "Business Combinations" and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India, pursuant to the approval received from National Company Law Tribunal ( NCLT) relating to amalgamation of M/s. Accel IT Services Limited [Formerly known as Ensure Support Services (India) Limited and M/s. Computer Factory (India) Private Limited.

REVIEW OF OPERATIONS

During the year under review, your Company recorded a total income of Rs. 15,983.80 lakhs (Previous Year Rs. 11,481.39 lakhs). The Company reported a Net profit after tax of Rs.336.70 lakhs.

Accel Limited is a leading provider of IT Infrastructure Management Services spread across PAN India. The portfolio of services includes end - to - end life cycle support for new generation IT infrastructure, Warranty fulfillment services, Managed Print services and Cyber security services. The Company also has a realty division focusing on providing ready-to-use plug and play IT space, in their own built-up space in KINFRA SEZ, Trivandrum.

MERGER APPLICATION

A Scheme of Amalgamation was filed with the Regional Director, Southern Region on 22nd September 2020 for merging two wholly owned subsidiary companies, namely, M/s. Accel IT Services Limited [formerly known as Ensure Support Services (India) Limited] and M/s. Computer Factory (India) Private Limited with Accel Limited, the holding Company. The Regional Director, Chennai vide order dated 9th November 2021 rejected the application for amalgamation.

In response, the Company filed an application before the National Company Law Tribunal [NCLT], Chennai to set aside the rejection order and to approve the merger. The Hon''ble National Company Law Tribunal [NCLT], Chennai Bench approved the merger vide its order dated 07th March, 2023.

The Board of Directors at their meeting held on 25th May,2023 proposed for the merger of M/s. Accel Media Ventures Limited and M/s. Accel OEM Appliances Limited, two subsidiary companies with the holding company M/s. Accel Limited with effect from 01st April, 2023. The proposal has been approved by the Board on their meeting held on 07th July, 2023 and the application has been filed with the Stock Exchange (BSE) for their approval.

SHARE CAPITAL

The paid-up share capital of the Company at the beginning of this financial year was Rs. 11,46,34,802/-consisting of 5,73,17,401 nos. of equity shares of Rs. 2/- each. During the year under review, the Company issued 2,55,000 nos. of equity shares of Rs. 2/- each to the employees of the Company under the Employees Stock Purchase Scheme 2021.ss

Thus, the total paid up share capital of the Company as on 31stMarch 2023 was Rs. 11,51,44,802/- consisting of 5,75,72,401 nos. of equity shares of Rs. 2/- each.

EMPLOYEES STOCK PURCHASE SCHEME 2021

The members of the Company in the General Meeting held on 29th September, 2021 approved the issue of 10,00,000 nos. of equity shares of the Company under the Employees Stock Purchase Scheme - 2021, to the employees who perform consistently well and to give them an opportunity to participate and benefit from the Company''s performance and to align the efforts of such talent towards long term value creation in the organization.

The Company successfully completed the Tranche II allotment of 2,55,000 shares on 09th February, 2023to those eligible employees and thereafter obtained the Listing and Trading approval from the Stock Exchange. The shares issued are subject to lock - in period of one year. The detailed disclosure has been provided in Annexure I of this report.

DIVIDEND

Based on the performance of the Company, the Board of Directors has recommended a dividend at the rate of Rs.0.30/- per share [15% of the total paid-up share capital] for the financial year 2022-23 and aggregating to Rs. 172.72 Lakhs.

The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority

(Accounting, Audit, transfer and Refund) Rules, 2016 (''the Rule''), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of Seven Years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the unclaimed and unpaid dividends of Rs. 181942.00 relating to financial year 2017-2018 (Interim) and Rs. 194649.80 relating to financial year 2021-2022 (Final) remains same in the unpaid Dividend Account of the Company. During the year under review, the Company has not transferred any amount to the IEPF as no amounts were due to be transferred.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has not transferred any amount to the IEPF as no amounts were due to be transferred.

TRANSFER TO RESERVES

During the period under review, your Company has not transferred any amount to the reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AFTER THE BALANCE SHEET DATE

There were no material changes and commitments

affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors'' Report forms part of this Annual Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / HOLDING COMPANIES / JOINT VENTURES

A statement containing the salient features of the financial statement of Subsidiary Companies/ Associate Companies, as per Section 129(3) of the Companies Act, 2013 is provided in Form No. AOC -1 [Annexure II].

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, state that-

i. in the preparation of the annual financial statements for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied consistently and made such judgements 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 the end of the financial year 31st March 2023 and of the profit/loss of the Company for that period;

iii. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. annual financial statements have been prepared on a going concern basis;

v. internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, Regulations, 2015 applicable to the Company, the report on Corporate Governance along with the

certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance for the year ended March 31st, 2023 is attached.

RELATED PARTY TRANSACTIONS

During the Financial year 2022-23, Related Party Transactions as defined under Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, and the Listing Regulations, as amended, were at arm''s length and in ordinary course of business.

Omnibus approval for related party transactions (at arm''s length and in ordinary course of business), which were foreseen and repetitive in nature were obtained from the Audit Committee. During the period under review, your Company did not enter into any Related Party Transactions, which may be considered material in terms of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure in Form AOC-2 is annexed as Annexure- III to this Report. Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Management Discussion and Analysis Report.

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate financial controls commensurate with the size of the business. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, administration and other allied fields, which enable them to contribute effectively to the Company in their capacity as Directors of the Company. None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (''Act'') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I. Changes in DirectorsRetirement of Dr. C. N. Ramchand:

Dr. C. N. Ramchand was initially appointed by the Company as an Independent Director for a period of 3 years. Subsequently, the shareholders in their Annual General Meeting held on 28th September 2019 approved the reappointment of Dr. C. N. Ramchand as an Independent Director for a second term of 3 years. On account of expiry of his tenure, Dr. C. N. Ramchand retired from the Directorship on 28th September 2022 with immediate effect and the same was taken note by the Board of Directors at their meeting held on 28th September, 2022.

Withdrawal of nomination of Mr. B. G. Biju:

Mr. B. G. Biju was appointed as a Nominee Director on 18th November 2019 to represent Kerala State Insurance Development Corporation [KSIDC] for the credit facilities sanctioned by KSIDC and availed by the Company. The Company prepaid the balance in the term loan in the month of February, 2023. Accordingly, the nomination of Mr. B. G. Biju was withdrawn from the Board with effect from 24th February 2023. The Nomination and Remuneration Committee of the

Board took note of the same in their meeting held on 07th March 2023.

Appointment of Mr. S. V. Rao:

Pursuant to Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, a listed entity that forms part of top 2000 listed entity based on market capitalization must consist of minimum six Directors on the Board.

Based on the market capitalization as on 31st March 2022, Accel Limited is coming under the list of top 2000 listed companies. Accordingly, the Company should have a minimum of six Directors on the Board.

The Nomination and Remuneration Committee at their meeting held on 07th March 2023 considered the appointment of Mr. S. V. Rao [DIN:06600739] as an Additional Director of the Company on account of withdrawal of nomination of Mr. B. G. Biju [thereby composition falling below the minimum requirement].

The Board of Directors appointed Mr. S. V. Rao [DIN:06600739] as an Additional Director of the Company as per the recommendation of the Nomination Remuneration Committee and Audit Committee, at their meeting held on 27th April 2023 subject to the shareholders'' approval.

Mr. S. V. Rao holds a bachelor''s degree in engineering. He had been with Redington Group since 1995, having joined as an Area Support Manager. During his 25 years of tenure with Redington India, he had handled diverse management roles and built many new business verticals. Prior to joining Redington Group he was working with Blue Star Limited as an Assistant Manager.

Subsequently, the regularization of the appointment of Mr. S. V. Rao as a Whole Time Director of the Company was placed before shareholders for approval through Postal Ballot. The Appointment was approved by Shareholders by way of Special Resolution dated 29th May 2023.

Retirement by Rotation:

The Independent Directors hold office for a fixed

term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at least two-thirds of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Ms. Shruthi Panicker (DIN:07148631), Director, being the longest in the office amongst the Directors liable to retire by rotation, retires from the Board by rotation this year and, being eligible, has offered herself for reappointment.

The Board of Directors recommends her reappointment at Item No. 3 of the Notice Calling the 27th Annual General Meeting for consideration of the Shareholders.

The Brief resume and other details relating to Ms. Shruthi Panicker, who is proposed to be re-appointed , as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"), is given in Annexure to the notice calling 27th Annual General Meeting.

Change in Key Managerial Personnel:

During the year, due to personal reasons Mr. P. Murali resigned from the position of Chief Financial Officer of the Company. Subsequently, the Board of Directors, as per the recommendation of the Nomination Remuneration Committee and Audit Committee, at their meeting held on 28th June 2022 appointed Mr. Jagan Parthasarathy as Chief Financial Officer with immediate effect.

The Board of Directors at their meeting held on 25th May, 2023 approved the resignation of Mrs. H. Pavithra from the position of Whole Time Company Secretary and Compliance Officer of the Company with effect from closing business hours of 26th May, 2023. Subsequently, in the meeting held on 11th August 2023 pursuant to the recommendation of Nomination and Remuneration, the Board of Directors approved the appointment of Mr.Suraj Prakash Gupta as the Company Secretary and Compliance Officer of the Company with immediate effect.

The Company has filed all disclosures to the Stock Exchange as per the SEBI regulations.

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

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and

b) they have registered their names in the Independent Directors'' Data bank.

Detailed information about the Directors is provided in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that he/ she meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Directors possess integrity, expertise and experience in their respective fields.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report as Annexure VII.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors including Independent Directors, which includes criteria for performance evaluation of Non- Executive Directors and Executive Directors. In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out an annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out an annual performance evaluation of the Chairperson. The Chairman of the respective Committees shared the evaluation report with the respective Committee members.

The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and for giving his feedback to each Director.

AUDITORS AND AUDIT REPORT Statutory Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting of the Company held on 29th September 2021 to hold the office till the conclusion of 40thAnnual General Meeting of the Company.

Auditors Comments:

1. Refer to Note No. 47(a) to the Standalone Financial Statements regarding recoverability of an outstanding sum of Rs. 329.00 lakhs as on 31st March 2023 (Previous year Rs.329.00 lakhs) which are significantly overdue. The Management is of the view that there is no diminution to the carrying value of these loans, though a provision of Rs. 160 Lakhs (Previous year Rs. 60 lakhs) had been created in the books on a conservative basis as on 31st March 2023. However, in the absence of sufficient appropriate audit evidence regarding the timing of repayment and extent of cash flows that will be available from the respective companies to settle these dues, we are unable to comment upon the recoverability of the carrying value of the said advances as at 31st March 2023 and the consequential impact thereof, if any, on the accompanying Statement.

Management Response:

The Company is taking the necessary steps to recover the advance amount of Rs.329 lakhs given and however on a conservative basis, a provision of Rs.160 lakhs has been created in the books.

Auditors Comments:

2. Refer to Note no. 47(b) to the Standalone Financial Statements regarding recoverability of loan given to one of its subsidiary Company of Rs. 361.69 Lakhs outstanding as on 31st March 2023 (Previous year Rs.302.40 lakhs), which are significantly overdue. The Management is of the view that there is no diminution to the carrying

value of these loans and advances. However, in the absence of sufficient appropriate audit evidence regarding the timing of repayment and extent of cash flows that will be available from the respective company to settle these dues, we are unable to comment upon the recoverability of the carrying value of the said as at 31st March 2023 and the consequential impact thereof, if any, on the accompanying Statement.

Management Response:

The Company has proposed to amalgamate the said subsidiary with the Company effective 1 April 2023 and the necessary steps have been initiated in this regard.

The Company is of the view that there is no diminution to the carrying value of these loans and advances, considering the fact that the subsidiary Company is being proposed to be amalgamated with the Company. Further the amount due towards loans and advances will get eliminated in the books while giving effect to the merger order for the proposed merger , subsequent to the receipt of approval from the statutory authorities.

Auditors Comments

3. We draw attention to note no. 43 to the Standalone financial statements. In terms of NCLT order dated March 7, 2023 sanctioning the Scheme of amalgamation of ACCEL IT Services Limited -AITSL (formerly Ensure Support Services (India) Limited and Computer Factory (India) Private Limited - CFIPL , two wholly owned subsidiaries of the Company have been amalgamated with the Company. The Merger Scheme has become effective from the appointed date i.e. April 1, 2020. To comply with requirements of Ind AS 103 - (''Business Combinations''), the restatement of the financial statements has been given effect from the beginning of the preceding period i.e. April 1, 2020 in the financial statements.

Management Response:

The Company has recorded all the assets, liabilities and reserves of Accel IT Services Ltd (formerly Ensure Support Services India Ltd) and Computer Factory

(India) Limited vested in it pursuant to the merger scheme, by applying the principles as set out in Appendix C of Ind AS 103 "Business Combinations" and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India. Accordingly, the Standalone Financial Results of the Company have been restated for the periods presented on account of the merger of the two Companies with effect from 1 April 2020 ("Appointed date"). The effect of the merger of the two Companies on Financial Results has been considered in Note no 43 of the standalone financial statements.

Auditors Comments

4. We draw attention to note no. 48 to the Standalone Financial statements for the year, the balance at the end of the financial year for trade receivables, trade payables, loans & advances and advances received from the customers are subject to confirmation. The Management is of the view that there are no permanent diminution/Changes to the carrying value of these trade receivables, loans & advances and trade payables; however, provisions as per policy has been made in this regard in the accompanying financial statements.

Management Response

The Company is of the view that there is no permanent change to the carrying value of these loans and advances, trade receivables and trade payables except for the provision considered in this regard in the accompanying financial statements.

Auditors Comments

5. We draw attention to note no. 53 to the Standalone financial statements where the Company has proposed to amalgamate two of its subsidiary companies.

Management Response

The Company has proposed to amalgamate two of its subsidiaries Accel OEM Appliances Private Limited and Accel Media Ventures Limited with the Company effective 1 April 2023 and the necessary steps have been initiated in this regard.

Internal Auditors

M/s. Varma & Varma, Chartered Accountants was appointed as the Internal Auditors of the Company for the Financial Year 2022-23 and they have played an important role in strengthening the internal controls within the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, your Directors appointed M/s. JM & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for the financial year 2022-23. The Report of the Secretarial Auditor for the financial year 2022-23 is annexed as ''Annexure IV'' to this Report.

Auditor''s Comment

1. During the year under review, there was a delay in Intimation to the Stock Exchange with respect to closure of Trading Window for the quarter ended on 30th June 2022. The Company has intimated to the Stock Exchange with respect to closure of Trading Window for the quarter ended 30th June, 2022 on 02nd July, 2022 i.e., beyond the time limit prescribed.

Management response

We wish to clarify that due to technical glitch, there was a delay in intimating the stock exchange. The Company is taking all the necessary steps to avoid such delays in the future.

Auditor''s Comment

2. Based on the recommendation of the Corporate Social Responsibility (CSR) Committee, the Company has spent the Corporate Social Responsibility (CSR) expenditure towards the activities as specified in Schedule VII of the Companies Act, 2013. The Board of Directors at their Meeting held on 13th February, 2023, discussed and approved the same in accordance with the provision of section 135 of the Companies Act, 2013.However, these proceedings have not

been recorded in the minutes of the meetings as required under section 118 of the Companies Act, 2013 and Secretarial Standards (SS-1) issued by The Institute of Company Secretaries of India.

Management response

The Company has taken all the necessary steps to comply with the provisions of the Companies Act, 2013 and Secretarial Standards (SS-1) issued by The Institute of Company Secretaries of India.

Auditor''s Comment

3. During the year under review, there were few e-forms filed beyond the due dates by paying additional fees with the Registrar of Companies (ROC).

Management response

The Company has taken all necessary steps to avoid paying additional fees henceforth, for filing purposes.

Auditor''s Comment

4. During the year under review, the Company has availed an additional term loan facility from Federal Bank Limited by mortgaging the land property, for which the Company is yet to create/ modify the charge by filing necessary e-forms as required under Section 77 of the Companies Act, 2013.

Management response

The Company is taking all the necessary action to file the E-Forms as required under Section 77 of the Companies Act, 2013.

Auditor''s Comment

5. During the year under review, the Company has availed the facility for purchasing Car by way of Hypothecation from Federal Bank Limited, for which the Company is yet to create the charge by filing necessary e-forms as required under Section 77 of the Companies Act, 2013.

Management response

The Company is taking all the necessary action to file the E-Forms as required under Section 77 of the Companies Act, 2013.

DISCLOSURESCOMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility (CSR) Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance - of these Committees during the year have been enumerated in Corporate Governance report.

I. Meetings of the Board

Eight (8) Meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.

II. Audit Committee

The Audit Committee comprises of 3 [three] Directors namely Mr. K. R. Varma (Chairman), Mr. K. Nagarajan and Mr. Rangarajan Raghavan as on 31st March 2023. During the year all the recommendations made by the Audit Committee were accepted by the Board.

III. Nomination And Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. K. Nagarajan (Chairman), Mrs. Shruthi Panicker and Mr. Rangarajan Raghavan.

IV. Corporate Social Responsibility Committee

The Company has constituted a CSR Committee during the financial year 2022-23. The Committee comprises of the following Directors:

1. Mr. K. Nagarajan (Chairman)

2. Mr. N. R. Panicker

3. Mr. K. R. Varma

The details of the Corporate Social Responsibility activities undertaken by the Company and the amount spent towards the same are given in detail in "Annexure VI".

COMPLIANCE OF SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to meetings of the Board of Directors and General meetings.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with the provisions of the Act and Listing Regulations. The Vigil Mechanism is supervised by an ''Ethics & Compliance Task Force'' comprising a member of the Board as the Chairperson and senior executives as members.

Protected disclosures can be made by a whistleblower through an e-mail, or dedicated telephone line or a letter to the Ethics & Compliance Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle-blower policy is put up on the Company''s website and can be accessed at www. accel-india.com.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case was reported relating to Sexual harassment complaints during the financial year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of the Companies Act, 2013 are detailed in the Financial Statements [Refer Note no.22 and 24 of the Financial Statements].

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 (3) of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure V to this Report"

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2023 is available in the official website of the Company www.accel-india.com.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made thereunder, in respect of employees of the Company, is provided as Annexure VI to this Report.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors have adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website: -

https://www.accelindia.com/investor/Corporate%20

Governance/Policies%20and%20Procedures/

Code%20of%20Conduct%20for%20Prohibition%20

of%20Insider%20Trading%20-%20Designated%20

Persons.pdf

CEO/CFO CERTFICATION

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status and Company''s operations in the future.

• No fraud has been reported by the Auditors to the Audit Committee or to the Board.

• There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its shareholders, valued customers, Banks, Government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors wish to place on record their deep sense of appreciation for the committed services by employees. Your Directors acknowledge with gratitude the encouragement and support extended by the valued shareholders and the Promoters of the Company.

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Mar 31, 2018

The directors are delighted to present their report on Company''s Business Operations along with the Audited Financial Statements for the year 31 March 2018.

1. FINANCIAL HIGHLIGHTS INR in Millions

Particulars	2018	2017
Income from Operations	213.39	50.92
Profit /(Loss) before interest, depreciation and tax	179.42	1.56
Interest	7.25	6.32
Depreciation & Amortisation	10.52	14.78
Exceptional item	73.83	-
Profit/(Loss) before tax	87.82	(19.54)
Provision for Taxation	-	-
Profit/(Loss) after tax	87.82	(19.54)

2. REVIEW OF OPERATIONS

During the year under review, your company recorded total income of Rs. 213.39 mn (Previous Year Rs.50.92 mn) comprising of Income from Animation services Rs.1.23 mn (Previous Year Rs.4.23 mn) Engineering Services Rs.6.80 mn (Previous Year Rs.5.13 mn) other services Rs.0.04 mn (Previous Year Rs.2.57 mn) and other income Rs.205.32 mn (Previous Year Rs.38.99 mn). The Company reported a net profit of Rs.87.82 mn.

The Company continued to carry on the business of electronic manufacturing services and animation content development during the year under review. As the Company''s amalgamation proposal of parent company merging with the company got sanctioned only in March 2018, the company could not pursue any major initiatives for lack of working capital finances. However you will be pleased to know that the company has been successful in monetizing one of our real estate assets towards the end of March 2018, which is part of the revenue reported in the accounts.

By way of a Settlement Agreement and Release dated 15 March 2017, signed by and between the company, Accel Limited and other Promoters M/s. CAC Holdings Corporation, Japan and Accel Frontline Limited, a settlement has been arrived at wherein all the parties have withdrawn their disputes and the litigation and as a part of the settlement, the company had transferred its holding in Accel Frontline Limited to a Trust without any consideration, the beneficiary of which will be Accel Frontline Limited. The accounts include loss on transfer of the shares amounting to Rs.73.83 mn which has been shown under Exceptional Item.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

3). Dividend Distribution

During the year under review, the Company declared and paid to the shareholders, an interim dividend of Rs.0.40 per equity share (i.e. 20% of face value Rs.2 per share) in the month of June, 2018 and this is being proposed as final dividend also.

4). Transfer To Reserves

No amount was transferred to reserves during the FY 2017-18 as this is no longer mandatory.

5).Amalgamation of Holding company Accel Limited with company

On 5 March 2018, the Company received the order from National Company Law Tribunal, Chennai Bench, approving the Scheme of Amalgamation and Arrangement between Accel Transmatic Limited "Transferee Company" and Accel Limited "Transferor Company".

Pursuant to the approved Scheme

- The face value of the equity share of the transferee company has been reduced from Rs.10 per share to Rs. 2 per share and members of the Transferee Company other than Accel Limited have been issued 54,07,401 (Fifty Four Lakhs Seven Thousand Four Hundred and One) shares of Rs.2/- each.

- 16 (Sixteen) equity shares at par of the Transferee Company having face value of Rs.2/-per share fully paid up for every 1 (One) Equity shares of the face value of Rs.10/- per share fully paid up held by such member of the Transferor Company and the total number of shares so issued shall be 5,16,00,000 (Five Crore Sixteen Lakhs)shares of Rs.2/- each.

- The 56,30,000 equity shares held by transferor company in transferee company (cross holding) has been cancelled.

- The name of the transferee company has changed from "Accel Transmatic Limited" to "Accel Limited".

The Company has received the listing and trading approval from the Bombay Stock Exchange for new securities issued pursuant to the Scheme of Amalgamation an d Arrangement.

6. Material changes and commitments affecting the financial position between the end of financial year and date of report after the balance sheet date

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this report.

7. Reporting under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case was reported relating to Sexual harassment complaints during FY 2017-18.

8. Meetings Of The Board And Its Committees

The board of directors, in compliance with Section 173 of the Companies Act, 2013(''the Act''), read along with Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, meets at regular intervals to discuss on Company/business policy, strategy and financial results apart from other Board Business. The board has met six times during the financial year. The maximum interval between any 2 board meetings did not exceed 120 days.

The Company''s board has the following committees:

- Audit Committee

- Nomination and Remuneration committee

- Stakeholder relationship committee

The details of Composition, number of meetings, quorum at the meetings of the board and its committees listed above, during the FY 2017-18 and its terms of reference are briefly provided in Corporate Governance Report.

AUDIT COMMITTEE

Your company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit committee are in line with Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules 2014 and the Listing Regulations as amended. There were no frauds reported by Auditors of your Company under sub-section 12 of section 143 of the Act for the FY 2017-18.

NOMINATION AND REMUNERATION POLICY

Your company has in place a Nomination and Remuneration Policy to ensure that the Board and Top Management is appropriately constituted to meet its fiduciary obligations to stakeholders, to identify and determine the integrity, qualification expertise and experience of persons who are qualified to become Directors or who may be appointed in senior management and/or as Key Managerial Personnel of the Company. This policy lays down the guidelines relating to appointment and remuneration for Executive Directors, Non-Executive Directors/ Independent Directors, Key Managerial Personnel and Senior Management which are in line with the provisions of the Companies Act, 2013 and rules prescribed therein, as amended from time to time and as per the Listing Agreement with Stock Exchange(s), as amended from time to time and/or such other statutory notification, amendment or modification, as may be applicable.

9. Auditors and Audit Report Statutory Auditors

The Statutory Auditors of the Company, M/s. Vijaykumar & Easwaran, Chartered Accountants (Firm Registration Number -004703S) were appointed at the 31st Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 36th Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, your Directors appointed M/s. R. Kannan, Company Secretaries to undertake the Secretarial Audit of your Company for FY 2017-18. The Report of the Secretarial Auditor for FY 2017-18 is annexed as ''Annexure A'' to this Report.

There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report.

For FY 2018-19 it is proposed to appoint J.M. & Associate, Company Secretaries as Secretarial Auditors.

10. Directors'' Responsibility Statement

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that-

i. in the preparation of the annual financial statements for the year ended 31 March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

11. such accounting policies have been selected and applied consistently and made such 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 the end of the financial year 31 March 2018 and of the profit of the Company for that period;

iii. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. annual financial statements have been prepared on a going concern basis;

v. internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Fixed Deposit From Public

The Company has not accepted any deposits from the public and as such no amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

12. Extract Of Annual Return

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed form MGT-9 is annexed as ''Annexure B'' to this Report.

13. Details in respect of frauds reported by auditors under section 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

14. Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

15. Related Party Transactions

During the FY 2017-18, Related Party Transactions as defined under Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, and the Listing Regulations, as amended, were at arm''s length and in ordinary course of business.

Omnibus approval for related party transactions (at arm''s length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee from time to time. During the period under review, your Company did not enter into any Related Party Transaction which may be considered material in terms of Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and thus disclosure in Form AOC-2 is not applicable to the Company.

16. Management Discussion and Analysis

The Management Discussion and Analysis and various initiatives and future prospects of the Company is presented in a separate section, which forms part of this Annual Report.

17. Auditors'' certificate on corporate governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down in Part E of Schedule V to the SEBI Listing Regulations, 2015. This certificate is enclosed separately to this report.

18. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an ''Annexure C'' to this Report.

19. Risk Management Policy

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.

20. Details of directors

During the year under review all independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the said Act and Regulation 16(1)(b) of SEBI, Listing Regulations, 2015.

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. N.R. Panicker, Managing Director (DIN: 00236198) is liable to retire by rotation at the ensuing Annual General Meeting and offers himself for reappointment. The necessary resolution is being placed before the shareholders for approval.

21. Promoters shareholding

The Promoter shareholding is presented in the separate section in MGT-9 which forms part of this Annual Report.

22. Significant And Material Orders Passed By The Regulators Or Courts

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during the FY 2017-18 impacting the going concern status and your Company''s operations in future.

23. Particulars Of Employees

The information required under section 197 of the Act and rules made there-under, in respect of employees of the company, is not required to be provided since there are no employees covered under the provision.

24. Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

25. Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

26. Documents placed in the company''s website (www.acceltransmatic.com/ www.accel-india.com)

Financial results for every fiscal year

Shareholding Pattern

Notes and Communication during each financial year.

Details on Corporate Governance initiatives.

26. Acknowledgements

The Board of Directors take this opportunity to thank all its shareholders, valued customers, banks, Government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors wish to place on record their deep sense of appreciation for the committed services by employees. Your Directors acknowledge with gratitude the encouragement and support extended by the valued shareholders and the Promoters of the Company.

For and on behalf of the Board of Directors

N.R.Panicker

Managing Director

DIN 00236198

Place: Chennai

Date: 14.08.2018

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 29th Annual Report of ACCEL TRANSMATIC LIMITED (the Company) Standalone financial statement along with the audited financial statements for the financial year ended 31 March, 2015,

FINANCIAL RESULTS INR in Millions

Particulars 2015 2014

Income from Operations 10.85 15.07

Profit /(Loss) before interest,

depreciation and tax (30.25) (5.78)

Interest 8,71 21.87

Depreciation & Amortisation 26,53 39.73

Profit/fLoss) after tax (70.66) (67.36)

REVIEW of operations

During the financial year 2014-15, your company recorded total Income of Rs. 10.85 mn (Previous Year Rs, 15.07 mn)comprising income from Animation services 7,73 mn and other services Rs.3.12mn. The company reported a net loss of 70,65 mn mainly due to the high interest outgo on borrowings from Banks and amortization of its Intellectual properties without realizing a matching revenue by monetizing the same through distribution. During the year, the animation division reported a negative EBITDA of Rs.(30,25)mn (previous year, a negative EBITDA of Rs.9.431 mn).

The company continued to carry on the business of content development services in Animation and Visual Effects in a small way during the year under review, and also pursued its efforts to monetize the IPRs. During the financial year 2015-16, the company has started its Engineering Services Division at its factory premises in Chennai for contract manufacturing and Engineering services. The management: is hopeful of scaling operations in both the divisions substantially during the coming years.

The highlights of the performance are discussed in detail in the management: discussion and analysis report attached as Annexure to this report.

GOING CONCERN

The company has suffered losses for the past several years. The accumulated losses as ondate of the Balance sheet is more than 102,75mn (184 %) of its networth. However, considering the expected future cash flows and the commitment of the promoters to try and revive the operations in the coming years, the potential cash flows expected to be received by the company from exploiting its IPRS, the management is of the opinion that the company would be in a position to continue as a going concern and hence the accounts have been drawn up on such basis. The proposal of merging of the holding company with the company also will assist the company to shore up it finances and operations.

DIVIDEND:

The Directors have not recommended dividend for the financial year ended 31st March 2015 considering the losses and the necessary to conserve resources,

PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Act and rules made there-under, in respect of employees of the company, is not required to be provided since there are no employees covered under the provision.

DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

"The company has in place an Anti-Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the workplace ( Prevention , Prohibition & Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy The following is a summary of Sexual harassment complaints received and disposed off during the year 2014-15, No of complaints:- Nil No of Complaints disposed off- Nil DOCUMENTS PLACED ON THE WEBSITE(www.acceltransmatic.com):

The following documents have been placed on the company's website in compliance with the Companies Act:

1. Financial Statements of the Company.

2. Separate audited accounts in respect of subsidiaries as per fourth proviso to Section 136(1).

3. Details of Vigil Mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

4. The Terms and Conditions of appointment of independent directors.

5. Details of unpaid dividend as per Section 124(2).

CORPORATE GOVERNANCE REPORT REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the Listing Agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' Certificate on Compliance with the conditions of Corporate Governance are attached and form part of this report.

MANAGEMENT DISCUSSION &ANALYSIS

The Management Discussion and Analysis and various initiatives and future prospects of the company are enclosed, separately as Annexure-II to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i, in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures:

ii, they 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 at the end of the financial year and of the Loss of the Company for the financial year;

iii, they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an Annexure- III to this Report

FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CEO/CFO CERTIFICATION;

The Chairman and the Whole time Director and CFO the Company have submitted a certificate to the Board regarding the financial statements and other matters, as required under Clause 49(V) of the Listing Agreement.

DIRECTORS:

Mr.N.Gopalakrishnan Nair Director of the Company retire by rotation and is proposed to be reappointed.

Ms, Shruthi Panicker was co-opted as an Additional Director with effect from 31st March 2015 and is proposed to be reappointed.

QUALITY MANAGEMENT:

Your company's quality policy is to enhance customer satisfaction through continued improvement of skills, processes and technologies, During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated

AUDITORS REPORT:

M/s. Varma & Varma, Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The Company has received confirmation from them that their appointment will be within the limit prescribed under section 139 of the Companies Act, 2013, The Audit Committee of the Board has recommended their reappointment, The necessary resolution is being placed before the shareholders for approval.

The auditors have emphasized in their report about the realization of intangible assets, that the Company has incurred cash loss, networth has been eroded and the current liabilities exceeds the current assets.

The Board of Directors would like to clarify as below regarding "emphasis matter" expressed by the auditors in their report annexed with this Annual Report

1, The Company continued to incur losses during the period under review, due to various reasons like lack of viable service orders, interest cost on the borrowings made for investments in fixed assets and delays in monetizing the assets due to market slowdown for animated content. The management is confident of sustaining the operations and recovering the investments made in the business.

2, The promoters have lent funds to sustain the operations during the years, the Company incurred losses. These amount have been shown under current liabilities and hence the mismatch between current assets and current liabilities. The holding company has already converted Rs. 5 Cr out of these funds into cumulative preference shares to strengthen the equity base of the company and also to improve the current ratio.

Further, the promoters have proposed to merge the holding company M/s, Accel Limited with the company under a scheme of arrangement of amalgamation,

3, The company is taking adequate steps to liquidate certain real estate assets owned by the company to reduce the bank liabilities,

4, The management is committed to grow the media business and also venture into new business and is confident of carrying on the business as a going concern basis and would bring in necessary support to the extent: possible as and when required,

5, The Company had availed an asset backed loan for Rs.7,67 crores from a bank which is payable over a period of 83 month and hence long term is nature. The long term assets were acquired / developed out of funds infused by the promoter companies.

6. The management is confident that it will be able to realise the intangible assets and with the support of its holding company and also as explained m the notes to accounts and also explained above, will continue to operate as a going concern.

INTERNAL CONTROL SYSTEMS;

Your company has adequate internal control procedures commensurate with the size arid nature of its operations. The Audit Committee constituted by the Board of Directors is functioning effectively. The Internal Audit for the year 2014-2015 was carried out by M/s, Vijayakumar&Easwaran covering all areas of operations. All significant observations were discussed in the Audit Committee, which met 4 times during the year under review

DEPOSITORY SYSTEMS;

Your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL.) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid,

ACKNOWLEDGEMENT;

Your directors would like to express their grateful appreciation for the assistance and co-operation received from Central and State governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors also wish to place on record their deep sense of appreciation, towards the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the Board of Directors

Chennai. N.R. Panicker 13/11/2015 Chairman

---

Mar 31, 2014

Dear shareholders,

The Directors are pleased to present the 28th annual report together with the audited accounts of the company for the year ended March 31, 2014.

(Rupees in Millions)

Particulars 2014 2013

Income from operations 15.07 36.83

Profit/(Loss) before interest, depreciation and tax (5.76) (9.43)

Interest 21.87 24.31

Depreciation and Amortisation 39.73 51.67

Profit/(Loss) after tax (67.36) (65.42)

Review of operations:

During the financial year 2013-14, your company recorded total income of Rs. 15.07 mn (previous year Rs 36.83 mn) comprising income from Animation Services of Rs. 13.78 mn, other services Rs. 1.28 mn. The company reported a net loss of Rs. 67.36 mn mainly due to the high interest outgo on borrowings from Banks and amortization of its Intellectual properties without realizing a matching revenue by monetising the same through distribution. During the year, the animation division reported a negative EBITDA of Rs. 5.76 mn (previous year, a negative EBITDA of Rs. 9.43 mn).

The company continued to carry on the business of content development services in Animation and Visual Effects during the year under review. During the year under review the company completed the pilot for a new project finalized to produce 6.5 hours of content in 3 D stereo for a domestic customer.

The highlights of the performance are discussed in detail in the management discussion and analysis report attached as Annexure to this report.

Going Concern

The company has suffered losses for the past several years. The accumulated losses as on date of the Balance Sheet is more than 50% of its net worth. However, considering the expected future cash flows and the commitment of the promoters to try and revive the operations in the coming years, the potential cash flows expected to be received by the company from exploiting its IPRs, the management is of the opinion that the company would be in a position to continue as a going concern and the hence the accounts have been drawn up on such basis.

Report on conservation of energy, technology absorption etc.

Information as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of board of directors) rule, 1988 regarding conservation of energy, technology absorption are given in Annexure I to this Report. The details regarding foreign exchange earnings and outgo are mentioned in the Notes to the Accounts.

Management discussion and analysis

The management discussion and analysis and various initiatives and future prospects of the company are enclosed, separately as Annexure II to this Report.

Report of Corporate Governance

A report on Corporate Governance on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided in Annexure III to this Report.

Auditors Certificate on corporate governance

The certificate issued by the auditors of the company on corporate governance is given in Annexure IV to this Report.

Directors responsibility statement

The directors responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act 1956 is given in Annexure V to this Report.

CEO/CFO Certification

The Chairman and Managing Director and the Company Secretary & Compliance Officer have submitted a certificate to the Board regarding the financial statements and other matters, as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this Report.

Particulars of employees

For the financial year 2013-14, there was no such employee who was meeting the criteria on payment of remuneration attracting the provisions of section 217 (2A) of the companies act 1956.

Dividends

Considering the losses and the necessity to conserve resources, the Directors do not recommend any dividend on the equity shares.

Directors

Mr. N.R. Panicker and Mr. A. Mohan Rao, Directors of the company, retire by rotation.

Mr. N.R. Panicker being eligible for re-appointment offers himself for reappointment.

Mr. A. Mohan Rao, though being eligible for reappointment, do not intend to offer himself for reappointment and it has been decided that such vacancy is not filled up.

Mr. A. Mohan Rao has been the Director of the company since 07-10-2004. Your Directors place on record the valuable guidance, support and advise extended by Mr. A. Mohan Rao during his tenure as a Director.

Mr. N. Gopalakrishnan Nair was co-opted as an Additional Independent Director in the Board meeting held on 14th November 2013.

Mr. K.R. Chandrasekaran was co-opted as an Additional non-Independent Director with effect from 21.02.2014.

Mr. M.R. Narayanan, Director retired at the AGM held on 14th August 2013 and ceased to be a Director.

Mr. M.R. Narayanan has been the Promoter of the company and a Director since its inception. Mr. M.R. Narayanan continued to be associated with the company even after Accel took over the company in 2004. Your Directors place on record the valuable guidance, support and advise extended by Mr. M.R. Narayanan during his tenure as a Director.

Mr. S.T. Prabhu resigned as a Director with effect from 21.02.2014.

Quality Management

Your company''s quality policy is to enhance customer satisfaction through continued improvement of skills, processes and technologies. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.

Auditors and other observation

M/s Varma & Varma, Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The company has received confirmation from them that their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their reappointment. The necessary resolution is being placed before the shareholders for approval.

The auditors have emphasised in their report about the realisation of intangible assets, that the company has incurred cash loss, net worth has been eroded and the current liabilities exceeds the current assets.

The board of directors would like to clarify as below regarding "emphasis matter" expressed by the auditors in their report annexed with this annual report.

1. The company continued to incur losses during the period under review, due to various reasons like lack of viable service orders, interest cost on the borrowings made for investments in fixed assets and delays in monetising the assets due to market slowdown for animated content. The management is confident of sustaining the operations and recovering the investments made in the business.

2. The promoters have lent funds to sustain the operations during the years, the company incurred losses. These amounts have been shown under current liabilities and hence the mismatch between current assets and current liabilities. The holding company has already converted Rs. 5 cr out of these funds into cumulative preference shares to strengthen the equity base of the company and also to improve the current ratio. Further they have agreed to convert Rs. 9.50 crores again into cumulative preference shares during 2014-15.

3. The company is taking adequate steps to liquidate certain real estate assets owned by the company to reduce the bank liabilities and pay statutory liabilities.

4. The management is committed to grow the media business and is confident of carrying on the business as a going concern basis and would bring in necessary support to the extent possible as and when required.

6. The company had availed an asset backed loan for Rs. 7.67 crores from a bank which is payable over a period of 83 month and hence long term in nature. The long-term assets were acquired/developed out of funds infused by the promoter companies.

The management is confident that it will be able to realise the intangible assets and with the support of its holding company and also as explained in the notes to accounts and also explained above, will continue to operate as a going concern.

Internal control systems

Your company has adequate internal control procedures commensurate with the size and nature of its operations. The Audit Committee constituted by the Board of Directors is functioning effectively. The Internal Audit for the year 2013-2014 was carried out by M/s. Vijayakumar & Easwaran covering all areas of operations. All significant observations were discussed in the Audit Committee, which met 4 times during the year under review.

Depository systems

Your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

Acknowledgement

Your directors would like to express their grateful appreciation for the assistance and co-operation received from Central and State governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors also wish to place on record their deep sense of appreciation, towards the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the Board of

Chennai. N.R. Panicker Date : August 14, 2014 Chairman

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Mar 31, 2013

Dear shareholders,

The Directors are pleased to present the 27th annual report together with the audited accounts of the company for the year ended March 31, 2013.

In INR Millions

Standalone Financial results 2013 2012

Income from operations 36.83 237.42

Proft before interest, depreciation & tax (9.43) 85.77

Interest 24.31 30.90

Depreciation 51.67 51.97

Provision for tax

Proft /(loss) after tax (65.42) 2.89

Review of operations:

During the fnancial year 2012-13, your company recorded total income of Rs 36.83 mn (previous year Rs 237.42 mn) comprising income from animation services of Rs 11.62 mn , other services Rs.5.21 mn and incentives on sale of technologies division of Rs 20 mn. The company reported a net loss of Rs 65.42 mn.

The company during the year continued to focus on content development services in Animation and Visual Efects and other activities in entertainment space.

During the year the animation division reported a negative EBITDA of Rs 12.92 mn (previous year, a negative EBITDA of Rs.67.54 mn) and reported a loss of Rs 88.32 mn mainly due to the high interest outgo on the term loan availed for creation of infrastructure and the amortization of its Intellectual properties without realizing a matching revenue by exploiting the same through global distribution. During the fnancial year under review, the company capitalized amounts spent on development of a seventy minute series meant for DVD sales amounting to Rs 0.94 mn.

The highlights of the performance are discussed in detail in the management discussion and analysis report attached as Annexure to this report.

Report on conservation of energy, technology absorption etc.

Information as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of board of directors) rule, 1988 regarding conservation of energy, technology absorption are given in Annexure I to this Report. The details regarding foreign exchange earnings and outgo are mentioned in the Notes to the Accounts.

Management discussion and analysis

The management discussion and analysis and various initiatives and future prospects of the company are enclosed, separately as annexure II to this Report.

Report of Corporate Governance

A report on Corporate Governance together with auditor''s certifcate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided in Annexure III to this Report.

Auditors Certifcate on corporate governance

The certifcate issued by the auditors of the company on corporate governance is given in Annexure IV to this Report.

Directors responsibility statement

The directors responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act 1956 is given in Annexure V to this Report.

CEO /CFO Certifcation

The Chairman and Managing Director and the Company Secretary & Compliance Ofcer have submitted a certifcate to the Board regarding the fnancial statements and other matters, as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this Report.

Particulars of employees

The company has not employed any person attracting the provision of section 217 (2a) of the companies act 1956 during the year.

Dividends

Considering the losses and the necessity to conserve resources, the Directors do not recommend any dividend on the equity shares.

Directors

Mr. A. Mohan Rao and Mr. M R Narayanan Directors of the company, retire by rotation.

Mr. A. Mohan Rao being eligible for re-appointment ofers himself for reappointment..

Mr. M R Narayanan, though being eligible for reappointment, do not intend to ofer himself for reappointment and it has been decided that such vacancy is not flled up.

Mr. S.T. Prabhu who has appointed as additional director holds ofce up to the date of AGM and the company has received a notice proposing his candidature for appointmet as a director.

Quality Management

Your company''s quality policy is to enhance customer satisfaction through continued improvement of skills, processes and technologies. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.

Auditors and their report

M/s Varma & Varma, Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, ofer themselves for reappointment. The company has received confrmation from them that their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their reappointment. The necessary resolution is being placed before the shareholders for approval.

The auditors have emphasised in their report about the realisation of intangible assets, that the company has incurred cash loss, networth has been eroded and the current liabilities exceeds the current assets.

The board of directors would like to clarify as below regarding " emphasis matter" expressed by the auditors in their report annexed with this annual report.

1. The company continued to incur losses during the period under review, due to various reasons like lack of viable service orders, interest cost on the borrowings made for investments in fxed assets and delays in monetising the assets due to market slowdown for animated content. The management is confdent of sustaining the operations and recovering the investments made in the business.

2. The promoters have lent funds to sustain the operations during the years, the company incurred losses. These amounts have been shown under current liabilities and hence the mismatch between current assets and current liabilities. The holding company has already decided to convert into Rs 5 cr out of these funds into cumulative preferential shares to strengthen the equity base of the company and also to improve the current ratio.

3. The company is taking adequate steps to liquidate certain real estate assets owned by the company to reduce the bank liabilities and pay statutory liabilities.

4. The management is committed to grow the media business and is confdent of carrying on the business as a going concern basis and would bring in necessary support to the extent possible as and when required.

5. The company had given corporate guarantee to a bank for the fnancial facilities enjoyed by a group company when the same was a subsidiary of the company. Subsequently the borrower company , which ceased to be a subsidiary, has repaid all loans taken from the bank except to the extent of Rs. 50 lacs, enjoyed as a cash credit which is expected to be closed during the current year.

6. The company had availed a term loan for Rs. 10.50 crores from a bank to fund the fxed assets, which were payable over a period of fve years and hence long term in nature. The only short-term borrowing are in the form of cash credit facility and public deposits which are supported by Accounts Receivables. The long-term assets were acquired/ developed out of funds infused by the promoter companies.

The management is confdent that it will be able to realise the intangible assets and with the support of its holding company and also as explained in the notes to accounts and also explained above, will continue to operate as a going concern.

Internal control systems

Your company has adequate internal control procedures commensurate with the size and nature of its operations. The Audit Committee constituted by the Board of Directors is functioning efectively. The Internal Audit for the year 2012–2013 was carried out by M/s. Vijayakumar & Easwaran covering all areas of operations. All signifcant observations were discussed in the Audit Committee, which met 4 times during the year under review.

Depository systems

Your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages ofered by the Depository system, members are requested to avail of the facility of dematerialization of the Company‘s shares on either of the Depositories as aforesaid.

Acknowledgement

Your directors would like to express their grateful appreciation for the assistance and co-operation received from Central and State governments, fnancial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors also wish to place on record their deep sense of appreciation, towards the dedicated and sincere services rendered by the employees of the company for its success. By Order of the Board of Directors,

Chennai. N.R. PANICKER

30th May 2013 CHAIRMAN

Registered Ofce:

17/27, Jagathy,

Trivandrum – 695 014.

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Mar 31, 2012

The directors are pleased to present the 26th annual report together with the audited accounts of the company for the year ended March 31,2012.

INR in million

Financial results 2012 2011

Total Income 237.42 202.69

Profit before interest, depreciation & tax 85.77 30.85

Interest 30.90 22.30

Depreciation 51.97 45.06

Provision for tax - -

Profit /(loss) after tax 2.89 (36.52)

Review of operations:

During the financial year 2011-12, your company recorded total income of Rs 237.42 mn (previous year Rs 202.69 mn) comprising income from technology services of Rs 72.95 mn, animation services of Rs 17.18 mn , other services Rs.6.74 mn and profit on sale of technologies division of Rs 140.55 mn. During the year, the company completed development of its second intellectual property" Raju The Rickshaw The company reported a net profit of Rs 2.89 mn.

During the year, the company sold its technology services business with effect from 15.08.2011 to M/s Accel Frontline Limited for cash consideration of Rs. 199.70 mn after obtaining necessary approval of the shareholders. The net tangible assets of the division on the date of transfer stood at Rs.59.15 mn, resulting in a profit on sale of undertaking of Rs.140.55 mn.The amount realized was used to repay liabilities of the company, apart from funding production of Intellectual properties, Raju the Rickshaw and Shaktimaan etc. During the financial year the company incurred cash losses mainly on account of Animation Business and the same was also funded from the consideration.

With the transfer of the technologies division, the company's future focus will be in content development services in Animation and other activities in media & entertainment space.

During the year the animation division reported a negative EBITDA of Rs 67.54 mn (previous year, a positive EBITDA of Rs.0.60 mn)and reported a loss of Rs 146.38 mn mainly due to the high interest outgo on the term loan availed for creation of infrastructure and the amortization of its Intellectual properties without realizing a matching revenue by exploiting the same through global distribution. During the financial year under review, the company capitalized amounts spent on development of the second intellectual property and a co production property amounting to Rs 38.34 mn.

The highlights of the performance are discussed in detail in the management discussion and analysis report attached as Annexure to this report.

Report on conservation of energy, technology absorption etc.

Information as required under section 217 (1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of board of directors) rule, 1988 regarding conservation of energy, technology absorption are given in Annexure I to this Report. The details regarding foreign exchange earnings and outgo are mentioned in the Notes to the Accounts.

Management discussion and analysis

The management discussion and analysis and various initiatives and future prospects of the company are enclosed, separately as Annexure II to this Report.

Report of corporate governance

A report on Corporate Governance together with auditor's certificate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided in Annexure III to this Report.

Auditors Certificate on corporate governance

The certificate issued by the auditors of the company on corporate governance is given in Annexure IV to this Report.

Directors responsibility statement

The directors responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act 1956 is given in Annexure V to this Report.

CEO /CFO Certification

The Chairman and the Company Secretary have submitted a certificate to the Board regarding the financial statements and other matters, as required under Clause 49 (V) of the Listing Agreement. This is provided as Annexure VI to this Report.

Particulars of employees

The particulars regarding employees of the company pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure VII to the Director's Report. However, in terms of sec 219 (1) (b) (iv) of the Companies Act, 1956 the Directors Report (excluding Annexure VII) is being sent to all the shareholders of the company. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the registered office of the company.

Dividends

Considering the losses and the necessity to conserve resources, the Directors do not recommend any dividend on the equity shares.

Directors

Mr. N.R. Panicker and Mr. Philp John Directors of the company, retire by rotation.

Mr. N R Panicker being eligible for re-appointment offers himself for reappointment.

Mr. Philip John, though being eligible for reappointment, do not intend to offer himself for reappointment and it has been decided that such vacancy is not filled up.

Quality management

Your company's quality policy is to enhance customer satisfaction through continued improvement of skills, processes and technologies. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated.

Auditors

M/s Varma & Varma, Chartered Accountants, Chennai, auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The company has received confirmation from them that their appointment will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their reappointment. The necessary resolution is being placed before the shareholders for approval.

Internal control systems

Your company has adequate internal control procedures commensurate with the size and nature of its operations. The Audit Committee constituted by the Board of Directors is functioning effectively. The Internal Audit for the year 2011-2012 was carried out by M/s. Vijayakumar & Easwaran, Chartered Accountants, Trivandrum covering all areas of operations. All significant observations were discussed in the Audit Committee, which met 4 times during the year under review.

Depository systems

Your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

Acknowledgement

Your directors would like to express their grateful appreciation for the assistance and co-operation received from Central and State governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors also wish to place on record their deep sense of appreciation, towards the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the Board of

Chennai. N.R.Panicker

Date: 29th May 2012 Chairman

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Mar 31, 2010

The directors are pleased to present the 24th annual report to- gether with the audited accounts of the company for the year ended March 31, 2010.

(INR in millions)

Particulars Standalone

2010 2009

Sales, services & other income 182.86 382.02

Proft before interest, depn & tax 38.98 14.87

Interest 24.52 34.94

Depreciation 28.65 25.03

Provision for tax 1.53 (0.82)

Proft after tax (16.45) (44.28)

Turnover

The details of revenues by segments are given below:

(INR in millions) Particulars March 31, 2010 March 31, 2009

Software Services 110.77 112.45

Animation Services 34.49 60.47

Systems & Services - 209.11

Others 37.60 -

Total 182.86 382.03

Review of operations :

The year under review was challenging due to the economic slow down. The software division consolidated its relation- ship with its overseas customers, and reported an EBITDA of Rs.21.35 mn on a turnover of Rs. 110.77 mn. The animation division reported a net loss of Rs.54.40 mn. The turnover of the animation division was Rs.34.49 mn excluding the value of in- tellectual property capitalized of Rs.52.30 mn.

The highlights of the performance are discussed in detail in the management discussion and analysis report attached as annexure to this report.

During the year under review, the company reported a net turnover of Rs182.86 mn as compared to Rs. 382.02 mn for the year ended March 31, 2009., The fnancial results of the com- pany is not comparable with the previous year ‘s fgures as one of the divisions, Systems and Services Division, was hived off during the year as it was a non core activity and was in- curring losses due to lack of suffcient orders. The company reported a net loss of Rs. 16.45 mn. On a consolidated basis, the net turn over was Rs.232 mn. as compared to the previous year net turnover of Rs. 414 mn. During the year under review the company had cash crunch due to losses incurred and has delayed statutory payments beyond due dates as mentioned in annexure to the auditors report. The company has since made good all the statutory payments due as on the date of the balance sheet. The companys cash fow is expected to im- prove during the currunt fnancial year.

Consolidated fnancial statements

Consolidated fnancial statements, prepared in accordance with Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, and as required by the listing agreement are attached and forms part of the annual report and accounts. The summary results are provided in the table above.

Report on conservation of energy, technology absorption etc.

Information as required under section 217 (1) (e) of the com- panies act, 1956 read with companies (disclosure of particu- lars in the report of board of directors) rule, 1988 regarding conservation of energy, technology absorption are given in annexure I to this Report. The details regarding foreign ex- change earnings and outgo are being mentioned in the notes to the accounts.

Management discussion and analysis

The management discussion and analysis and various initia- tives and future prospects of the company are provided, sepa- rately as annexure II

Report of corporate governance

A report on Corporate Governance together with auditors certifcate on compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is provided in annexure III to this report

Auditors certifcate on corporate governance

The certifcate issued by the auditors of the company on cor- porate governance is given in Annexure IV

CEO /CFO certifcation

The Chairman and the Company Secretary & Complaince Offcer have submitted a certifcate to the Board regarding the fnancial statements and other matters as required under Clause 49 (V) of the Listing Agreement. This is provided as An- nexure V to this report

Directors responsibility statement

The directors responsibility statement pursuant to sub section 2 AA of Section 217 of the Companies Act 1956 is provided in annexure VI

Particulars of employees

The particulars regarding employees of the company pursu- ant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are giv- en in annexure VII to the Directors Report.

Subsidiaries

The companys subsidiary in USA reported a turnover of Rs.130.37 mn. (USD 2.73 mn ) and the proft after tax was Rs. 2.39 mn (USD 0.05 mn)

During the year under review, the subsidiary in Japan was ac- quired by the JV partner and as on 31.03.2010 it is no longer a subsidiary of the company. The subsidiary was divested, as the turnover was insignifcant at Rs.2.9 mn with a loss of Rs. 0.9 million. The company shall continue to do business with the JV partner on a case to case basis. This will save costs, while continuing to do business with Japanese clients.

Dividends

Considering the losses and the necessity to conserve resources, the Directors do not recommend any dividend on the equity shares.

Directors

Mr. N.R. Panicker and Mr. A. Mohan Rao, Directors of the com- pany , retires by rotation and are eligible for re-appointment.

Auditors

Varma & Varma, Chartered Accountants, Chennai, auditors of the Company retire at the ensuing annual general meeting, and being eligible, offer themselves for reappointment. The company has received confrmation from them that their ap- pointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The audit committee of the Board has recommended their reappointment. The nec- essary resolution is being placed before the shareholders for approval.

Quality Management

Your companys quality policy is to enhance customer satis- faction through continued improvement of skills, processes and technologies. During the year the company continued to invest in technologies, infrastructure and processes in order to keep our quality management systems updated. Our software development processes (assessed at CMM L-3) ensure high quality deliverables, low risk and sustainable business.

Internal control systems

Your company has adequate internal control procedures commensurate with the size and nature of its operations. The audit committee constituted by the Board of Directors is functioning effectively, Internal audit for the year 2009 – 2010 was carried out by M/s. Vijayakumar & Easwaran, Chartered Accountants covering all areas of operations. All signifcant observations, if any, were discussed in the audit committee, which met 4 times during the year under review.

Depository systems

As the members are aware, your Company ‘s shares are trad- able compulsorily in electronic form and your company has established connectivity with both the depositories, i.e., Na- tional Securities Depository Limited (NSDL) and Central De- pository Services (India) Limited (CDSL). In view of the numer- ous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the company ‘s shares on either of the Depositories as aforesaid.

Acknowledgement

Your directors would like to express their grateful apprecia- tion for the assistance and co-operation received from central and state governments, fnancial institutions, banks, govern- ment authorities, customers, suppliers and investors during the year under review. Your directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the company for its success.

For and on behalf of the Board of directors

Place : Chennai. N. R. Panicker

Date : May 27, 2010 Chairman