To,
The Members
ACCELERATEBS INDIA LIMITED
(formerly known as AccelerateBS India Private Limited)
Office 604, Quantum Tower, Off S.V. Road,
Ram Baug, Malad (West), Mumbai - 400 064
Your Directors are pleased to present the 2nd Annual Report of AccelerateBS India Limited (formerly known as AccelerateBS India Private Limited) ("the Company") along with the Audited Standalone Financial Statements for the financial year ended March 31, 2024.
Further, in compliance with the Companies Act, 2013, ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has made requisite disclosures in this report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.
Financial Information
The Standalone Financial Statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
Operations and Performance of the Company
Your Company was originally formed as a Partnership Firm under the name and style of "M/s. Accelerate Business Solutions" pursuant to a Deed of Partnership dated May 20, 2011. On September 09, 2022, the said Partnership Firm was converted into ‘AccelerateBS India Private Limited' pursuant to the provisions of Chapter XXI of the Companies Act, 2013 ("the Act"), and a fresh Certificate of Incorporation dated September 11, 2022, was issued by the Ministry of Corporate Affairs. Later, on April 20, 2023, your Company received a revised Certificate of Incorporation consequent to the change of its status from a Private Limited Company to a Public Limited Company. Your Company got listed on Bombay Stock Exchange ("BSE") with effect from July 19, 2023.
Your Company is a Digital Technology Services company based in Mumbai and having another development center in Ahmedabad, India, offering a multitude of boutique technology services to both B2B and B2C companies around the world. Your Company's services include Digital Technology Services, DXP (Digital Experience Platforms) Consulting and Implementation Services, Digital projects, custom software development and consulting services, delivering powerful and scalable software systems. Your Company has built 100% in-house capabilities across many DXP platforms like Crownpeak, Optimizely, Contentful and Strapi, which are some of the industry leading enterprise DXP platforms that the Company specializes in. Your Company has full-spectrum capabilities across these platforms, and this includes Front-end, Middleware, Backend, DXP layers as well as custom integrations with products like Salesforce, Marketo, Brightcove, Adobe Omniture, SAP Commerce etc. Your Company has full stack Microsoft and Node based capabilities and is engaged in doing new age decoupled builds with API first and microservices based architectures.
Further, your Company has also gained a lot of experience doing builds for regulated industries like Insurance, Financial Services, Pharma and Healthcare service providers. Your Company has also developed 100% in-house capabilities for front-end builds using React, Angular and Blazor. It is also engaged in doing Cognitive/AI based application builds like custom Chatbots, Voice bots etc. and are now part of the offering of the Company and a dedicated practice area. The Company has also started offering WCAG Testing and Remediation as a service.
There was no change in the nature of the business of your Company during the year under review.
Dividend
Your Board does not recommend any dividend for the year under review and the profit is ploughed back for the business.
Transfer to Reserves
During the year under review, your Board does not propose to transfer any amount to any reserves.
Public Deposits
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 and 74 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Further Issue of Shares and Offer for Sale
During the year under review, your Company has successfully completed its Initial Public Offer (IPO) and has infused funds by offering 632,000 fresh Equity Shares (the "Fresh Issue") to the public, including 443,200 Equity Shares as Offer for Sale by the existing shareholders of the Company (the "Offer for Sale"). Fresh Issue with Offer for Sale (the "IPO") was offered to various categories of investors including Qualified Institutional Buyers, Retail Individual Investors, Non-Institutional Investors, Non-Resident Indians, and Registered Foreign Portfolio Investors, as permitted under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The fresh Equity Shares allotted rank in all respects pari- passu with the existing Equity Shares of the Company.
The Equity Shares of the Company are listed on July 19, 2023 on the Bombay Stock Exchange Limited ("Stock Exchange") on the BSE-SME Platform. All the Equity shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN no. allotted to the Equity shares of the Company is INE0POP01017.
Share Capital
The issued, subscribed and paid-up capital was increased from INR 1,96,00,000/- (Indian Rupees One Crore Ninety-Six Lakhs Only) divided into 1960000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 2,14,88,000/- (Indian Rupees Two Crore Fourteen Lakh Eighty-Eight Thousand Only) divided into 2148800 Equity Shares of face value of INR 10/- each (Indian Rupees Ten Only) after additional allotment of INR 1,69,92,000/- (Indian Rupees One Crore Sixty-Nine Lakh Ninety-Two Thousand Only) divided into 188800 Equity Shares of face value of INR 10/- each (Indian Rupees Ten Only) for cash at a price of INR 90/- per Equity Share (Indian Rupees Ninety Only) (including a premium of INR 80/- per equity share(Indian Rupees Eighty Only) to the Shareholders pursuant to the above- mentioned Initial Public Offer of the Company.
Further, Authorised Share Capital of the Company increased from INR 4,00,00,000/- (Indian Rupees Four Crores Only) divided into 4000000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each to
INR 10,00,00,000/- (Indian Rupees Ten Crore only) divided into 10000000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each by creating additional 6000000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each.
Subsidiaries, Joint Ventures and Associate Companies
Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies as at the end of financial year 2023-24.
Directors & Key Managerial Personnel
As on March 31,2024, the Board of Directors of your Company comprises of 7 (Seven) Directors out of which 3 (Three) are Non-Executive Independent Directors and 4 (Four) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.
All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination and Remuneration Committee ("NRC") exercises due diligence inter-alia to ascertain the ‘fit and proper' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.
During the year under review, there was no appointment or cessation of any director of the Company.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Kunal Arvind Shah (DIN: 06982652) Chairman and Managing Director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. A brief profile of Mr. Kunal Arvind Shah has been included in the Notice convening the ensuing Annual General Meeting of the Company.
The details of the Directors of your Company are as follows:
Disclosure of relationships between Directors inter-se
Change in Key Managerial Personnel
During the year under review, Ms. Poonam Dinesh Yadav resigned from the position of Whole-time Company Secretary and Compliance Officer of the Company with effect from October 17, 2023.
Further, Ms. Bhavika Mehta was appointed as a Whole-time Company Secretary and Compliance Officer of the Company with effect from October 18, 2023.
The details of the Key Managerial Personnels of your Company are as follows:
Director(s) Disclosures
Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors.
Further the Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.
Further, declaration on compliance with rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") vide its Notification dated 22nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.
Board Evaluation
The Board have undertaken an annual evaluation of the performance of entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members and the responses on the same have been received.
The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.
Board Committees
The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
The details of the Board Committees of your Company are as follows:
Audit Committee("AC")
The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:
Nomination and Remuneration Committee ("NRC")
The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act.
The Nomination and Remuneration Committee consists of the following members:
Stakeholder Relationship Committee("SRC")
The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. The Stakeholders Relationship Committee consists of the following members:
Board Meetings held during the year
The Board meets at regular intervals inter-alia to discuss and review various matters including business performance, business strategies and policies. During the year under review, 15 (Fifteen) meetings of the Board of Directors of the Company were held on April 13, 2023, April 20, 2023, April 24, 2023, April 26, 2023, April 29, 2023, June 01, 2023, June 02, 2023, July 01, 2023, July 14, 2023, August 08, 2023, August 23, 2023, October 17, 2023, November 07, 2023, December 27, 2023 and March 22, 2024. The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act.
Policy on Appointment and Remuneration of Directors
As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration. This policy, inter alia, provides:
a) The criteria for determining qualifications, positive attributes and independence of directors and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates; and
b) Guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel and other employees.
The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Policy is available on the Company's website at www.acceleratebs.com.
Familiarization Programme for Independent Directors
The Independent Directors of your Company were familiarized with the industry in which your Company operate, the Company's business model and its operations in order to give them an insight into the Company's business and its functioning. The Independent Directors were also familiarized with their functioning roles rights and responsibilities as Independent Directors. Details of how the familiarization programmes imparted to Independent Directors is available on the Company's website at www.acceleratebs.com.
Corporate Governance
Since your Company's Equity Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance provisions under SEBI Listing Regulations are not applicable to the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ‘Code') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/ Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Compliance with Secretarial Standards
During the year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.
Director's Responsibility Statement
As required under Section 134 of the Act, the Directors of the Company state that:
(i) In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the proper explanation relating to material departures;
(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of its profit and loss for the period ended on that date;
(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Director had prepared the annual accounts for the year under review on a ‘going concern' basis; and
(v) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.
Particulars of Loans, Guarantee, or Investments made under section 186 of the Act
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.
Particulars of Contracts or Arrangements made with Related Parties
The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions. All the transactions entered into with the Related Parties during the year under review were on an arm's length basis and were in the ordinary course of business. The Company presented all Related Party Transactions before the Audit Committee and the Board for their approval specifying the nature, value, and terms and conditions of the transaction.
All the related party transactions are presented to the Audit Committee and Board for their approval. A statement of all related party transactions is presented before Audit Committee on half yearly basis, specifying the nature, value and terms and conditions of the transactions.
Disclosure in Form AOC-2 is enclosed herewith as "Annexure - A". Your attention is drawn to the related party disclosure made in the note contained in the financial statements of the Company.
Unsecured Loan from the Directors
During the year under review, the Company has accepted an unsecured loan from the Directors, who have provided a declaration in writing to that effect that the amount is not been given out of funds acquired by them by borrowing or accepting loans or deposits from others.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed herewith as "Annexure - B".
Statement Indicating Development and Implementation of Risk Management Policy
Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. The policy is available on the Company's website at www.acceleratebs.com.
Corporate Social Responsibility ("CSR")
The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.
Details of Significant Material Orders Passed by the Regulators / Courts / Tribunal Impacting the Going Concern Status & Company's Operation in Future
During the year under review, your Company has not received any significant/ material orders passed by any of the Regulators/ Courts/ T ribunals impacting the Going Concern status of the Company and its operations in the future.
Whistle Blower Policy / Vigil Mechanism Policy
In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism for Directors and Employees of the Company to approach the Internal Complaint Committee and to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct and other genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.
Interna Complaint Committee consists of following members:
The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Company's website at www.acceleratebs.com.
Annual Return
The Annual Return of your Company as on March 31, 2024, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 available on Company's Website at www.acceleratebs.com.
Cost Records
The provisions of Section 148 of the Act regarding the maintenance of Cost records are not applicable to your Company.
Remuneration of Directors, Key Managerial Personnel & Senior Management
The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as "Annexure C".
Disclosure Regarding the Issue of Employee Stock Options
Your Company does not have any Employee Stock Option Scheme/ Plan during the year under review.
Management Discussion and Analysis Report
Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Report and is enclosed herewith as "Annexure - D".
Statutory Auditors and their Report
M/s. K S Sanghvi & Co., Chartered Accountants, (FRN: 116714W) were appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting of the Company at the Annual General Meeting held on September 22, 2023.
M/s. K S Sanghvi & Co., Chartered Accountants, Statutory Auditors in their report(s) on the Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2024, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditor's Report are self-explanatory.
Secretarial Auditor and their Report
The Company had appointed M/s. Amita Desai & Co., Practicing Company Secretaries, as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed herewith as "Annexure E".
With reference to the remarks of the Secretarial Auditor, the management replies are as follows:
There has been a delay in filing a fewforms with the Registrar ofCompanies, due to technical errors on the Ministry ofCorporate Affairs website. We have raised the necessary ticket within the timeline of filing said forms. The Company will file the Resolutions with the office ofthe Registrar ofCompanies that the Board had approved in its meeting held on Aprii20, 2023. There has been a delay in certain intimation and filing in XBRL format to the Stock Exchange, however, the Company will take care to intimate the same and in XBRL also in time.
Internal Auditor and their Report
The Internal Audit function provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. The Company has appointed M/s. Bhushan Khot & Co., Chartered Accountants, as an Internal Auditor of the company according to the provision of section 138 of the Companies, Act 2013 read with rule 13 of Companies (Accounts) Rules, 2014 for conducting Internal Audit of Company for the financial year 2023-24. The Board and Audit Committee periodically reviews the Internal Audit Reports and the adequacy and effectiveness of the internal controls. Significant Audit observations, corrective and preventive actions thereon are presented to the Board and Committee on a quarterly basis.
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a "Policy for prevention of Sexual Harassment at workplace" and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy adopted by the Company for the prevention of sexual harassment is available on the Company's Website at www.acceleratebs.com.
Internal Financial Controls Related to the Financial Statements
Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the year under review.
There were no instances of fraud that necessitates reporting of material misstatements to the Company's operations.
Reporting of Frauds
During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.
Significant and Material Orders Passed Other Statutory Disclosures by the Regulators or Courts or Tribunals
During the year under review, there is no material or significant order passed by the regulator(s) or court(s) or tribunal(s) impacting the going concern status and /or the future operations of your Company.
Details and Status of Acquisition, Merger and Modernization and Diversification
During the financial year 2023-24 no Acquisition, Merger, Modernization and Diversification have taken place in your Company.
Other Statutory Disclosures
• The Standalone Financial Statements of the Company are placed on the Company's website at www.acceleratebs.com.
• Details of top ten Employees in terms of the remuneration and Employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Board's Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.
• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principle of any of its debt securities.
• Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.
• During financial year 2023-24, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.
Acknowledgement
Your Directors take this opportunity to offer their sincere thanks to the Shareholders, regulatory authorities including Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the Depositories, the BSE Limited, Bankers, Financial Institutions and Customers of the Company for their continued support and trust. Your Directors also like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company.