Attachment: 10-K

EX-21

 

Exhibit 21

SUBSIDIARIES OF AGILYSYS, INC.

 

Subsidiaries of Agilysys, Inc.

 

State or

jurisdiction of

organization or

incorporation

 

 

 

Agilysys NV, LLC

 

Delaware

Agilysys China Holdings Ltd.

 

Hong Kong

Agilysys HK Limited

 

Hong Kong

Agilysys MC Limited

 

Macau

Agilysys Hospitality Solutions (Shanghai) Co., Ltd.

 

People’s Republic of China

Agilysys Singapore Pte. Ltd.

 

Singapore

Agilysys Philippines, Inc.

 

Philippines

Agilysys UK Ltd.

 

United Kingdom

Agilysys Technologies India Private Limited

 

India

Agilysys Australia Pty Ltd

 

Australia

Agilysys Canada, Inc.

 

Canada

 

 

EX-23.1

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated May 23, 2022, with respect to the consolidated financial statements and supplemental schedule and internal control over financial reporting included in the Annual Report of Agilysys, Inc. and subsidiaries on Form 10-K for the year ended March 31, 2022. We consent to the incorporation by reference of said reports in the Registration Statements of Agilysys, Inc. and subsidiaries on Form S-3 (File No. 333-248273) and on Form S-8 (File No. 333-253045).

/s/ GRANT THORNTON LLP

Atlanta, Georgia

May 23, 2022

 

EX-24.1

 

 

Exhibit 24.1

POWER OF ATTORNEY

The undersigned directors of Agilysys, Inc., a Delaware corporation (the “Company”), do hereby nominate, constitute and appoint William David Wood III and Chris J Robertson, and each of them individually, the true and lawful attorney or attorneys of the undersigned, with power to act with or without the other and with full power of substitution and resubstitution, to execute in the name and on behalf of the undersigned as directors of the Company, the Annual Report of the Company on Form 10-K for the fiscal year ended March 31, 2022, and any and all amendments thereto; and each of the undersigned hereby ratifies and approves all that said attorneys or any of them shall do or cause to be done by virtue hereof.

In Witness Whereof, each of the undersigned has executed this Power of Attorney in one or more counterparts effective as of the 20th day of May 2022.

 

Signature

 

Title(s)

 

 

 

 

/s/ Michael A. Kaufman

Michael A. Kaufman

 

Chairman and Director

 

 

/s/ Donald A. Colvin

Donald A. Colvin

 

Director

 

 

/s/ Gerald C. Jones

Gerald C. Jones

 

Director

 

 

/s/ John Mutch

John Mutch

 

Director

 

 

/s/ Melvin L. Keating

Melvin L. Keating

 

Director

 

 

 

/s/ Dana Jones

Dana Jones

 

Director

 

 

EX-31.1

 

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Ramesh Srinivasan, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Agilysys, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a).
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b).
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c).
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d).
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a).
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b).
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 23, 2022

 

By:

 

/s/ Ramesh Srinivasan

 

 

Ramesh Srinivasan

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

EX-31.2

 

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, William David Wood III, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Agilysys, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a).
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b).
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c).
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d).
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a).
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b).
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 23, 2022

 

 

 

 

 

 

By:

 

/s/ William David Wood III

 

 

William David Wood III

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

EX-31.3

 

Exhibit 31.3

CERTIFICATION OF THE CORPORATE CONTROLLER AND TREASURER

I, Chris J. Robertson, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Agilysys, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a).
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b).
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c).
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d).
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a).
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b).
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 23, 2022

 

By:

 

/s/ Chris J. Robertson

 

 

Chris J. Robertson

 

 

Corporate Controller and Treasurer

 

 

(Principal Accounting Officer)

 

 

EX-32

 

Exhibit 32

CERTIFICATION

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Ramesh Srinivasan, the Chief Executive Officer, William David Wood III, the Chief Financial Officer, and Chris J. Robertson, the Corporate Controller and Treasurer, of Agilysys, Inc. (the "Company"), hereby certify, that, to their knowledge:

1.
The Annual Report on Form 10-K of the Company for the annual period ended March 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 23, 2022

 

 

 

 

By:

/s/ Ramesh Srinivasan

 

Ramesh Srinivasan

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

/s/ William David Wood III

 

William David Wood III

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

 

/s/ Chris J. Robertson

 

Chris J. Robertson

 

Corporate Controller and Treasurer

 

(Principal Accounting Officer)

 

 

 

 

agys-20220331_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

agys-20220331_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

agys-20220331.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

agys-20220331_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

agys-20220331_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT