oracle financial services software ltd Directors report

Financial year 2022-23

Dear Members,

The Directors present their report on the business and operations of your Company along with its Annual Report and audited financial statements for the financial year 2022-23.

Financial highlights

As per Consolidated financial statements:

(Amounts in million)

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from operations	56,983.09	52,214.55
Finance income	1,672.84	901.85
Other income, net	245.59	441.57
Total income	58,901.52	53,557.97
Depreciation and amortization	(806.62)	(927.99)
Profit before tax	25,699.04	25,282.77
Tax expenses	(7,637.63)	(6,394.51)
Profit for the year	18,061.41	18,888.26
Other comprehensive income for the year	1,104.20	(35.69)
Total comprehensive income for the year	19,165.61	18,852.57

As per Unconsolidated financial statements:

(Amounts in million)

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from operations	42,555.81	38,961.33
Finance income	1,335.58	839.39
Other income, net	258.65	220.07
Dividend from subsidiary company	932.14	1,500.66
Total income	45,082.18	41,521.45
Depreciation and amortization	(583.85)	(679.81)
Profit before tax	23,431.98	23,761.51
Tax expenses	(5,706.90)	(5,649.42)
Profit for the year	17,725.08	18,112.09
Other comprehensive income for the year	39.78	(83.95)
Total comprehensive income for the year	17,764.86	18,028.14

Performance

On a consolidated basis, your Companys revenue stood at 56,983.09 million during the current financial year, up 9% compared to 52,214.55 million of the previous financial year. The net income for the current financial year was 18,061.41 million, down by 4% compared to 18,888.26 million of the previous financial year. On an unconsolidated basis, your Companys revenue stood at 42,555.81 million during the current financial year, increase of 9% compared to 38,961.33 million of the previous financial year. The net income for the current financial year was 17,725.08 million, down by 2% compared to 18,112.09 million of the previous financial year.

A detailed analysis of the financials is given in the Managements discussion and analysis report that forms part of this Annual Report.

Dividend

The Company declared an interim dividend of 225 per equity share of 5 each on April 26, 2023, for the financial year ended March 31, 2023. The Board of Directors has not recommended any additional final dividend for the financial year 2022-23.

Transfer to reserves

The Company has not transferred any amount to the reserves during the year under review.

Particulars of loans, guarantees or investments

In terms of Section 186 of the Companies Act, 2013 ("the Act"), the particulars of loans, guarantees and investments have been disclosed in the financial statements.

Share capital

During the financial year 2022-23, the Company allotted 150,714 equity shares of face value of 5 each to its eligible employees and Directors who exercised their stock options under the prevailing Employee Stock Option Schemes of the Company. As a result, the paid-up equity share capital of the Company as on March 31, 2023 was 431,985,895 divided into 86,397,179 equity shares of face value of 5 each.

Annual return

Pursuant to Section 92(3) read with 134(3) of the Act, Annual Return (in e-form MGT-7) for the financial year ended March 31, 2023 is available on the Companys website at https://investor.ofss.oracle.com.

Directors and key managerial personnel

Mr. Harinderjit Singh and Mr. Chaitanya Kamat, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief profile of the Directors proposed to be re-appointed, the nature of their expertise, and the names of companies in which they hold directorships and chairpersonships / memberships of board committees, etc. are provided in the Notice to Members ("Notice") forming part of this Annual Report. The Directors seeking re-appointment are not disqualified / debarred from holding the office of Director in terms of Section 164 of the or by any order of SEBI, MCA, RBI or any other such authority. The Board recommends to the Members the resolutions for re-appointment of Mr. Harinderjit Singh and Mr. Chaitanya Kamat as Directors of the Company, liable to retire by rotation. Resolutions seeking Members approval for their re-appointment forms part of the Notice.

All the Independent Directors of the Company have given declaration under Section 149(6) of the Act and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") confirming that they meet the criteria of independence and that they have complied with Schedule IV of the Act and the Companys Code of Ethics & Business Conduct.

The Members of the Company, at the Thirtieth Annual General Meeting held on August 8, 2019, had appointed Ms. Jane Murphy as an Independent Director of the Company to hold office for a term up to December 31, 2023. In accordance with the provisions of Sections 149, 150, 152 and 197 of the Act and applicable provisions of the Listing Regulations, and based on the performance evaluation and recommendation of the Nomination and Remuneration Committee of the Company, it is proposed to re-appoint Ms. Jane Murphy as an Independent Director for a further term of five years from January 1, 2024 to December 31, 2028. A special resolution to this effect forms part of the Notice. The Board recommends to the Members this resolution.

During the financial year 2022-23, there were no changes to the Key Managerial Personnel.

Number of meetings of the Board

Five meetings of the Board were held during the financial year 2022-23. For details of the meetings of the Board, please refer to the Corporate Governance Report which is a part of this Annual Report.

Board Committees

The details pertaining to the Committees of the Board and their meetings during the year are included in the Corporate Governance Report which is a part of this Annual Report.

Board policies

The Company has formed following policies as required by the Act and Listing Regulations:

Particulars	Details	Website link for policy / details
Code of ethics and business conduct policy	This code defines and implements Oracles ethical business values and sets forth key rules and employee responsibilities. The Code also covers the vigil mechanism and whistle blower policy.	https://www.oracle.com/assets/cebc-176732.pdf
Code of practices and procedures for fair disclosure of UPSI	This code defines the principles for fair disclosure of Unpublished Price Sensitive Information ("UPSI").	https://www.oracle.com/a/ocom/docs/industries/financial-services/code-of-practices-and-procedures-for-fair-disclosure-upsi.pdf
Corporate social responsibility policy	This policy governs Corporate Social Responsibility ("CSR") program of the Company.	https://www.oracle.com/a/ocom/docs/ industries/financial-services/ofss-social-responsibility.pdf
Directors appointment policy	This policy governs the manner of appointment of Directors of the Company.	https://www.oracle.com/a/ocom/docs/ industries/financial-services/directors-appointment-policy.pdf
Dividend distribution policy	This policy details the factors to be considered by the Board while deciding or recommending any dividend.	https://www.oracle.com/a/ocom/docs/industries/financial-services/ofss-dividend-distribution-policy.pdf
Material events and information policy	This policy provides framework for determination of material events / information and sets out classes and types of material events / information that require disclosure to stock exchanges.	https://www.oracle.com/a/ocom/docs/industries/financial-services/material-events-information-policy.pdf
Policy for determining material subsidiaries	This policy defines the criterion for deciding material subsidiaries and describes related actions to be taken by the Company with respect to significant transactions with them.	https://www.oracle.com/a/ocom/docs/industries/financial-services/policy-determining-material.pdf.
Record archival policy	This policy provides the framework for archival of the communications with the stock exchanges.	https://www.oracle.com/a/ocom/docs/ industries/financial-services/record- archival-policy.pdf
Related party transactions policy	This policy sets out the principles and processes that apply in respect of transactions entered into by the Company with a related party.	https://www.oracle.com/a/ocom/docs/industries/financial-services/ofss-party- transactions-policy.pdf
Remuneration policy	This policy establishes principles governing remuneration of the directors, key managerial personnel and senior management of the Company.	https://www.oracle.com/a/ocom/docs/industries/financial-services/ofss-remuneration-policy.pdf

Related party transactions

All related party transactions entered into by the Company during the financial year 2022-23 were at an arms length basis and in the ordinary course of business. As required under the Act, form AOC-2 is annexed as Annexure 1 to this report.

Risk management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the Company are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management plan have been covered in the Managements Discussion and Analysis Report that forms part of this Annual Report.

Board evaluation

In accordance with the requirements of Section 178 of the Act and Regulation 17(10) of the Listing Regulations, the Chairperson of the Nomination and Remuneration Committee conducted the evaluation of the performance of the Board and its Committees by seeking inputs from all the Directors based on various criteria such as composition, effectiveness of processes / meetings, information sharing, functioning, etc. The Board evaluation report for financial year 2022-23 was adopted at the Board Meeting held on April 26, 2023.

Subsidiaries

Your Company has subsidiaries in Greece, India, Chile, China, Mauritius, Singapore, the Netherlands and the United States of America. The Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Act.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and separate annual accounts of its subsidiaries are available on the website of the Company at https://investor.ofss.oracle.com.

Research and development

Your Company continuously makes significant investments in research and development (R&D) to offer Information Technology solutions that the global financial services industry needs today and will need tomorrow. Your Companys dedicated in-house R&D centers have produced a number of IT products that are used by banks in more than 150 countries around the world for running their critical operations. The investment your Company makes in building applications, coupled with access to Oracles technology, provides a unique competitive edge to its offerings.

Deposits

During the financial year 2022-23, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Corporate governance

The Company has taken appropriate steps and measures to comply with all the corporate governance regulations and related requirements as envisaged under Regulation 27 of the Listing Regulations. A separate report on Corporate Governance along with a certificate from Mr. Prashant Diwan, Practicing Company Secretary, with regard to compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) of the Listing Regulations forms part of this Annual Report. A certificate from Mr. Prashant Diwan, has also been received stating that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company by the SEBI, MCA or any such statutory authority.

Statutory Auditors report

There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors report.

Secretarial audit report

In terms of Section 204 of the Act and the Rules made thereunder, the Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, as the Secretarial Auditor of the Company for the financial year 2022-23. The Secretarial Audit report is annexed as Annexure 2 to this report. The Secretarial Audit report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report pursuant to Regulation 34 of the Listing Regulations for the financial year 2022-23 that forms part of this Annual Report has been hosted on the website of the Company at https://investor.ofss.oracle.com.

Employee Stock Option Plan (ESOP)

The Members of the Company at their Annual General Meeting held on August 14, 2001 had approved grants of ESOPs to the employees / Directors of the Company and its subsidiaries up to 7.5% of the issued and paid-up capital of the Company from time to time. This said limit was enhanced and approved up to 12.5% of the issued and paid-up capital of the Company by the Members at their Annual General Meeting held on August 18, 2011. This extended limit is an all-inclusive limit applicable to the stock options ("options") granted in the past, in force, and those that will be granted by the Company in future.

Pursuant to ESOP scheme approved by the Members of the Company on August 14, 2001, the Board of Directors, on March 4, 2002 approved the 2002 Employees Stock Option Plan ("Scheme 2002") for issue of 4,753,600 options to the employees and directors of the Company and its subsidiaries. According to the Scheme 2002, the Company has granted 4,548,920 options prior to its Initial Public Offer ("IPO") in 2002 and 619,000 options at various dates after IPO (including the grants of options out of options forfeited earlier). On August 25, 2010, the Board of Directors approved the Employees Stock Option Plan 2010 Scheme ("Scheme 2010") for issue of 618,000 options to the employees and Directors of the Company and its subsidiaries. According to the Scheme 2010, the Company has granted 638,000 options (including the grants of options out of options forfeited earlier). As at March 31, 2023, there are no options outstanding under ESOP Scheme 2002 and ESOP Scheme 2010.

Pursuant to ESOP Schemes approved by the Members of the Company, the Board of Directors have further approved the Employees Stock Option Plan 2011 Scheme ("Scheme 2011") and Oracle Financial Services Software Limited Stock Plan 2014 ("OFSS Stock Plan 2014"). The details of the Companys ESOP schemes are disclosed in note 29 (b) in the notes to accounts of the unconsolidated financials of the Company that form part of this Annual Report.

As per the Scheme 2002, Scheme 2010 and Scheme 2011, each of 20% of the total options granted vest on completion of 12, 24, 36, 48 and 60 months from the date of grant. In respect of the OFSS Stock Plan 2014, each of 25% of the total options / OSUs granted vest on completion of 12, 24, 36 and 48 months from the date of grant. Any vesting is subject to continued employment with the Company or its subsidiaries. Options / OSUs have an exercise period of 10 years from the date of grant. The employee / Director pays the exercise price and applicable taxes upon exercise of vested options / OSUs.

All the above mentioned Schemes of the Company are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 applicable from time to time. Applicable disclosures relating to Employees Stock Option Schemes, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are placed on the website of the Company at https://investor.ofss.oracle.com.

The details of the options and/or OFSS Stock Units ("OSUs") granted under the Scheme 2002, Scheme 2010, Scheme 2011 and OFSS Stock Plan 2014 to eligible employees / Directors of the Company and subsidiaries from time to time till March 31, 2023 are given below:

Particulars	Scheme 2002	Scheme 2010	Scheme 2011	OFSS Stock Plan 2014	OFSS Stock Plan 2014	Total
	(Stock Options)				(OSUs)
Pricing Formula	At the market price as on the date of grant				5
Variation of terms of grant	None	None	None	None	None
Granted	5,167,920	638,000	1,950,500	1 78,245	1,465,030	9,399,695
Lapsed and forfeited	(620,725)	(304,362)	(606,276)	(65,694)	(132,159)	(1,729,216)
Exercised	(4,547,195)	(333,638)	(1,251,851)	(15,886)	(683,515)	(6,832,085)
Total number of options in force as on March 31, 2023			92,373	96,665	649,356	838,394

The details of OSUs granted to Directors and Senior Managerial Personnel under OFSS Stock Plan 2014 during the financial year ended March 31, 2023 are as follows:

Name	Designation	Number of OSUs*
Mr. Chaitanya Kamat	Managing Director & Chief Executive Officer	38367
Mr. Makarand Padalkar	Whole-time Director & Chief Financial Officer	19151
Mr. Arvind Gulhati	Vice President - Business Planning and Ops	6506
Mr. Avadhut Ketkar	Chief Accounting Officer	4940
Mr. Goutam Chatterjee	Vice President - Consulting Quality & Testing	490
Mr. Karthick Prasad	Vice President, Product Development	2972
Ms. Laura Balachandran	Vice President - Business Planning and Ops	396
Mr. Mahesh Rao	Regional Vice President - Consulting	2197
Mr. Onkarnath Banerjee	Company Secretary and Compliance Officer	2470
Mr. Rajaram Vadapandeshwara	Vice President - Software Development	988
Mr. Sanjay Bajaj	Vice President - OFSAA Development Operations	906
Mr. Sanjay Ghosh	Regional Vice President - Consulting	824
Mr. Surendra Shukla	Vice President - Product Support	2635
Mr. Tushar Chitra	Vice President - Product Strategy & Marketing	1647
Mr. Unmesh Pai	Vice President, Software Development	1647
Mr. Vikram Gupta	Group Vice President - Banking Development	20419
Mr. Vinayak Hampihallikar	Vice President - Consulting	5789
Mr. Vivek Jalan	Vice President Real Estate and Facilities	553

*Grant price of each OSU is 5

(a) Any other employee, who receives grant in any one year amounting to 5% or more of options / OSUs granted during the year None

(b) Identified employees who were granted options / OSUs, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant None

(c) Diluted Earnings Per Share (EPS) pursuant to the issue of shares on exercise of option calculated in accordance with Indian Accounting Standard (Ind AS) 33 ‘Earnings Per Share issued by the Institute of Chartered Accountants of India 204.37

The compensation cost arising on account of grant of options and OSUs is calculated using the fair value method. The reported profit for financial year 2022-23 is after considering the cost of employee stock compensation of 584.81 using fair value method on options / OSUs.

The weighted average share price for the year over which options / OSUs were exercised was 3,181. Money realized on allotment of 150,714 fresh equity shares as a result of exercise of options / OSUs during the financial year 2022-23 was 793.42 million. The Company has recovered from the employees / directors the perquisite tax applicable on exercise of options / OSUs. The weighted average fair value of OSUs granted during the year was 3,053 calculated as per the Black Scholes valuation model, with details of features incorporated, as stated in 29 (b) in the notes to accounts of the unconsolidated financials.

Transfer of equity shares and unpaid / unclaimed dividend to IEPF

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred to the credit of Investor Education and Protection Fund ("IEPF") set up by the Government of India, equity shares in respect of which dividend had remained unpaid/ unclaimed for a period of seven (7) consecutive years within the timelines prescribed under the Act. Unpaid / unclaimed dividend for seven (7) years or more has also been transferred to the IEPF.

Human resources

Employees are critical assets of the organization and their success and wellbeing is key to the Companys performance. Your Company endeavors to constantly hire and retain the best talent and be among the preferred employers in the industry. The Company constantly invests in building capabilities of its employees in the areas of technology, industry domain and soft skills; and emphasizes on building an inclusive and collaborative work culture along with systems that promote and enable high performance offering an enriching career to the employees.

Employee safety, health and open culture is of paramount importance to your Company and is committed to providing a safe and respectful work environment that is free from harassment or discrimination irrespective of background of the employees. Sexual or other harassments or discrimination against applicants or employees is strictly forbidden. The Company has Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done through various programs and communications. The Company has setup Internal Complaints Committees at every location where it operates in India as per the regulations.

As of March 31, 2023, your Company had 8,593 employees (March 31, 2022 7,884) including employees of the subsidiaries. The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Corporate Governance report which is a part of this Annual Report.

Corporate social responsibility

The Company has constituted Corporate Social Responsibility ("CSR") Committee in accordance with the provisions of the Act. The details of the CSR Committee are provided in the Corporate Governance Report which is a part of this Annual Report. Pursuant to Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, the annual report on the CSR activities for the financial year ended March 31, 2023 is annexed as Annexure 3 to this report.

Internal financial controls

The Board has adopted adequate policies and procedures in terms of Internal Financial Controls commensurate with the size, scale and complexity of the Companys operations. Such policies and procedures ensure orderly and efficient conduct of business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Internal Audit team monitors and evaluates the efficacy and adequacy of the internal control system commensurate with the size of the business operations of the Company, its compliance with risk management system, accounting procedures and policies at all locations of the Company and its subsidiaries. The Internal Audit team reports to the Audit Committee.

Directors responsibility statement

As required under Section 134(5) of the Act, for the financial year ended on March 31, 2023, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made 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 at the end of the financial year and of the profit of the Company for that period;

c. the directors have 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;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls and that such internal financial controls are adequate and were operating effectively; and

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

Auditors

The Members of the Company have appointed M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101049W), as the Statutory Auditors of the Company till the conclusion of the 38th Annual General Meeting to be held in the year 2027.

Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against the Company by its officers or employees.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Material changes and commitments

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Significant and material orders

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

Other Disclosures

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not applicable.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year Not applicable.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Act and the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

Conservation of energy

The Company strives to conserve energy and use energy efficient computers and illumination systems. The Company also deploys sophisticated office automation and infrastructure management equipment which optimize energy consumption. The Company continues to support Oracles global sustainability goals of reducing waste to landfill and conserving energy.

Technology absorption

The Company regularly strives to utilize newer technologies with a view to conserve energy and create an environmentally friendly ecosystem. The initiatives taken by the Company are summarized below: Network: The Company continues to invest in upgrading and modernizing its networks thereby increase uptime of the network infrastructure, increase capacity and enable greater collaboration. Network infrastructure is being migrated to the next generation cloud platform and network tooling; processes are being made seamless between the applications and the cloud platforms thereby enabling unified operational process, while securing the network infrastructure to provide a secure remote computing environment for our employees and customers.

Cloud deployment: The Company operates the infrastructure on a next generation cloud platform. All corporate applications are hosted on the Oracle next generation cloud. This move significantly reduces infrastructure costs as well as space and power utilization across the globe. Leveraging the cloud platform, the Company has consolidated datacenters and manages increasing demand through flexible infrastructure utilization.

Business Resiliency: The Company has successfully implemented disaster recovery initiatives for critical infrastructure services. This has been adequately tested during this pandemic crisis, minor deficiencies were mitigated, and the plan has been made more efficient and effective.

Virtual presence: The Company has made significant investments in providing a near virtual working environment for its employees through multiple collaboration tools. Multifunctional and multiple methods of collaboration across geographies have enhanced business operations. This facilitates communication across the globe minimizing travel and increasing efficiencies from a support perspective by making self-service operations easier and effective. Conference room facilities have been enhanced and standardized across the organization to ensure smooth and seamless operations from any of the Companys location.

All these initiatives provide a secure, efficient and environment friendly operating environment to the employees.

Foreign exchange earnings and outgo:

(Amounts in million)

Foreign exchange earnings	37,771.57
Foreign exchange outgo (including capital goods and other expenditure)	2,317.74

Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans: Your Company has established an extensive global presence across leading markets through its sales and marketing network. The Company will continue to broaden and deepen various potential markets globally. Experienced sales and marketing specialists focus on building strong international business presence to develop new export markets for your Company.

Prospects

The banking and financial services industry continued to face disruptions due to geopolitical and economic shockwaves. New age and nimble fintechs are nibbling away segments of their businesses, especially in the growth areas. These disruptions have accelerated the need for the financial institutions to transform themselves to meet the changing customer expectations. To address these challenges, banks and FIs are accelerating digital revolution, coupled with harnessing data to deliver actionable insights, and drive progressive modernization to offer an enhanced user experience.

Your Companys innovation-led approach enables digital transformation across critical business areas. Your Company caters to the customers ranging from small and medium banks operating in small regions to large banks and financial institutions operating across the globe. The Companys solutions deliver flexibility of deployment and interoperability to cater to the needs of all categories of clients. Its deep expertise in a wide spectrum of solutions in banking ensures that the Company can meet the next level of expectations. Within these disciplines, your Company continues to provide products and services for retail banking, corporate banking, universal banking, payments, life insurance, annuities, health insurance, and asset management.

The best-in-class solutions are built on top of a common core of technologies and enterprise applications to offer financial institutions a pre-integrated full stack that delivers a comprehensive set of solutions that can save cost, drive efficiency, and scale. As the markets are slowly evolving into software-as-a-service model, your Company has adapted its offerings for SaaS / cloud but can also be offered on-premise depending upon the customers choice. Oracles integrated cloud platform serves as the core for innovation and applications that enable digital banking, integrated finance, accounting and performance, financial crime compliance management, revenue management, billing, and human capital management all to help organizations effectively adapt, grow, and stay relevant in the industry.

Statement on compliance of applicable Secretarial Standards

The Company complies with all applicable mandatory provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Employee particulars

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given below: For statistically relevant computation of median value of employee remuneration, employees who have served the entire 12 months in the corresponding fiscal year were considered. The expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers is found by arranging all the observations from lowest value to highest value and picking the middle one; and if there is an even number of observations, the median is the average of the two middle values. The remuneration used for the analysis in this section includes the details of employees and only of those Directors to whom the remuneration has been paid by the Company and excludes remuneration of the employees of overseas branches, subsidiaries, and the (perquisite) value of the difference between the fair market value and the exercise price on the date of exercise of options, to make the comparisons relevant. i. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to median remuneration
Non-Executive, Independent Directors
Mr. S Venkatachalam	2
Mr. Richard Jackson	2
Mr. Sridhar Srinivasan	2
Ms. Jane Murphy	2
Executive Directors
Mr. Chaitanya Kamat*	26
Mr. Makarand Padalkar*	7

*Excludes the (perquisite) value towards difference between the fair market value and the exercise price on the date of exercise of options.

ii. The percentage increase in remuneration of each director, chief executive officer, chief financial officer and secretary in the financial year:

Name and Title	Percentage increase / (decrease) of remuneration in FY 2023 as compared to FY 2022
Non-Executive, Independent Directors
Mr. S Venkatachalam	Nil
Mr. Richard Jackson	Nil
Mr. Sridhar Srinivasan	Nil
Ms. Jane Murphy	Nil
Managing Director and Chief Executive Officer # Mr. Chaitanya Kamat	9
Whole-time Director and Chief Financial Officer # Mr. Makarand Padalkar	6
Company Secretary and Compliance Officer # Mr. Onkarnath Banerjee	9

#Excludes the (perquisite) value towards difference between the fair market value on the date of exercise of options and the exercise price.

iii. The percentage increase in the median remuneration of employees in fiscal 2023, as compared to fiscal 2022:

10%

iv. The number of permanent employees on the rolls of the Company:

7,680 as on March 31, 2023.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the financial year 2022-23, the average remuneration of employees other than the key managerial personnel increased by 16% over the previous year. During the same period, average remuneration of the key managerial personnel increased by 9%.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The remuneration is as per the remuneration policy of the Company.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

Acknowledgements

The Directors gratefully acknowledge the continued support received by the Company from its stakeholders, customers, members, vendors, bankers and regulatory authorities during the year. The Directors also wish to thank the Government of India, the State Governments in the jurisdictions it operates and their various agencies and departments. The Directors place on record their appreciation for the excellent contributions made by the employees of the Company through their commitment, co-operation and diligence.

For and on behalf of the Board

S Venkatachalam

Chairperson DIN: 00257819

June 14, 2023