Oracle Financial Services Software Ltd Directors Report

Financial year 2025-26

Dear Members,

The Directors present their report on the business and operations of Oracle Financial Services Software Limited ("Company") along with the Annual Report and audited financial statements for the financial year 2025-26.

Financial highlights

ements: stat AsperConsolidatedfinancial

(Amounts in million)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operations	76,721	68,468
Other income	2,706	3,042
Total income	79,427	71,510
Operating expenses	(41,972)	(37,710)
Depreciation and amortization	(654)	(691)
Total expenses	(42,626)	(38,401)
Profit before tax	36,801	33,109
Tax expenses	(10,408)	(9,313)
Profit for the year	26,393	23,796
Other comprehensive income for the year	1,256	679
Total comprehensive income for the year	27,649	24,475

As per Standalone financial statements:

(Amounts in million)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operations	57,167	50,991
Other income	6,800	17,210
Total income	63,967	68,201
Operating expenses	(27,293)	(24,502)
Depreciation and amortization	(563)	(598)
Total expenses	(27,856)	(25,100)
Profit before tax	36,111	43,101
Tax expenses	(8,365)	(9,594)
Profit for the year	27,746	33,507
Other comprehensive income / (loss) for the year	124	(32)
Total comprehensive income for the year	27,870	33,475

Performance

On a consolidated basis, the Companys revenue stood at 76,721 million during the current financial year, up 12% compared to 68,468 million of the previous financial year. The net income for the current financial year was 26,393 million, up 11% compared to 23,796 million of the previous financial year. On a standalone basis, the Companys revenue stood at 57,167 million during the current financial year, increase of 12% compared to 50,991 million of the previous financial year. The net income for the current financial year was 27,746 million, down by 17% compared to 33,507 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 Board of Directors of the Company ("the Board") declared 1st interim dividend of 130 per equity share and 2nd interim dividend of 270 per equity share of 5 each on October 17, 2025 and April 22, 2026, respectively, for the financial year ended March 31, 2026. The Board has not recommended any additional final dividend for the financial

Transfer to reserves

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

Particulars of loans, guarantees and investments

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

Share capital

During the financial year 2025-26, the Company issued and allotted employees and Directors of the Company and its subsidiaries who exercised their stock options under the prevailing Employee Stock Option Scheme of the Company. As a result, the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2026 was 435,175,665 divided into 87,035,133 equity shares of face value of 5 each.

Annual return

Pursuant to Section 92(3) read with 134(3)(a) of the Act, the Annual Return (in e-form MGT-7) for the financial year ended March 31, 2026 is available on the Companys website at https://investor.ofss.oracle.com.

Directors and key managerial personnel

Kimberly Woolley (DIN: 07741017) and Gopala Ramanan Balasubramaniam (DIN: 02785489), Directors of the Company, would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The resolutions seeking the Members approval for their re-appointment along with other required details forms part of the Notice.

Changes in the Board of Directors during the year:

- Jane Murphy, Non-Executive, Independent Director of the Company, was appointed as the Chairperson of the Board of Directors with effect from April 1, 2025.

- Appointments: i. Nian Nian Yuan (DIN: 11107498), was appointed as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, with effect from June 11, 2025 by the Members of the Company, at the Annual General Meeting held on July 24, 2025. ii. Simon de Montfort Walker (DIN: 11549486), was appointed as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, with effect from February 25, 2026 by the Members of the Company, vide resolution passed through postal ballot on April 3, 2026.

- Resignations: i. Yong Meng Kau (DIN: 08234739), resigned as a Non-Executive, Non-Independent Director of the Company, with effect from the close of business hours of May 30, 2025. ii. Vincent Secondo Grelli (DIN: 08262388), resigned as a Non-Executive, Non-Independent Director of the Company, with effect from the close of business hours of October 31, 2025. iii. Harinderjit Singh (DIN: 06628566), resigned as a Non-Executive, Non-Independent Director of the Company, with effect from the close of business hours of January 22, 2026. The Board placed on record its appreciation for the valuable contributions and guidance during their tenure with the Company. All the Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149 of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Independent Directors have registered their names in the Independent Directors Databank as per Rule 6 of the Companies (Appointment and Qualifications of Directors)

Key managerial personnel

Pursuant to the provisions of Section 203 of the Officer, Act, Makarand Padalkar, Managing Director and Chief Executive andCompliance AvadhutKetkar,ChiefFinancialOfficer Managerial Personnel of the Company as on March 31, 2026. During the year, there were no changes to the Key Managerial Personnel.

Number of meetings of the Board

Seven meetings of the Board were held during the financial year 2025-26. 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 Company has established several committees of its Board. The details pertaining to each of the Committees of the Board outlining composition, terms of reference and attendance of the Directors at the meetings held during the year are included in the Corporate Governance Report which is a part of this Annual Report.

Corporate policies

The Company has the following policies as required by the Act and the 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 definestheprinciples https://www.oracle.com/a/ocom/docs/ for fair of Unpublished Price Sensitive Information ("UPSI").	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 decidinghttps://www.oracle.com/a/ocom/docs/ material subsidiaries and describes related actions to be taken by the Company with respect to significant transactions with them.	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 2025-26 were at an arms length basis and in the ordinary course of business. Form AOC-2 as required under the Act is enclosed as Annexure 1 to this report.

Managements discussion and analysis report

The Managements discussion and analysis report for the financial year 2025-26 as stipulated Regulations forms a part of this Annual Report.

Risk management

The Risk Management Committee of the Board frames, reviews and monitors implementation of risk management policy for the Company and ensure its effectiveness. The Committee periodically monitors and reviews the Risk Management Plan by considering the changing industry dynamics, evolving complexities, assessing the risk and formulating procedures to minimize the same. 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 a part of this Annual Report.

Board evaluation

Pursuant to the provisions of the Act and Listing Regulations, annual evaluation of the performance of the individual Directors, the Board as a whole, and its Chairperson was conducted. Various parameters such as knowledge and expertise of directors, their attendance, information sharing, functioning, effectiveness of meetings/processes, etc. were assessed. The Board evaluation report for the financial year 2025-26 was adopted at the Board Meeting held on April 22, 2026.

Subsidiaries

The Company has subsidiaries in Chile, Greece, India, Mauritius, the Peoples Republic of China, 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 the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 forms a part of the financial statements of the Company.

Further, 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 Companys website at https://investor.ofss.oracle.com.

Research and development

Research and development (R&D) is essential for driving innovation and helping the Company gain an edge in the market. Because of its investments in R&D, the Company continues to be the leader in a dynamic and ever-evolving space and be relevant to the global financial services industry. The 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, and helping them gain an edge in their business. The investment the Company makes in building applications, coupled with access to Oracles technology, provides a unique competitive edge to its offerings.

Deposits

During the financial year 2025-26, 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 on deposits 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 M/s. P. Diwan & Associates, Company Secretaries, with regard to compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) of the Listing Regulations forms a part of this Annual Report. A certificate from M/s. P. Diwan & Associates 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 Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any such statutory authority.

Auditors

Statutory auditors

The Members of the Company have appointed M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101049W/E300004), as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 33rd Annual General Meeting held on August 3, 2022 till the conclusion of the 38th Annual General Meeting to be held in the year 2027 as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Statutory Audit report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial auditor and secretarial audit report

In terms of the provisions of Regulation 24A and other applicable provisions of the Listing Regulations read with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and on recommendation of the Audit Committee and the Board of Directors, the Members of the Company at the Annual General Meeting held on July 24, 2025 had approved the appointment of M/s. P. Diwan & Associates, Company Secretaries (Firm Registration Number - P2015MH041400) as Secretarial Auditors for a period of five consecutive years commencing from the financial year 2025-26 till 2029-30.

The Secretarial Audit report for the financial year 2025-26 in Form MR-3 is annexed as Annexure 2 to this report. The Secretarial Audit report does not contain any qualification, reservation, adverse remark or disclaimer.

Business responsibility and sustainability report (BRSR)

BRSR along with Independent Assurance Statement on BRSR Core indicators pursuant to the Listing Regulations for the financial year 2025-26 that forms part of this Annual Report has been hosted on the Companys website 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 up to 12.5% of the issued and paid-up capital of the Company as approved 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") and OFSS Stock Units ("OSUs") 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, below are the details of issue of Options to the employees and directors of the Company and its subsidiaries:

Particulars Shareholders Board Approval Issue of Options Approval 2002 Employees Stock Option Plan ("Scheme 2002") August 14, 2001 March 4, 2002 4,753,600 Employees Stock Option Plan 2010 Scheme ("Scheme 2010") August 14, 2001 August 25, 2010 618,000 Employees Stock Option Plan 2011 Scheme ("Scheme 2011") August 18, 2011 August 18, 2011 Up to 12.5% of share capital

Oracle Financial Services Software Limited Stock Plan 2014 August 18, 2011 August 7, 2014 Up to 12.5% of ("Scheme 2014") share capital

The summary of the Options and/or OFSS Stock Units ("OSUs") granted under the Scheme 2002, Scheme 2010, Scheme 2011 and Scheme 2014 to eligible employees / Directors of the Company and its subsidiaries in conformation to applicable regulations from time to time till March 31, 2026, is given below:

Particulars	Scheme 2002	Scheme 2010	Scheme 2011	Scheme 2014	Scheme 2014	Total
		(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	224,265	1,948,441	9,929,126
Lapsed and forfeited	(620,725)	(304,362)	(650,576)	(79,070)	(250,720)	(1,905,453)
Exercised and allotted	(4,547,195)	(333,638)	(1,299,924)	(80,433)	(1,208,849)	(7,470,039)
Exercised (pending allotment)					(2,428)	(2,428)
Total number of Options / OSUs in force as on March 31, 2026				64,762	486,444	551,206

* Including the grants of Options / OSUs added back to pool due to forfeiture.

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, Options / OSUs would vest generally over four years on completion of 12, 24, 36 and 48 months from the date of grant as per vesting schedule as approved by the Nomination and Remuneration Committee. 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 Companys website at https://investor.ofss.oracle.com.

The details of the Companys ESOP schemes are disclosed in note 28 (b) in the notes to accounts of the standalone financials of the Company that form part of this Annual Report.

The details of Options/OSUs granted to Directors and Senior Management under Scheme 2014 during the financial year ended March 31, 2026 are as follows:

Name	Designation	Number of OSUs
Arvind Gulhati	Vice President - Business Planning Ops	1955
Avadhut Ketkar	Chief Financial Officer	3620
Dharpan Koul	Regional Vice President - Consulting	748
Goutam Chatterjee	Vice President - Consulting - Quality and Testing	176
Karthick Prasad	Distinguished Engineer, Financial Services	701
Rajaram Vadapandeshwara	Vice President - Software Development	2627
Sanjay Bajaj	Vice President - Development Operations	883
Sanjay Ghosh	Regional Vice President - Consulting	514
Surendra Shukla	Vice President - Product Support	1658
Tushar Chitra	Vice President - Product Strategy and Management	1168
Unmesh Pai	Vice President - Product Management and Development - Retail Banking	1285
Venkatraman H	Senior Director - Human Resources	876
Vinayak Hampihallikar	Regional Vice President - Consulting	2686
Vivek Jalan	Vice President - Real Estate and Facilities	213

 

	Number of Options
Onkarnath Banerjee Company Secretary and Compliance Officer	2772
(a) Any other employee who receives grant in any one year amounting to 5% or more of Options and OSUs granted during the year.	None
(b) Identified employees who were granted Options and 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.	317.60

The compensation cost arising on account of grant of Options and OSUs is calculated using the fair value method.

The reported profit for the financial year 2025-26 is after considering the cost of employee stock compensation of 908 million using fair value method on Options / OSUs.

During the financial year 2025-26, money realized was 45 million towards exercise of 171,198 Options/OSUs for fresh equity shares. The Company has recovered from the employees / Directors the perquisite tax applicable on exercise of Options/OSUs. The weighted average share price for the year over which Options/OSUs were exercised was 8,260. The weighted average fair value of Options / OSUs granted during the year was 7,395 calculated as per the Black Scholes valuation model, with details of features incorporated, as stated in 28 (b) in the notes to accounts of the standalone financials.

Transfer of equity shares and unpaid / unclaimed dividend to Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, ("IEPF Rules"), all unpaid or unclaimed dividends, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are required to be transferred by the Company to the IEPF. The details of unpaid / unclaimed amounts lying with the Company as on March 31, 2026 and the shares transferred to IEPF are available on the Companys website at https://investor.ofss.oracle.com and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

Human resources

The Company places its employees at the core of its strategic priorities, recognizing them as its most valuable asset. It is committed to creating a positive, engaging, and inclusive work environment that enables individuals to thrive and contribute meaningfully to organizational goals. A strong focus is placed on continuous learning and capability building, with targeted investments in upskilling employees on emerging technologies, including Artificial Intelligence (AI) and other digital advancements. The Company continues to strengthen its strategic focus on AI as a key driver of innovation, operational excellence, and sustainable business growth. The Companys strategic focus on AI has created cutting-edge opportunities for employees to work with advanced technologies and participate in innovative, future-focused initiatives. Organizations investment in AI-driven learning and development initiatives enables employees to build future-ready skills and stay competitive and relevant in an evolving digital environment.

As of March 31, 2026, the Company had 9,155 employees (March 31, 2025 - 8,887) including employees of the subsidiaries.

Prohibition of Sexual Harassment at Workplace

The Company has policies prohibiting any kind of harassment, including sexual harassment, or discrimination. Employee safety, health and open culture is of paramount importance and the Company is committed to providing a safe and respectful work environment that is free from harassment or discrimination irrespective of background of the employees. 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 ("POSH Act"). Frequent communication of this policy is done through various programs. The Company has setup Internal Complaints Committee at every location where it operates in India as per the regulations to redress and resolve any complaints arising under the POSH Act.

The following is a summary of the status of sexual harassment Complaint(s) received and disposed of under the POSH Act and the rules made thereunder:

Particulars	No. of Cases
Number of complaint(s) received during the financial year 2025-26	2
Number of complaint(s) disposed of during the financial year 2025-26	1
Number of cases pending for more than 90 Days	0
Number of cases pending as on March 31, 2026	1

Compliance with Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder for the financial year 2025-26. The Company provides maternity benefits to the eligible women employees in accordance with the applicable laws.

Corporate social responsibility

The Company has constituted a 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 Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the CSR activities for the financial year ended March 31, 2026 is annexed as Annexure 3 to this report.

Internal financial controls and its adequacy

The Board has implemented adequate policies and procedures within its Internal Financial Controls framework, tailored to the Companys 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, its compliance with the 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, 2026, 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.

Reporting of frauds by auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed in 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 are 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

During the year under review, there are no significant and material orders passed by the going concern status and the Companys operations in future.

Other disclosures

Issue of equity shares with differential rights as to dividend, voting or otherwise, sweat equity shares and buyback of shares	Not applicable
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
The details of instance of one time settlement with any Banks or Financial Institutions	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 information 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 adopt, modernize and responsibly deploy newer technologies with a view to improving operational efficiency, strengthening resilience, enhancing employee productivity, conserving energy and supporting an environmentally friendly operating ecosystem. The key initiatives taken by the Company are summarized below: AI enablement for employees: The Company has launched several programs to upskill employees in AI technologies and usage. The Companys AI enablement approach is supported by guardrails which permit use of only approved AI tools, and governance around AI outputs. Guidance is provided for employees on policies covering acceptable use, development and use of AI in Oracle products and services, pre-approved internal use of AI, and AI reviews for applicable customer-facing or public-facing AI capabilities.

Network: The Company continues to invest in upgrading and modernizing its network infrastructure to improve availability, capacity, security and collaboration across locations. Network infrastructure and associated tooling continue to be aligned with next-generation cloud platforms, with operational processes being streamlined across enterprise applications and cloud environments. The Company also strengthens controls around privacy of data as per local and global regulations. Cloud deployment: The Company continues to operate and modernize infrastructure on next-generation cloud platforms. Corporate applications and enterprise workloads are hosted on Oracles cloud infrastructure, enabling greater scalability, flexibility and standardization. This approach helps optimize infrastructure costs, reduce dependency on physical infrastructure, improve availability of compute resources, and lower power requirements across global operations. Cloud-based deployment also helps Company in its green goals. Virtual presence and collaboration: The Company continues to invest in secure digital workplace capabilities that support hybrid and virtual ways of working. Collaboration platforms, conferencing solutions and digital productivity tools enable employees to communicate and work effectively across geographies, reducing the need for travel and improving responsiveness. Conference room facilities and collaboration environments continue to be standardized and enhanced to support seamless participation from Company locations and remote workplaces. These initiatives provide employees with a secure, efficient and environment-friendly working environment. Collectively, these technology absorption initiatives support secure, scalable and resilient operations, improve employee productivity, reduce reliance on physical infrastructure and travel, and contribute to a more efficient and environmentally responsible operating model.

Foreign exchange earnings and outgo:

	(Amounts in million)
Foreign exchange earnings	54,241
Foreign exchange outgo (including capital goods and other expenditure)	4,057

Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans: The 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 the Company.

Prospects

ArtificialIntelligence has emerged as a key force in the Banking and Financial Services industry, enabling financial institutions to unlock insights from data, automate complex processes, personalize customer engagement, and improve speed, resilience, and efficiency. The industry continues to transform rapidly driven by evolving customer expectations, cloud adoption, real-time digital services, regulatory scrutiny, cybersecurity risks, and increasing competition from fintechs and non-banking players. To succeed in this environment, banks need flexible, secure, and scalable platforms that support progressive adoption while maintaining strong governance, compliance, and operational control. The Company is well positioned to support this shift through cloud-native, composable platforms, designed for easy integration, rapid data migrations, and delivering transformative itsAI-first, value while maintaining strong governance, risk and compliance.

Statement on compliance of applicable Secretarial Standards

The Company complies with all applicable 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.

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
Jane Murphy	4
Kavita Venugopal	2
Mrugank Paranjape	3
Executive Director
Makarand Padalkar	9

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

Name and Title	Percentage increase / (decrease) of remuneration in FY 2026 as compared to FY 2025
Non-Executive, Independent Directors
Jane Murphy	64%
Kavita Venugopal*	Not Applicable
Mrugank Paranjape	30%
Managing Director and Chief Executive Officer
Makarand Padalkar	0%
Chief Financial Officer
Avadhut Ketkar	2%
Company Secretary and Compliance Officer
Onkarnath Banerjee	0%

_*_Was_a_Director_only_for_a_part_of_the_financial_year_2024-25.

ii. The percentage increase in the median remuneration of employees in financial year 2026, as compared to financial year 2025:

3%. iii. The number of permanent employees on the rolls of the Company:

8,347 as on March 31, 2026. iv. 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 2025-26, the average remuneration of employees other than the key managerial personnel increased by 4% over the previous year. During the same period, average remuneration of the key managerial personnel increased by 1%. v. 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 place on record their sincere appreciation for the continued support and co-operation received during the year by the Company from its stakeholders, customers, members, vendors, bankers, stock exchanges, regulatory authorities and all other stakeholders. 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 would also like to acknowledge the excellent contributions made by the employees of the Company through their dedication, hard work and commitment, which has enabled the Company to remain an industry leader. The Directors look forward to the long-term future with confidence.

For and on behalf of the Board

Jane Murphy

Chairperson

DIN: 08336710

June 10, 2026