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 Company's 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 Company's 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 Management's
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
Company's 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 Oracle's 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 arm's 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.
Management's discussion and analysis report
The Management's 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 Management's
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
People's 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 Company's
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 Company's 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 Company's 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 Oracle's 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 Company's 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 Company's website at https://investor.ofss.oracle.com.
The details of the Company's 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 Company's 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
Company's strategic focus on AI has created cutting-edge opportunities for employees
to work with advanced technologies and participate in innovative, future-focused
initiatives. Organization's 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 Company's size, scale and
complexity of the Company's 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 Company's 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 Oracle's 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 Company's 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 Oracle's 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 |