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Oracle Financial Services Software Ltd.

BSE: 532466 Sector: IT
NSE: OFSS ISIN Code: INE881D01027
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VOLUME 2279
52-Week high 5144.60
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P/E 14.55
Mkt Cap.(Rs cr) 25,767
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OPEN 2945.05
CLOSE 2948.70
VOLUME 2279
52-Week high 5144.60
52-Week low 2922.00
P/E 14.55
Mkt Cap.(Rs cr) 25,767
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oracle Financial Services Software Ltd. (OFSS) - Director Report

Company director report

Financial year 2021-22

Dear Members

The Directors present their report on the business and operations ofyour Company along with the Annual Report and audited financial statements of the Companyfor the financial year 2021-22.

Financial highlights

As per Consolidated financial statements:

(Amounts in million)

Particulars Year ended March 31 2022 Year ended March 312021
Revenue from operations 52214.55 49839.37
Finance income 901.85 1138.65
Other income net 441.57 181.01
Total income 53557.97 51159.03
Depreciation and amortization (927.99) (1041.11)
Profit before tax 25282.77 24773.32
Tax expenses (6394.51) (7154.77)
Profit for the year 18888.26 17618.55
Other comprehensive income for the year (35.69) 50.58
Total comprehensive income for the year 18852.57 17669.13

As per Unconsolidated financial statements:

(Amounts in million)

Particulars Year ended March 31 2022 Year ended March 312021
Revenue from operations 38961.33 36452.12
Finance income 839.39 1071.12
Other income net 220.07 93.69
Dividend from subsidiary company 1500.66 -
Total income 41521.45 37616.93
Depreciation and amortization (679.81) (802.03)
Profit before tax 23761.51 21878.81
Tax expenses (5649.42) (5485.96)
Profit for the year 18112.09 16392.85
Other comprehensive income for the year (83.95) (29.82)
Total comprehensive income for the year 18028.14 16363.03

Performance

On a consolidated basis your Company's revenue stood at Rs 52214.55million this year up 5% compared to Rs 49839.37 million of the previous financial year.The net income for the current financial year was Rs 18888.26 million an increase oRs 7%compared to Rs 17618.55 million of the previous year. On an unconsolidated basis yourCompany's revenue stood at Rs 38961.33 million during the current financial yearincrease oRs 7% compared to Rs 36452.12 million of the previous year. The net income forthe current financial year was Rs 18112.09 million an increase oRs 10% compared to Rs16392.85 million of the previous year. Previous years' figures have been re-arranged /re-classified wherever necessary as per the applicable regulations.

A detailed analysis of the financials is given in the Management'sdiscussion and analysis report that forms part of this Annual Report.

Dividend

The Company declared an interim dividend of Rs 190 per equity share ofRs 5 each on May 4 2022 for the financial year ended March 31 2022. The Board ofDirectors has not recommended any additional final dividend for the financial year2021-22.

Transfer to reserves

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

Particulars of loans guarantees or investments

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

Share capital

During the financial year 2021-22 the Company allotted 184232 equityshares of face value of Rs 5 each to its eligible employees and Directors who exercisedtheir stock options under the prevailing Employee Stock Option Schemes of the Company. Asa result the paid-up equity share capital of the Company as on March 31 2022 was Rs431232325 divided into 86246465 equity shares of face value of Rs 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 2022 is available on theCompany's website at: www.oracle.com/financialservices.

Directors and key managerial personnel

Mr. Makarand Padalkar and Mr. Yong Meng Kau Directors of the Companyretire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. Brief resumes of the Directors proposed to be re-appointedthe nature of their expertise and the names of companies in which they hold directorshipsand Chairpersonships / Memberships of Board Committees etc. are provided in the Notice toMembers forming part of this Annual Report. The Directors seeking re-appointment are notdebarred from holding the office of Director pursuant to any Securities and Exchange Boardof India (SEBI) order. The Board recommends to the Members the resolutions forre-appointment of Mr. Makarand Padalkar and Mr. Yong Meng Kau as Directors of the Companyliable to retire by rotation. Resolutions seeking Members' approval for theirre-appointment forms part of the Notice.

All the Independent Directors of the Company have given declarationunder Section 149(6) of the Act and regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations")confirming that they meet the criteria of independence and that they have complied withSchedule IV of the Act and the Company's Code of Conduct.

Mr. Chaitanya Kamat Chief Executive Officer of the Company wasre-appointed as the Managing Director and Chief Executive Officer of the Company at theAnnual General Meeting held on August 4 2021 for a term of five consecutive years fromOctober 25 2021 to October 24 2026.

During the year there were no changes to the Key Managerial Personnel.

Number of meetings of the Board

Six meetings of the Board were held during the financial year 2021-22.For details of meetings of the Board please refer to the Corporate Governance Reportwhich is a part of this Annual Report.

Board Committees

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

Board policies

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

Particulars Details Website link for policy / details
Code of ethics and business conduct policy This code defines and implements Oracle ethical business values and sets forth key rules and employee responsibilities. It also provides a context to handle any questions issues or concerns. 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) with respect to its securities which is likely to affect price of the securities. 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 program of the Company and covers details of CSR activities that it can undertake and how to implement monitor and report on these activities. 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
Particulars Details Website link for policy / details
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 material subsidiaries and describes related actions to be taken by the Company with significant transactions with them. https://www.oracle.com/a/ocom/docs/ industries/financial-services/policy- determining-material.pdf
Record archival policy The policy provides the framework for archival of the communication made to 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 thefinancial year 2021-22 were at an arm's length basis and in the ordinary course ofbusiness. Form AOC-2 providing the details of related party transactions of the Company isannexed as Annexure 1 to this report.

Risk management

The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company andensuring its effectiveness. The Audit Committee has additional oversight in the area offinancial risks and controls. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. Thedevelopment and implementation of risk management policy has been covered in theManagement's Discussion and Analysis Report that forms part of this Annual Report.

Board evaluation

In accordance with the requirements of the Section 178 of the Act andRegulation 17(10) of the Listing Regulations the Chairperson of the Nomination andRemuneration Committee conducts the Board evaluation. The performance of the Board and itsCommittees was evaluated by seeking inputs from all the directors on the basis of variouscriteria such as its composition and structure effectiveness of processes / meetingsinformation sharing and functioning etc. The Board evaluation report for financial year2021-22 was adopted at the Board Meeting held on May 4 2022.

Subsidiaries

Your Company has subsidiaries in Greece India Chile ChinaMauritius Singapore the Netherlands and the United States of America. The Company doesnot have any associate or joint venture Companies within the meaning of Section 2(6) ofthe Act. Pursuant to provisions of Section 129(3) of the Act a statement containingsalient features of the financial statements of the Company's subsidiaries in Form AOC-1is attached to the financial statements of the Company.

During the year the Company completed the acquisition of its Indianstep down subsidiary Oracle (OFSS) BPO Services Limited. Now it is a wholly owned directsubsidiary of the Company.

Pursuant to the provisions of Section 136 of the Act the standaloneand consolidated financial statements of the Company and separate annual accounts of itssubsidiaries are available on the website of the Company atwww.oracle.com/financialservices.

Research and development

Your Company continuously makes significant investments in research anddevelopment (R&D) to offer solutions that the global banking industry needs today andwill need tomorrow. Your Company's dedicated in-house R&D centers have produced anumber of information technology products that are used by banks in more than 150countries around the world for running their critical operations. The investment yourCompany makes in building applications coupled with access to Oracle's technologyprovides a unique competitive edge to its offerings.

Deposits

During the financial year 2021-22 the Company has not accepted anydeposits within the meaning of Sections 73 and 76 of the Act and as such no amount ofprincipal 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 allthe corporate governance regulations and related requirements as envisaged underRegulation 27 of the Listing Regulations. A separate report on Corporate Governance alongwith a certificate from Mr. Prashant Diwan Practicing Company Secretary with regard tocompliance of conditions of Corporate Governance as stipulated in Regulation 34(3) of theListing Regulations forms part of this Annual Report. A certificate from Mr. PrashantDiwan Practicing Company Secretary has also been received stating that none of theDirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as Directors of the Company by the SEBI Ministry of CorporateAffairs (MCA) or any such statutory authority.

Statutory Auditors' report

There are no qualifications reservations adverse remarks ordisclaimers in the Statutory Auditors' report.

Secretarial audit report

In terms of Section 204 of the Act and the Rules made thereunder theBoard has appointed Mr. Prashant Diwan Practicing Company Secretary as SecretarialAuditor of the Company for the financial year 2021-22. The Secretarial Audit report isannexed as Annexure 2 to this report. The Secretarial Audit report does not contain anyqualifications reservations or adverse remarks.

Business responsibility report

Business Responsibility Report pursuant to Regulation 34 of the ListingRegulations for the financial year 2021-22 that forms part of this Annual Report has beenhosted on the website of the Company at www.oracle.com/financialservices.

Employee Stock Option Plan (ESOP)

The Members of the Company at their Annual General Meeting held onAugust 14 2001 had approved grants of ESOPs to the employees / directors of the Companyand its subsidiaries up to 7.5% of the issued and paid-up capital of the Company from timeto time. This said limit was enhanced and approved up to 12.5% of the issued and paid-upcapital of the Company by the Members at their Annual General Meeting held on August 182011. This 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 theCompany in future.

Pursuant to ESOP Schemes approved by the Members of the Company theBoard of directors have approved the 2002 Employees Stock Option Plan ("Scheme2002") Employees Stock Option Plan 2010 Scheme ("Scheme 2010") EmployeesStock Option Plan 2011 Scheme ("Scheme 2011") and Oracle Financial ServicesSoftware Limited Stock Plan 2014 ("OFSS Stock Plan 2014"). The details of theCompany's ESOP schemes are disclosed in note 29 (b) in the notes to accounts of theunconsolidated financials of the Company that forms part of this Annual Report.

The details of the options / OSUs granted under the Scheme 2002 Scheme2010 Scheme 2011 and OFSS Stock Plan 2014 to eligible employees / directors of theCompany from time to time till March 312022 are given below:

Particulars Scheme 2002 Scheme 2010 Scheme 2011 OFSS Stock Plan 2014 OFSS Stock Plan 2014 Total
(Stock Options) (OSUs) Rs 5
Pricing Formula At the market price as on the date of grant
Variation of terms of grant None None None None None
Granted 5167920 638000 1950500 178245 1183643 9118308
Lapsed and forfeited (620725) (304362) (509506) (50069) (118581) (1603243)
Exercised (4547195) (333638) (1226886) (15486) (558166) (6681371)
Total number of options in force as on March 31 2022 214108 112690 506896 833694

The details of OSUs granted to Directors and Senior ManagerialPersonnel under OFSS Stock Plan 2014 during the financial year ended March 312022 are asfollows:

Name Designation Number of OSUs*
Mr. Chaitanya Kamat Managing Director & Chief Executive Officer 25000
Mr. Makarand Padalkar Whole-time Director & Chief Financial Officer 14000
Mr. Arvind Gulhati Business Planning VP-Ops 4200
Mr. Avadhut Ketkar Chief Accounting Officer 2300
Ms. Bindu Venkatesh Vice President - Human Resources & Training 2475
Mr. Goutam Chatterjee Consulting VP - Quality & Testing 350
Mr. Karthick Prasad Vice President Software Development 2500
Ms. Laura Balachandran Business Planning VP-Ops 200
Mr. Mahesh Rao Consulting RVP 1400
Mr. Onkarnath Banerjee Company Secretary and Compliance Officer 2500
Mr. Rajaram Vadapandeshwara Software Development VP 750
Mr. Sanjay Bajaj VP - OFSAA Development Operations 450
Name Designation Number of OSUs*
Mr. Sanjay Ghosh Consulting RVP 550
Mr. Sanjib Chakraborty Group VP Oracle Health Insurance Consulting 1200
Mr. Surendra Shukla Product Support VP 1400
Mr. Tushar Chitra VP - Product Strategy & Marketing 1500
Mr. Vikram Gupta GVP Banking Development 10000
Mr. Vinayak Hampihallikar Consulting RVP 3500
Mr. Vivek Jalan Vice President Real Estate and Facilities 350

*Grant rate per OSU is Rs 5/-

(a) Any other employee who receives grant in any one year of option /OSUs amounting to 5% or more of options / OSUs granted during the year - Nil

(b) Identified employees who were granted options / OSUs during anyone year equal to or exceeding 1% of the issued capital (excluding outstanding warrantsand conversions) of the Company at the time of grant - Nil

(c) Diluted Earnings Per Share (EPS) pursuant to the issue of shares onexercise of option calculated in accordance with Indian Accounting Standard (IND AS) 33‘Earnings Per Share' issued by the Institute of Chartered Accountants of India - Rs209.08

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

All the above mentioned Schemes of the Company are in compliance withSEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 applicable fromtime to time. Applicable disclosures relating to Employees Stock Option Schemes pursuantto SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 are placed onthe website of the Company at www.oracle.com/financialservices.

The compensation cost arising on account of options and OSUs iscalculated using the fair value method. The reported profit is after considering the costof employee stock compensation of Rs 496.91 million using fair value method on options /OSUs.

The weighted average share price for the year over which options / OSUswere exercised was Rs 4111. Money realized by exercise of options / OSUs during thefinancial year 2021-22 was Rs 257.72 million and 184232 fresh equity shares were allottedas a result of exercise of options. The Company has recovered perquisite tax on theoptions / OSUs exercised by the employees during the year. The weighted average fair valueof OSUs granted during the year was Rs 4309 calculated as per the Black Scholes valuationmodel with details of features incorporated as stated in 29 (b) in the notes to accountsof the unconsolidated financials.

Transfer of equity shares and unpaid / unclaimed dividend to IEPF

Pursuant to applicable provisions of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 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 hadremained unpaid / unclaimed for a period of seven (7) consecutive years within thetimelines prescribed under the Act. Unpaid / unclaimed dividend for seven (7) years ormore has also been transferred to the IEPF.

Human resources

Human Resources are key assets of your Company and your Company investscontinuously in imparting latest technology skills together with a range of soft skills tohelp them excel in their roles. Your Company has a strong performance management systemtogether with a formal talent management processes to nurture employee careers groomfuture leaders and create a high-performance workforce.

Your Company's total employees as at March 31 2022 were 7884 (March31 2021 - 7977) including employees of subsidiaries. The Company is committed to providea healthy environment to all its employees and thus does not tolerate any discriminationand / or harassment in any form. The Company has in place a Prevention of SexualHarassment (POSH) policy in line with the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. Frequent communication ofthis policy is done through various programs and at regular intervals. The Company hassetup Internal Complaints Committees (ICC) both at the registered office and at everylocation where it operates in India which have men and women committee members as per theregulations are chaired by senior woman employees and have external women representation.

The details of complaints pertaining to sexual harassment that werefiled disposed of and pending during the financial year are provided in the CorporateGovernance 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 pertaining tocomposition of the CSR Committee is provided in the Corporate Governance Report which is apart of this Annual Report.

Pursuant to Rule 8 of the Companies (Corporate Social Responsibility)Rules 2014 the annual report on the Corporate Social Responsibility activities for thefinancial year ended March 31 2022 is annexed as Annexure 3 to this report.

Internal financial controls

The Board has adopted adequate policies and procedures in terms ofInternal Financial Controls commensurate with the size scale and complexity of theCompany's operations. Such policies and procedures ensure orderly and efficient conduct ofbusiness adherence to the Company's policies safeguarding of its assets prevention anddetection of frauds and errors accuracy and completeness of the accounting records andtimely preparation of reliable financial information.

The Internal Audit team monitors and evaluates the efficacy andadequacy of internal control system commensurate with the size of the business operationsof the Company its compliance with risk management system accounting procedures andpolicies at all locations of the Company and its subsidiaries. The Internal Audit teamreports to the Audit Committee.

Directors' responsibility statement

As required under Section 134(5) of the Act for the financial yearended on March 312022 the Directors hereby confirm that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the directors had prepared the annual accounts on a going concernbasis;

e. the directors had laid down internal financial controls followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Auditors

M/s. Mukund M. Chitale & Co. Chartered Accountants (ICAI FirmRegistration No. 106655W) were appointed as the Statutory Auditors of the Company by theMembers at their 28th Annual General Meeting held on September 20 2017 to holdoffice till the conclusion of the ensuing 33rd Annual General Meeting to beheld in the year 2022.

Pursuant to Section 139 of the Companies Act 2013 ("theAct") and the rules made thereunder the Board of Directors of the Company onrecommendation of the Audit Committee has proposed the appointment of M/s. S R Batliboi& Associates LLP Chartered Accountants (ICAI Firm Registration No. 101049W) as theStatutory Auditors of the Company to hold office from the conclusion of the ensuing 33rdAnnual General Meeting to be held in the year 2022 till the conclusion of the 38thAnnual General Meeting to be held in the year 2027 subject to the approval of the Membersof the Company. The Company has received from M/s. S R Batliboi & Associates LLP awritten consent that they satisfy the criteria provided under Section 141 of the Act andthat the appointment if made shall be in accordance with the applicable provisions ofthe Act and rules framed thereunder. Accordingly a resolution proposing the appointmentof M/s. S R Batliboi & Associates LLP as Statutory Auditors of the Company for a termof five consecutive years forms part of the Notice convening the 33rd AnnualGeneral Meeting. The Board recommends to the Members the resolution for appointment ofM/s. S R Batliboi & Associates LLP as the Statutory Auditors of the Company.

Reporting of frauds by Auditors

During the year under review neither the Statutory Auditors nor theSecretarial Auditor has reported to the Audit Committee under Section 143(12) of the Actany 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 prescribedunder the provisions of Section 148(1) of the Act are not applicable for the businessactivities carried out by the Company.

Material changes and commitments

There have been no material changes and commitments which affect thefinancial position of the Company which have occurred between the end of the financialyear 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 regulatorsor courts or tribunals impacting the going concern status and the Company's operations infuture.

Other Disclosures

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

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

Conservation of energy technology absorption and foreign exchangeearnings and outgo

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

Conservation of energy

The Company strives to conserve energy and use energy efficientcomputers and illumination systems. The Company also deploys sophisticated officeautomation and management equipment which optimizes energy consumption. The Companycontinued to support Oracle's global sustainability goal of reducing waste to landfill andconversing energy.

Technology absorption

The Company regularly strives to utilize newer technologies with a viewto conserve the energy and create an environmentally friendly work environment. Theinitiatives taken by the Company are summarized below:

Network: The Company continues to invest in upgrading and modernizingits networks thereby increase uptime of the network infrastructure increase capacity andenable greater collaboration. Network infrastructure is being migrated to the nextgeneration cloud platform and network tooling; processes are being made seamless betweenthe applications and the cloud platforms thereby enabling unified operational processwhile securing the network infrastructure to provide a secure remote computingenvironment for our employees and customers.

Cloud deployment and migration: The Company is working towardsmigrating infrastructure to the next generation cloud platform. All corporate applicationswill be hosted on the Oracle next generation cloud. This move significantly reducesinfrastructure costs as well as reduces space and power utilization across the globe.

Datacenter: Datacenter consolidation the next logical consequence ofcloud migration is also in progress keeping in mind the reducing need for physicaldatacenters and increasing demand for flexible infrastructure utilization. Variousautomation initiatives on compute operations and application support have been crucial inreducing human effort for routine activities.

Business Resiliency: The Company has successfully implemented disasterrecovery initiatives for critical infrastructure services. This has been adequately testedduring this pandemic crisis minor deficiencies were mitigated and the plan has been mademore efficient and effective.

Virtual presence: The Company has made significant investments inproviding a near virtual working environment for its employees through multiplecollaboration tools. Multifunctional and multiple methods of collaboration acrossgeographies have enhanced business operations. This facilitates communication across theglobe minimizing travel increasing efficiencies from a support perspective by makingself-service operations easier and effective. Conference room facilities have beenenhanced and standardized across the globe to ensure smooth and seamless operations fromany Oracle location.

All these initiatives provide a more secure and efficient operatingenvironment to the employees with utilization of innovative technology.

Foreign exchange earnings and outgo:

(Amounts in million)

Foreign exchange earnings 36952.73
Foreign exchange outgo (including capital goods and other expenditure) 1946.83

Activities relating to exports; initiatives taken to increase exports;development of new export markets for products and services; and export plans: YourCompany has established an extensive global presence across leading markets through itssales and marketing network. The Company will continue to focus on tapping variouspotential markets available globally. Experienced sales and marketing specialists focus onbuilding strong international business presence to develop new export markets for yourCompany.

Prospects

The financial services industry has over the past few years shiftedfrom monolithic end-to-end solutions to component solutions. The industry landscapechanged on account of the pandemic with more and more banks and financial institutionsrelying on SaaS providers for business-critical applications. With the technologydisruptions evolving regulations and transformation of global business the BFSI sectorhas now started adopting cloud and digital transformation enabled by advances intechnology. More and more organizations are now adopting Artificial Intelligence (AI)Machine Learning (ML) Blockchain and Digital Assistants (Chatbots). Cloud and AI areassisting banks in making faster and more informed decisions for their clients by allowingthem to do a rapid risk analysis.

Your Company possesses a unique combination of the expertise gainedthrough years of experience and the agility developed through a consistent focus ondisruptive innovations. We offer end-to-end comprehensive solutions for banking financialcrime and compliance and risk management as well as offerings based on a componentizedarchitecture facilitating continuous progressive modernization. To ensure minimaldisruption to the customers we follow a bottom-up domain-driven design approach and amicroservices architecture.

The last few years have witnessed the emergence of a variety ofnon-traditional competitors who operate in niche areas. Our products easily integrate withthese through our API-driven integrations.

Your Company has always focused on innovations that deliver tangiblebusiness outcomes. Leveraging our capabilities in AI / ML predictive analyticsblockchain IoT NLP and leveraging the most modern microservices architecture we are nowenabling faster credit decisioning reduced false positives usage-based lease pricingreal-time cross-border payments intelligent next best offers etc.

As the market are slowly evolving to a software-as-a-service modelyour Company has adapted its offerings so that they are now built for SaaS but can also beoffered on-premise depending upon the customers' choice. A large portion of your Company'sbanking product portfolio is now available as a cloud service as are the offerings forinsurance risk and finance and financial crime and compliance management. In the comingyears the entire range of products will be available on the cloud as the BFSI sectorwill move towards the Software-as-a-Service model.

Statement on compliance of applicable Secretarial Standards

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

Employee particulars

The information required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 is given below:

For statistically relevant computation of median value of employeeremuneration employees who have served the entire 12 months in the corresponding fiscalyear were considered. The expression "median" means the numerical valueseparating the higher half of a population from the lower half and the median of a finitelist of numbers is found by arranging all the observations from lowest value to highestvalue and picking the middle one; and if there is an even number of observations themedian is the average of the two middle values. The remuneration used for the analysis inthis section includes the details of employees and only of those Directors to whom theremuneration has been paid by the Company and excludes remuneration of the employees ofoverseas branches subsidiaries and the (perquisite) value of the difference between thefair market value and the exercise price on the date of exercise of options to make thecomparisons relevant.

i. Ratio of the remuneration of each director to the medianremuneration 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 fairmarket value and the exercise price on the date of exercise of options.

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

Name and Title Percentage increase / (decrease) of remuneration in FY 2022 as compared to FY 2021
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 Nil
Whole-time Director and Chief Financial Officer#
Mr. Makarand Padalkar 20
Company Secretary and Compliance Officer#
Mr. Onkarnath Banerjee 7

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

iii. The percentage increase in the Median Remuneration of Employees infiscal 2022 as compared to fiscal 2021: 22%

iv. The number of permanent employees on the rolls of the Company 6805as on March 31 2022.

v. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

During the financial year 2021-22 the average remuneration ofemployees other than the key managerial personnel increased by 19% over the previous year.During the same period average remuneration of the key managerial personnel increased by4%.

vi. Affirmation that the remuneration is as per the remuneration policyof the Company:

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

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

Acknowledgements

The Directors gratefully acknowledge the continued support received bythe Company from its stakeholders customers members vendors bankers and regulatoryauthorities during the year. The Directors also wish to thank the Government of India andthe State Governments in the jurisdictions it operates and their various agencies anddepartments. The Directors place on record their appreciation for the excellentcontributions made by the employees of the Company through their commitment co-operationand diligence.

For and on behalf of the Board
S Venkatachalam
Chairperson
DIN: 00257819
June 15 2022

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