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    Oracle Financial Services Software Limited Annual Report 2019−20


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    Letter to Shareholders On behalf of the Board of Directors, I am pleased to report that for the financial year ended March 31, 2020, your Company posted consolidated revenue of ₹ 48.6 billion. Consolidated net profit for the current financial year grew 6% over the previous financial year to reach ₹ 14.6 billion. Our growth streak continued with strong deal momentum around the world with wins across our platform with new and existing customers. The customers included top banks in US, Japan, Australia, Europe, APAC and Africa. A leading Japanese bank licensed Flexcube. A regional bank in Africa signed a multi country enterprise deal. LAPO Microfinance Bank, Nigeria’s largest microfinance bank with four million customers, is implementing FLEXCUBE as well as Oracle Banking Digital Experience, Oracle Banking Payments and Oracle Financial Services Analytical Applications. Central Bank of Libya in Tripoli, which includes four of Libya’s public sector banks, is also upgrading its current FLEXCUBE solution. Multiple banks including Al Nile Bank, Balad Bank in Sudan, as well as Libya’s Alyaqeen and Andalus Banks, chose Oracle Banking Digital Experience alongside FLEXCUBE to enhance their operations. Other wins for the year include, My Bucks Banking Corporation, a new banking entity in Malawi, has invested in the latest banking technology by signing a deal for Oracle FLEXCUBE Universal Banking and Oracle Banking Digital Experience. Westlake Financial Services, a Southern California based finance company has extended its relationship by signing a deal for Oracle Financial Services Lending and Leasing for servicing and collection of loans. A leading Canadian bank has extended its relationship with Oracle by signing a deal for Oracle Financial Services Analytical Applications. A top Australian bank has extended its relationship with Oracle by signing a deal for Oracle Banking Platform. Through the financial year, we continued to strengthen our solutions portfolio to help financial institutions in their transformation initiatives. We introduced Oracle Banking Enterprise Originations, localized and compliant for UK banks and building societies. We announced the availability of Oracle Financial Services Anti Money Laundering (AML) Express Edition. Targeted at small and mid-sized banks, the solution is available at a lowered total cost of ownership without compromising core functional capabilities. This is an engineering breakthrough that your Company has made possible with the use of modern cloud-compatible architectures. We launched Oracle Banking Supply Chain Finance, a comprehensive digitized end-to-end solution that supports the full lifecycle of supply chain finance across receivables and payables offering supplier centric and buyer centric financing. The Company has been at the forefront of innovation to ensure our customers stay ahead in today’s shifting business landscape. We introduced machine learning frameworks, included Chatbots and built Internet of Things (IoT) capabilities into several products. We also received a patent for our “Computerized Transaction Management Module for Blockchain Networks” that allows Oracle FLEXCUBE customers to instantly utilize the power of Blockchain. The Financial Crime and Compliance Management and Anti-Money Laundering portfolio was enhanced with new capabilities and solutions, leveraging machine learning for analytical capabilities, Robotic Process Automation (RPA) for workflows, and graphic analytics for the visualization of networks. These offerings are setting a new industry standard and turning compliance into a competitive advantage for banks. Forging a path towards better banking, our products and services continued to win us and our customers several accolades and industry recognition. Oracle FLEXCUBE has been recognized as a ‘Leader’ in the Gartner Magic Quadrant for Global Retail Core Banking, 2019. Oracle Asset Liability Management won ‘Product of the Year’ at Asia Risk Technology Awards 2019. The Company remained among the top three vendors in Chartis RiskTech100, 2020 for the fifth consecutive year, while retaining awards in two categories: core technology, data integrity and control. Arbuthnot Latham, a FLEXCUBE customer in the UK, has won the title “Bank of the Year – 2019” in the City A.M. awards beating digital challengers and some of the bigger UK high street banks. Westpac, one of our key customers in Australia, running Oracle Banking Platform, took the coveted iTnews benchmark award in finance for its work on the single view of the customer. As we closed the year, we faced the unprecedented disruption due to global COVID-19 pandemic. The Company proactively switched to work from home to keep employees safe and avoid exposure. This was the time when our customers had joined the battle with the local government in respective countries and needed our support. Our sales and services have increasingly taken on a digital format, while our robust infrastructure, business continuity programs and most importantly our people have ensured that we deliver our customer commitments with minimal disruptions. With processes that support the delivery of products, services, and software from anywhere, anytime, your Company has helped customers alleviate the negative impact of the pandemic. We have many heartening stories and accolades from our customers. While the uncertainty due to COVID-19 continues, our value proposition remains very relevant and even more so as the economic recovery begins. On behalf of the Board of Directors and Management of Oracle Financial Services Software, I would like to thank you for your support through this financial year. I look forward to your continued patronage as we chart a new path towards fulfilling our mission of providing world class solutions for the financial services industry. Regards, S Venkatachalam Chairperson Oracle Financial Services Software Limited 1


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    This page has been intentionally left blank. Oracle Financial Services Software – Annual Report 2019-20


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    Contents Ten year history 4 Corporate information 5 Directors’ report 8 Corporate governance report 36 Management’s discussion and analysis 51 Consolidated financials 65 Unconsolidated financials 141 Notice of annual general meeting 207 Annual General Meeting Day and Date : Tuesday, August 18, 2020 Time : 5.00 p.m. Mode : Video Conference / Other Audio Visual Means 3


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    Ten year history Operating revenue Operating income 55,000 22,000 20,909 20,749 49,589 50,000 48,613 20,000 44,265 45,275 45,000 18,000 17,498 41,312 39,049 16,006 40,000 37,413 16,000 14,827 15,368 34,740 in ₹ million in ₹ million 35,000 14,000 13,277 31,467 29,969 30,000 12,000 10,812 11,537 10,645 25,000 10,000 20,000 8,000 15,000 6,000 10,000 4,000 5,000 2,000 0 0 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 Net income Earnings per share 16,000 180 14,622 170.3 13,859 158.3 161.4 14,000 13,593 160 12,370 138.8 144.0 11,923 11,854 140 138.0 12,000 129.4 11,110 10,751 125.2 122.1 10,489 in ₹ million 120 10,000 105.9 9,093 100 in ₹ 8,000 80 6,000 60 4,000 40 2,000 20 0 0 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 Earnings per share is computed on the equity capital base of 85,879,298 shares as on March 31, 2020. Customers serviced ... in countries 1,500 160 1,401 1,400 1,362 155 155 154 1,318 152 Number of customers 1,300 1,289 1,247 150 148 1,195 147 Country base 1,200 145 1,132 145 1,100 1,084 142 141 141 1,028 140 139 1,000 971 135 900 800 130 700 125 600 120 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 Note: Amounts for financial year 2010-11 to 2014-15 are as per Consolidated Indian GAAP and for financial year 2015-16 to 2019-20 are as per Consolidated Ind AS. Oracle Financial Services Software – Annual Report 2019-20


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    Corporate information Oracle Financial Services Software Limited Board of directors S Venkatachalam, Chairperson Chaitanya Kamat, Managing Director and Chief Executive Officer Harinderjit Singh Jane Murphy Kimberly Woolley Makarand Padalkar, Whole-time Director and Chief Financial Officer Richard Jackson Sridhar Srinivasan Vincent Secondo Grelli Yong Meng Kau Company secretary and Bankers Compliance officer Barclays Bank PLC HSBC Bank Onkarnath Banerjee Canara Bank J P Morgan Chase Citibank, N.A. Kotak Mahindra Bank Ltd. Chief accounting officer Deutsche Bank AG Yes Bank Ltd. HDFC Bank Ltd. Avadhut (Vinay) Ketkar Legal counsel Management team Mohamed Yacob Arvind Gulhati Rajaram N Vadapandeshwara Registered office Bindu Venkatesh Rajendra Potdar Oracle Financial Services Software Edwin Niranjan Moses Ravikumar V Limited George Thomas S Bhargava Oracle Park Off Western Express Highway Goutam Chatterjee Sanjay Bajaj Goregaon (East) Mumbai 400063, Maharashtra, India Gregory Chapple Sanjay Kumar Ghosh CIN: L72200MH1989PLC053666 H S Teji Surendra Shukla Karthick R Prasad Tushar Chitra Registrar & Transfer Agents Laura Balachandran Umesh Arora Link Intime India Private Limited C 101, 247 Park Mahesh Kandavar Rao Venkatesh Srinivasan L B S Marg, Vikhroli (West) Manish Chandra Gupta Vikram Gupta Mumbai 400083, Maharashtra, India Mudit Govil Vinayak L Hampihallikar Auditors Mustafa Moonim Vivek Jalan Mukund M. Chitale & Co. Chartered Accountants 5


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    Offices India Asia Pacific Oracle Financial Services Software Limited Oracle Financial Services Software Pte. Ltd. 7-8, R-Tech Park 1 Fusionopolis Place Nirlon Knowledge Park # 12-10 Galaxies Off Western Express Highway Singapore 138522 Goregaon (East), Mumbai 400063 Maharashtra, India Akasaka Center Building 13F 1-3-13 Moto Akasaka, Minato-ku Oracle Park, Ambrosia Tokyo 107-0051, Japan Pune 411021, Maharashtra, India Level 8, 4 Julius Avenue C/o Embassy Business Park North Ryde C.V. Raman Nagar Sydney, NSW 2113, Australia Bengaluru 560093, Karnataka, India Level 4, 417 St. Kilda Road Gopalan Enterprises (I) Pvt. Ltd., (SEZ) Melbourne VIC 3004, Australia Global Axis, Unit 1 & 2 Plot # 152, EPIP Zone, Whitefield Oracle Financial Services Consulting Pte. Ltd. Bengaluru 560066, Karnataka, India 1 Fusionopolis Place # 12-10 Galaxies Green I-Tech, # 5 Singapore 138522 Muthiah Mudali Street, Off Cathedral Road Chennai 600086, Tamil Nadu, India Oracle Financial Services Software (Shanghai) Limited Oracle (OFSS) ASP Private Limited Unit 806, Henderson Metropolitan Building Oracle Park, Off Western Express Highway 155, Tianjin Road, Shanghai 200001 Goregaon (East) People’s Republic of China Mumbai 400063, Maharashtra, India Oracle (OFSS) Processing Services Limited Oracle Park, Off Western Express Highway Goregaon (East) Mumbai 400063, Maharashtra, India SDF-1, Unit 12, SEEPZ - SEZ Andheri (East) Mumbai 400096, Maharashtra, India C/o Embassy Business Park C.V. Raman Nagar Bengaluru 560093, Karnataka, India Oracle (OFSS) BPO Services Limited F 01/02, First Floor, Salcon Rasvilas D-1 District Centre, Saket New Delhi 110017, India DLF Infinity Tower A, 3rd Floor DLF Cyber City, Phase II Gurgaon 122002, Haryana, India Mantas India Private Limited F 01/02, First Floor, Salcon Rasvilas D-1 District Centre, Saket New Delhi 110017, India Oracle Financial Services Software – Annual Report 2019-20


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    Offices Europe, Middle East & Africa (EMEA) Americas Oracle Financial Services Software B.V. Oracle Financial Services Software America, Inc. Barbara Strozzilaan 201 Oracle Financial Services Software, Inc. NL-1083 HN Amsterdam Oracle (OFSS) BPO Services Inc. The Netherlands Mantas Inc. 399 Thornall Street, 6th Floor Mainzer Landstrasse 49a Edison, NJ 08837 USA 60329 Frankfurt am Main, Germany 8000 Norman Center Drive, Suite 700 Level 29, 40 Bank Street Bloomington, MN 55437 USA Canary Wharf London E14 5NR, UK 1910 Oracle Way, 2nd Floor Reston, VA 20190 USA Suite 22, Portes de la Defense 15, boulevard Charles de Gaulle Oracle Financial Services Software Chile Limitada 92700 Colombes, France Av. Vitacura 2939 Edificio Millenium - 14th Floor 13-18 City Quay Dublin 2 Las Condes, 7550011 D02 ED70 Ireland Santiago, Chile Oracle Financial Services Software SA 265 Mesogheion Avenue Neo Psychico 15451 Athens, Greece Oracle Financial Services Software Limited Bld.6/1, Village Moskovsky 22nd km Kievskoe Route 108811, Moscow, Russian Federation Park Rotana, Level One, Office 108 Khalifa Park, Sector E-48 PO Box 769441 Abu Dhabi, UAE The Edge Building 2nd Floor, Plot A-004-038 Al Falak St. Dubai Internet City Dubai, UAE ISP Internet (Mauritius) Company C/o IQEQ Corporate Services (Mauritius) Limited 33, Edith Cavell Street Port Louis 11324 Mauritius 7


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    Directors’ report Financial year 2019-20 Dear Members, The Directors present their report on the business and operations of your Company along with the Annual Report and audited financial statements of the Company for the financial year 2019-20. Financial highlights As per Consolidated financial statements: (Amounts in ₹ million) Particulars Year ended Year ended March 31, 2020 March 31, 2019 Revenue from operations 48,612.76 49,589.03 Finance income 1,658.14 1,319.73 Other income, net 115.25 441.19 Total income 50,386.15 51,349.95 Depreciation and amortization (1,063.81) (537.17) Profit before tax 22,522.81 22,669.87 Tax expenses (7,900.64) (8,810.89) Profit for the year 14,622.17 13,858.98 Other comprehensive income for the year 1,035.89 226.49 Total comprehensive income for the year 15,658.06 14,085.47 As per Unconsolidated financial statements: (Amounts in ₹ million) Particulars Year ended Year ended March 31, 2020 March 31, 2019 Revenue from operations 35,255.08 35,808.97 Finance income 1,508.73 1,173.47 Other income, net 182.86 216.03 Total income 36,946.67 37,198.47 Depreciation and amortization (831.72) (501.98) Profit before tax 20,085.79 19,864.15 Tax expenses (4,259.23) (7,039.45) Profit for the year 15,826.56 12,824.70 Other comprehensive income for the year (33.54) 25.83 Total comprehensive income for the year 15,793.02 12,850.53 Performance On consolidated basis, your Company’s revenue stood at ₹ 48,612.76 million this year, down 2% compared to ₹ 49,589.03 million of the previous financial year. The net income for the current financial year was ₹ 14,622.17 million, an increase of 6% compared to ₹ 13,858.98 million of the previous year. On an unconsolidated basis, your Company’s revenue stood at ₹ 35,255.08 million during the current financial year, decrease of 2% compared to ₹ 35,808.97 million of the previous year. The net income for the current financial year was ₹ 15,826.56 million, an increase of 23% compared to ₹ 12,824.70 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’s discussion and analysis report that forms part of this Annual Report. Dividend The Company declared an interim dividend of ₹ 180 per equity share of ₹ 5 each on May 8, 2020 for the financial year ended March 31, 2020. The Board of Directors has not recommended any additional final dividend for the financial year 2019-20. Oracle Financial Services Software – Annual Report 2019-20


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    Transfer to reserves The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriation. Particulars of loans, guarantees or investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. Share capital During the financial year 2019-20, the Company allotted 100,151 equity shares of face value of ₹ 5 each to its eligible employees and Directors who exercised their stock options under the prevailing Employee Stock Option Schemes of the Company. As a result, the paid-up equity share capital of the Company as on March 31, 2020 was ₹ 429,396,490 divided into 85,879,298 equity shares of face value of ₹ 5 each. Extract of annual return Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return (in form MGT-9) for the financial year ended March 31, 2020 is annexed as Annexure 1 to this report. Directors and key managerial personnel Mr. Chaitanya Kamat and Mr. Harinderjit Singh, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Resolutions seeking Members’ approval for their re-appointment forms part of the Notice. Changes in Board during the year: a. Ms. Maria Smith resigned as a Non-Executive, Non-Independent Director of the Company, with effect from May 9, 2019. b. The Members of the Company at the Annual General Meeting held on August 8, 2019 approved: - Appointment of Mr. Makarand Padalkar, Chief Financial Officer of the Company as the Whole-time Director and Chief Financial Officer of the Company for a term of five consecutive years from May 9, 2019 to May 8, 2024, liable to retire by rotation. - Appointment of Mr. Yong Meng Kau, as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation. - Appointment of Mr. Vincent Secondo Grelli as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation. - Appointment of Ms. Jane Murphy as a Non-Executive, Independent Director of the Company, for a term of five consecutive years up to December 31, 2023. - Re-appointment of Mr. Sridhar Srinivasan, Non-Executive, Independent Director of the Company, for a further term of five consecutive years from April 1, 2020 up to March 31, 2025. Brief resumes of the Directors proposed to be re-appointed, the nature of their expertise, and the names of companies in which they hold directorships and Chairpersonships / Memberships of Board Committees, etc. are provided in the Notice to Members forming part of this Annual Report. The Directors seeking re-appointment are not debarred from holding the office of Director pursuant to any Securities and Exchange Board of India (“SEBI”) order. All the Independent Directors of the Company have given declaration under Section 149(6) of the Companies Act, 2013 and clause (b) of sub-regulation (1) of regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) confirming that they meet the criteria of independence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company’s Code of Conduct. 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 2019-20. For details of meetings of the Board, please refer to the Corporate Governance Report which is a part of this Annual Report. Board Committees The details pertaining to Committees of the Board are included in the Corporate Governance Report which is a part of this Annual Report. 9


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    Board policies The Company has formed following policies as required by the Companies Act, 2013 and Listing Regulations: Particulars Details Website link for policy / details Code of ethics and business This code defines and implements Oracle https://www.oracle.com/assets/ conduct policy ethical business values and sets forth key cebc-176732.pdf 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. Corporate social This policy governs corporate social http://www.oracle.com/us/ responsibility policy responsibility (CSR) program of the industries/financial-services/ofss- Company and covers details of CSR activities social-responsibility-2437852.pdf that it can undertake and how to implement, monitor, and report on these activities. Directors' appointment This policy governs the manner of https://www.oracle.com/a/ocom/ policy appointment of Directors of the Company. docs/industries/financial-services/ directors-appointment-policy.pdf Dividend distribution policy This policy details the factors to be http://www.oracle.com/us/ considered by the Board while deciding or industries/financial-services/ recommending any dividend. ofss-dividend-distribution- policy-3125465.pdf Familiarization program Details of Company’s familiarization program https://www.oracle.com/a/ocom/ for its new directors including independent docs/industries/financial-services/ directors. financial-familarization-program.pdf Policy for determination This policy provides framework for http://www.oracle.com/us/ of material events / determination of material events / industries/financial-services/policy- information information and sets out classes and types determination-events-2889567.pdf of material events / information that require disclosure to stock exchanges. Policy for determining This policy defines material subsidiaries and http://www.oracle.com/us/ material subsidiaries describes related actions to be taken by the industries/financial-services/policy- Company with significant transactions with determining-material-2615655.pdf them. Record retention policy The policy details the requirements for http://www.oracle.com/us/ retention and destruction of the Company’s industries/financial-services/record- records in hard copy and electronic media. retention-policy-2889568.pdf Related party transactions This policy sets out the principles and http://www.oracle.com/us/ policy processes that apply in respect of industries/financial-services/ofss- transactions entered into by the Company party-transactions-policy-2288144. with a related party. pdf Remuneration policy This policy establishes principles http://www.oracle.com/us/ governing remuneration of the directors, industries/financial-services/ofss- key managerial personnel and senior remuneration-policy-4492725.pdf management of the Company. Related party transactions All related party transactions entered into during the financial year 2019-20 were at an arm’s length basis and in the ordinary course of business. Form AOC-2 providing the details of related party transactions of the Company is annexed as Annexure 2 to this report. Risk management The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management's Discussion and Analysis Report, which forms part of this Annual Report. Oracle Financial Services Software – Annual Report 2019-20


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    Board evaluation In accordance with the requirements of the Section 178 of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Chairperson of the Nomination and Remuneration Committee conducts the Board evaluation. The performance of the Board and its committees was evaluated by seeking inputs from all the directors on the basis of various criteria such as its composition and structure, effectiveness of processes / meetings, information sharing and functioning, etc. The Board evaluation report for financial year 2019-20 was adopted at the Board Meeting held on May 14, 2020. Subsidiaries Your Company has subsidiaries in Greece, India, Chile, China, Mauritius, Singapore, the Netherlands and the United States of America. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company and separate annual accounts of its subsidiaries are available on the website of the Company at www.oracle.com/financialservices. Research and development Your Company continuously makes significant investments in research and development (R&D) to develop solutions that the global banking industry needs today and will need tomorrow. Your Company’s dedicated in-house R&D centers have produced a number of products that are used by banks in more than 150 countries around the world for running their critical operations. The investment your Company makes in building applications, coupled with access to Oracle’s technology, provides a unique competitive edge to its offerings. Fixed deposits During the financial year 2019-20, the Company has not accepted any fixed deposits within the meaning of Rule 2(c) of the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet. Corporate governance The Company has taken appropriate steps and measures to comply with all the corporate governance regulations and related requirements as envisaged under Regulation 27 of the Listing Regulations. A separate report on Corporate Governance along with a certificate from Mr. Prashant Diwan, Practicing Company Secretary, with regard to compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) of the Listing Regulations forms part of this Annual Report. A certificate from Mr. Prashant Diwan, Practicing Company Secretary, has also been received stating that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the SEBI, Ministry of Corporate Affairs (MCA) or any such statutory authority. Statutory Auditors’ report There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors’ report. Secretarial audit report In terms of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2019-20. The Secretarial Audit report is annexed as Annexure 3 to this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks. Business responsibility report Business Responsibility Report for the financial year 2019-20 that forms part of this Annual Report has been hosted on the website of the Company at www.oracle.com/financialservices. The Members, who wish to obtain a copy of the report, may write to the Company Secretary at the Registered Office of the Company. 11


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    Employee Stock Option Plan (“ESOP”) The Members at their Annual General Meeting held on August 14, 2001 approved grant of ESOPs to the employees / directors of the Company and its subsidiaries up to 7.5% of the issued and paid-up capital of the Company from time to time. This said limit was enhanced and approved up to 12.5% of the issued and paid-up capital of the Company from time to time, by the Members at their Annual General Meeting held on August 18, 2011. This extended limit is an all-inclusive limit applicable to the stock options (“options”) granted in the past and in force and those that will be granted by the Company under this authorization. Pursuant to ESOP scheme approved by the Members of the Company on August 14, 2001, the Board of Directors, on March 4, 2002 approved the 2002 Employees Stock Option Scheme (“Scheme 2002”) for issue of 4,753,600 options to the employees and directors of the Company and its subsidiaries. According to the Scheme 2002, the Company has granted 4,548,920 options prior to the Initial Public Offering (IPO) and 619,000 options at various dates after the IPO (including the grants of options out of options forfeited earlier). On August 25, 2010, the Board of Directors approved the Employees Stock Option Plan 2010 Scheme (“Scheme 2010”) for issue of 618,000 options to the employees and directors of the Company and its subsidiaries. According to the Scheme 2010, the Company has granted 638,000 options (including the grants of options out of options forfeited earlier). Pursuant to ESOP Scheme approved by the Members of the Company in their meeting held on August 18, 2011, the Board of Directors approved the Employees Stock Option Plan 2011 Scheme (“Scheme 2011”). Accordingly, the Company has granted 1,950,500 options under the Scheme 2011. Nomination and Remuneration Committee in their meeting held on August 7, 2014 approved Oracle Financial Services Software Limited Stock Plan 2014 (“OFSS Stock Plan 2014”). This plan enables issue of deeply discounted options at the face value and referred to as OFSS Stock Units (“OSUs”) for convenience. Accordingly, the Company granted 178,245 Stock Options and 854,453 OFSS Stock Units (“OSUs”) under OFSS Stock Plan 2014. The issuance terms of OSUs are the same as for Stock Options, employees may elect to receive 1 OSU in lieu of 4 awarded Stock Options at their respective exercise price. As per the Scheme 2002, Scheme 2010 and Scheme 2011, each of 20% of the total options granted will vest on completion of 12, 24, 36, 48 and 60 months from the date of grant and is subject to continued employment of the employee or directorship of the director with the Company or its subsidiaries. Options have an exercise period of 10 years from the date of grant. The employee pays the exercise price upon exercise of options. In respect of the OFSS Stock Plan 2014, each of 25% of the total stock options / OSUs granted will vest on completion of 12, 24, 36 and 48 months from the date of grant and is subject to continued employment of the employee with the Company or its subsidiaries. Options / OSUs have an exercise period of 10 years from the date of grant. The employee pays the exercise price upon exercise of options / OSUs. All the above mentioned Schemes of the Company are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. Applicable disclosures relating to Employees Stock Option Schemes, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, are placed on the website of the Company at www.oracle.com/financialservices. The details of the options / OSUs granted under the Scheme 2002, Scheme 2010, Scheme 2011 and OFSS Stock Plan 2014 to eligible employees / directors from time to time are given below: Particulars Scheme Scheme Scheme OFSS Stock OFSS Stock Total 2002 2010 2011 Plan 2014 Plan 2014 (Stock Options) (OSUs) Pricing Formula At the market price as on the date of grant ₹5 Variation of terms of option / OSUs None None None None None Number of options / OSUs granted 5,167,920 638,000 1,950,500 178,245 854,453 8,789,118 till March 31, 2020 Number of options / OSUs lapsed (620,725) (283,332) (466,830) (35,520) (84,556) (1,490,963) and forfeited Number of options / OSUs (4,547,195) (320,833) (1,128,728) (9,037) (308,411) (6,314,204) exercised Total number of options in force as – 33,835 354,942 133,688 461,486 983,951 on March 31, 2020 Oracle Financial Services Software – Annual Report 2019-20


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    The details of OSUs granted to Directors and Senior Managerial Personnel under OFSS Stock Plan 2014 during the financial year ended March 31, 2020 are as follows: Particulars Number of OSUs i. Director: Mr. Chaitanya Kamat 40,000 Mr. Makarand Padalkar 11,250 ii. Senior Managerial Personnel: Mr. Arvind Gulhati 4,750 Mr. Avadhut Ketkar 1,500 Ms. Bindu Venkatesh 2,200 Mr. Dinakar Kini 275 Mr. Edwin Moses 1,500 Mr. Mahesh Rao 1,250 Mr. Mohamed Yacob 200 Mr. Onkarnath Banerjee 1,000 Mr. Rajaram Vadapandeshwara 800 Mr. Sanjay Bajaj 250 Mr. Surendra Shukla 475 Mr. Vikram Gupta 4,750 Mr. Vinayak Hampihallikar 1,250 Mr. Vivek Jalan 1,200 iii. Any other employee, who receives grant in any one year of options / OSUs amounting to 5% Nil or more of options / OSUs granted during the year iv. Identified employees who were granted options / OSUs, during any one year, equal to or Nil exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant v. Diluted Earnings Per Share (EPS) pursuant to the issue of shares on exercise of option ₹ 183.62 calculated in accordance with Indian Accounting Standard (IND AS) 33 ‘Earnings Per Share’ issued by the Institute of Chartered Accountants of India All OSUs were granted at the face value of the equity shares. The compensation cost arising on account of stock options and OSUs is calculated using the fair value method. The reported profit is after considering the cost of employee stock compensation (₹ 432.01 million), using fair value method on stock options / OSUs. A summary of the activities in the Company’s Scheme 2010 and Scheme 2011 for the year ended March 31, 2020 are as follows: Particulars Scheme 2010 Scheme 2011 Shares arising Weighted Shares arising Weighted from Options average from Options average exercise price exercise price (₹) (₹) Outstanding at the beginning of the year 37,065 2,050 382,224 2,924 Granted – – – – Exercised (3,230) 2,050 (14,082) 2,545 Forfeited – – (13,200) 3,112 Outstanding at the end of the year 33,835 2,050 354,942 2,932 Vested Options 33,835 354,942 Unvested Options – – Options vested during the year – – Options forfeited / lapsed during the year – 13,200 13


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    A summary of the activities in the Company’s OFSS Stock Plan 2014 for the year ended March 31, 2020 are as follows: Particulars Shares arising Weighted Shares arising Weighted from OSUs average from Options average exercise price exercise price (₹) (₹) Outstanding at the beginning of the year 417,477 5 137,095 3,537 Granted 142,250 5 − − Exercised (82,594) 5 (245) 3,241 Forfeited (15,647) 5 (3,162) 3,600 Outstanding at the end of the year 461,486 5 133,688 3,536 Vested OSUs / Options 143,147 109,056 Unvested OSUs / Options 318,339 24,632 Options vested during the year 123,485 23,685 Options forfeited / lapsed during the year 15,647 3,162 The weighted average share price for the year over which stock options / OSUs were exercised was ₹ 3,001. Money realized by exercise of options / OSUs during the financial year 2019-20 was ₹ 43.66 million. The Company has recovered perquisite tax on the options / OSUs exercised by the employees during the year. The weighted average fair value of OSUs granted during the year was ₹ 3,168 calculated as per the Black Scholes valuation model as stated in 29(b) in the notes to accounts of the unconsolidated financials. The details of Options unvested and Options vested and exercisable as on March 31, 2020 are as follows: Exercise prices Number of Weighted Weighted (₹) options / OSUs average exercise average price (₹) remaining contractual life (Years) Options /OSUs unvested 5 318,339 5 8.3 3,393 12,155 3,393 6.2 3,579 4,300 3,579 7.2 4,158 8,177 4,158 8.2 Options /OSUs vested and exercisable 5 143,147 5 6.3 1,930 50,889 1,930 1.7 2,050 33,835 2,050 0.4 3,077 167,983 3,077 3.5 3,127 136,070 3,127 2.8 3,241 41,033 3,241 5.0 3,393 35,045 3,393 6.2 3,579 4,205 3,579 7.2 3,987 26,050 3,987 5.6 4,158 2,723 4,158 8.2 983,951 1,611 5.5 Employee Stock Purchase Scheme (“ESPS”) The Company had adopted the ESPS administered through a Trust with the name i-flex Employee Stock Option Trust (“the Trust”) to provide equity based incentives to key employees of the Company. i-flex Solutions Trustee Company Limited is the sole Trustee of this Trust. No allocation of shares to the employees have been made through the Trust since 2005 and all selected employees under the Trust have exercised their right of purchase of shares prior to March 31, 2014. In this regard, i-flex Solutions Trustee Company Limited had filed a petition in the Hon’ble Bombay High Court to seek directions for utilization of the remaining unallocated shares along with the other assets held by the Trust for the benefit of the employees of the Company. As per the order of the Hon’ble Bombay High Court dated August 1, 2016, the trust funds would be utilized for the benefit of the employees. Oracle Financial Services Software – Annual Report 2019-20


  • Page 16

    During the year, the Trust sold all the equity shares of the Company and as at March 31, 2020, the Trust did not hold any equity shares of the Company (March 31, 2019 - 27,160 equity shares). Human resources Human Resources are key assets of your Company and your Company invests continuously in imparting latest technology skills together with a range of soft skills to help them excel in their roles. Your Company has a strong performance management system together with a formal talent management processes to nurture employee careers, groom future leaders, and create a high performance workforce. Your Company’s total employees as at March 31, 2020, were 8,001 (March 31, 2019 - 8,054) including employees of subsidiaries. The Company is committed to provide a healthy environment to all its employees and thus does not tolerate any discrimination and / or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done through various programs and at regular intervals. The Company has setup an Internal Complaints Committees (ICC), both at the registered office and at every location where it operates in India, which have men and women committee members as per the regulations, are chaired by senior woman employees and have external women representation. The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Corporate Governance report which is a part of this Annual Report. Corporate social responsibility Pursuant to Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014, annual report on the Corporate Social Responsibility activities for the financial year ended March 31, 2020 is annexed as Annexure 4 to this report. Internal financial controls The Board has adopted adequate policies and procedures in terms of Internal Financial Controls commensurate with the size, scale and complexity of the Company’s operations. Such policies and procedures ensure orderly and efficient conduct of business, adherence to the Company’s policies, 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 internal control system commensurate with the size of the business operations of the Company, its compliance with risk management system, accounting procedures and policies at all locations of the Company and its subsidiaries. The Internal Audit team reports to the Audit Committee. Directors’ responsibility statement As required under Section 134(5) of the Companies Act, 2013 (“the Act”), for the financial year ended on March 31, 2020, the Directors hereby confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; e. the directors, had laid down internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Auditors The Members of the Company have appointed M/s. Mukund M. Chitale & Co., Chartered Accountants, (ICAI Firm Registration No. 106655W), as the Statutory Auditors of the Company till the conclusion of the 33rd Annual General Meeting to be held in the year 2022. 15


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    Reporting of frauds by Auditors During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees. Cost records and cost audit Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company. Material changes and commitments There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report. Significant and material orders There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future. 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 Companies Act, 2013, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder: Conservation of energy The Company strives to conserve energy and use energy efficient computers and illumination systems. The Company also deploys sophisticated office automation and management equipment which optimizes energy consumption. During the year, the Company deployed renewable energy to both reduce our CO2 emissions and energy costs through an Open Access option (via India Energy Exchange) at our Bengaluru office. As part of an initiative to support Oracle’s global sustainability goal of reducing waste to landfill, a wet waste compost machine has been installed at the Bengaluru office, the excess manure is used for tree plantation projects. Technology absorption The Company regularly strives to utilize newer technologies with a view to conserve the energy and create an environmentally friendly work environment. The initiatives taken by the Company are summarized below: Network: The Company continues to invest in upgrades and modernization of the networks thereby increase uptime of the network infrastructure, increase capacity and enable greater collaboration. Network infrastructure is being migrated to the next generation cloud platform and network tooling, processes are being made seamless between the applications and the cloud platforms thereby enabling unified operational process, while securing the network infrastructure, to provide a secure remote computing environment for our employees and customers. Cloud deployment: All corporate applications are hosted on the Oracle next generation cloud. This move significantly reduces infrastructure costs as well as reduces space and power utilization across the globe. Business Resiliency: Your Company has successfully implemented disaster recovery initiatives for critical infrastructure services. This was been adequately tested during this pandemic crisis and minor deficiencies have been mitigated and the plan has been made more efficient and effective. Virtual presence: Your Company has made significant investments in providing a near virtual working environment for its employees through multiple collaboration tools. Multifunctional and multiple methods of collaboration across geographies, has enhanced business operations. This enhances communication across the globe, minimizing travel, increasing efficiencies from a support perspective as well by making self-service operations easier and effective. Conference room facilities have also been enhanced and standardized across the globe to ensure smooth and seamless operations from any Oracle location. All these initiatives would provide a more secure and efficient operating environment with the utilization of innovative technology. Oracle Financial Services Software – Annual Report 2019-20


  • Page 18

    Foreign exchange earnings and outgo: (Amounts in ₹ million) Foreign exchange earnings 31,932.57 Foreign exchange outgo (including capital goods and other expenditure) 2,074.39 Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans: Your Company has established an extensive global presence across leading markets through its sales and marketing network. The Company will continue to focus on tapping various potential markets available globally. Experienced sales and marketing specialists focus on building strong international business presence to develop new export markets for your Company. Prospects Never before has technology been so critical to the financial services industry. Increased competition from FinTechs/ tech giants, consumer demand for instant, digital delivery of products and services, fresh onslaught of financial crime and fraud, a slew of new regulations are all pressing financial institutions to embrace new technologies and find winning strategies. Digital banking transformation, driven primarily by social, mobile and analytics, is fast becoming table stakes. It can no longer guarantee growth and market leadership in the decade ahead. As customer expectations, business dynamics and regulations continue to evolve, banks will need to invest in new capabilities to drive the next wave of transformation. This next wave is essential to innovate and differentiate in new ways and do so profitably. Several new technologies can offer banks the ability to go beyond ‘conventional digital’ and leverage truly next generation capabilities. In the next decade, banks and financial services firms will need to harness emerging technologies such as distributed ledgers, Internet of Things (“IoT”), APIs, Artificial Intelligence, machine learning, Robotic Process Automations to transform customer and business value and accelerate profitable growth. As opposed to just focusing on the technologies per se, financial institutions must leverage them as a means to an end, i.e. to equip and enable staff and business lines to transform products, services, engagement and experiences at unparalleled scale and scope. The challenge for financial institutions lies in their ability to take advantage of these technologies and find new ways to collaborate, exchange and combine data and services to generate never-seen-before innovation, efficiencies, and value. Technology plays a vital role in helping financial institutions reduce risks, and drive process efficiencies in regulatory compliance and fraud detection. Financial institutions are increasingly turning towards advanced Financial Crime and Compliance Management approaches that leverage graph analytics, machine learning and other AI techniques to improve detection, drive down the incidence of false positives, and thereby reduce associated costs. The ability to continually discover emerging risks and new criminal patterns, coupled with the capacity to rapidly operationalize newly developed models into production, is a necessary requirement for modern financial crime platforms. Your Company has made significant investments in leveraging new technologies to sharpen our products and services and ensure they are future ready. Our solutions come embedded with natural language processing and machine learning capabilities for elevated customer experience and intelligent contextual response automation. We have introduced Chatbots that banks can use to scale customer interactions by offering automated engagement to millions of customers at the same time. We offer augmented reality, IoT, API and biometric capabilities and a micorservices based architecture and componentized solution portfolio designed for cloud and on premise. With our data-driven solutions, financial institutions can get the in-depth insights make better business-critical decisions. Your Company’s commitment to innovation is a driving factor that keeps it in the forefront of the information technology industry. Statement on compliance of applicable Secretarial Standards The Company complies with all applicable mandatory provisions of Secretarial Standards issued by the Institute of Company Secretaries of India. 17


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    Employee particulars The information required under Section 197 of the Companies Act, 2013 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, and the (perquisite) value of the difference between the fair market value and the exercise price on the date of exercise of options, to make the comparisons relevant. i. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: Name of the Director Ratio to median remuneration Non-Executive, Independent Directors Mr. S Venkatachalam 3 Mr. Richard Jackson 3 Mr. Sridhar Srinivasan 2 Ms. Jane Murphy 3 Executive Director Mr. Chaitanya Kamat 32 Mr. Makarand Padalkar* Not Applicable *Appointed as Whole-time Director and Chief Financial Officer effective from May 9, 2019. ii. 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 2020 as compared to FY 2019 Non-Executive, Independent Directors* Mr. S Venkatachalam 9% Mr. Richard Jackson 30% Mr. Sridhar Srinivasan 26% Ms. Jane Murphy Not Applicable Managing Director and Chief Executive Officer# Mr. Chaitanya Kamat 32% Whole-time Director and Chief Financial Officer @ Mr. Makarand Padalkar Not Applicable Company Secretary and Compliance Officer # Mr. Onkarnath Banerjee 8% *The remuneration structure of the Non-Executive, Independent Directors was revised in February 2019. # Excludes the (perquisite) value towards difference between the fair market value on the date of exercise of options and the exercise price. @ Appointed as Whole-time Director and Chief Financial Officer effective from May 9, 2019. iii. The percentage increase in the Median Remuneration of Employees in fiscal 2020, as compared to fiscal 2019: 14%. iv. The number of permanent employees on the rolls of the Company: 6,474 as on March 31, 2020. Oracle Financial Services Software – Annual Report 2019-20


  • Page 20

    v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the financial year 2019-20, the average remuneration of employees other than the key managerial personnel increased by 10% over the previous year. During the same period, average remuneration of the key managerial personnel increased by 24%. vi. Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration is as per the remuneration policy of the Company. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 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 Companies Act, 2013, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. Response to COVID-19 During March 2020, as the COVID-19 pandemic developed rapidly into a global crisis, the Company immediately switched to a 100% work from home for all employees to ensure their well-being and safety. We are conducting business with some modification to employee travel and employee work locations, including but not limited to, work from home. Our robust infrastructure, processes, and most importantly our people, ensured that the Company continues to deliver the commitments with minimal disruptions caused by the global COVID-19 pandemic. It is, however, not clear what the potential long-term effects of any such alterations or modifications may have on our business, including the effects on our customers and prospects. The COVID-19 pandemic is also resulting in a series of government interventions around the globe to help alleviate the economic distress, and our consulting and support teams have seamlessly helped our customers to meet these challenges. The agile capabilities of our products were leveraged by the customers to respond to a dynamically evolving situation. The Company’s processes enable us to deliver our support, services and software, anytime anywhere and from any location. While we experienced, and may continue to experience, some delays in new deal signings, especially from regions with ‘in-person’ cultures for Board Meetings and financial institutions conserving budgets in the face of cost pressures, our value proposition remains very relevant, and even more so when the economic recovery begins. The full effects of the pandemic on the global economy and our business are currently unknown and we are watchful of the developments. Being conscious of the social responsibility, the Company has directed its FY21 CSR efforts to projects aimed at reducing distress due to COVID-19. In addition, the Company also recently contributed an amount of ₹12.5 Crores in the Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund), towards COVID-19 relief. Acknowledgements The Directors place on record their appreciation for the excellent contributions made by the employees of the Company through their commitment, co-operation and diligence. The Directors gratefully acknowledge the continued support received by the Company from its stakeholders, customers, members, vendors, bankers and regulatory authorities during the year. The Directors also wish to thank the Government of India and the State Governments in the jurisdictions it operates and their various agencies, and departments. For and on behalf of the Board S Venkatachalam Chairperson DIN: 00257819 June 24, 2020 19


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    Annexure 1 Form MGT-9 EXTRACT OF ANNUAL RETURN for the financial year ended on March 31, 2020 of ORACLE FINANCIAL SERVICES SOFTWARE LIMITED [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. Registration and other details: I. CIN L72200MH1989PLC053666 II. Registration Date September 27, 1989 III. Name of the Company Oracle Financial Services Software Limited IV. Category / Sub-category of the Company Limited by shares / Indian Non-Government Company Company V. Address of the Registered Office and Oracle Park Contact Details Off Western Express Highway, Goregaon (East) Mumbai 400063, Maharashtra, India Tel. no. +91 22 6718 3000 Fax no. +91 22 6718 3001 Email: investors-vp-ofss_in_grp@oracle.com Website: www.oracle.com/financialservices VI. Whether Listed Company - Yes / No Yes VII. Name, Address and Contact details of Link Intime India Private Limited Registrar & Transfer Agents (RTA), if C 101, 247 Park any L B S Marg, Vikhroli (West) Mumbai 400083 Tel. no. +91 22 4918 6000 Fax no. +91 22 4918 6060 Email: rnt.helpdesk@linkintime.co.in II. Principal Business Activities of the Company All the business activities contributing 10% or more of the total turnover of the company shall be stated: Sr. Name and Description of main products / services NIC Code of the % to total turnover of the No. product / service company 1 The Company is engaged in developing, selling and 62011 100 marketing computer software, computer systems; providing consultancy and other information technology related activities Oracle Financial Services Software – Annual Report 2019-20


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    III. Particulars of Holding, Subsidiary and Associate Companies Sr. Name and Address of the Company CIN / GLN Holding/ % of Applicable No. Subsidiary/ shares Section Associate held 1 Oracle Global (Mauritius) Limited Not Applicable Holding 73.42 2(46) C/o Citco (Mauritius) Limited 4th Floor, 1 Cybercity Ebene Mauritius 2 Oracle Financial Services Software B.V. Not Applicable Subsidiary 100.00 2(87) Barbara Strozzilaan 201 NL-1083 HN Amsterdam The Netherlands 3 Oracle Financial Services Software SA Not Applicable Subsidiary 100.00 2(87) 265 Mesogheion Avenue Neo Psychiko, 15451, Athens, Greece 4 Oracle Financial Services Software Pte. Ltd. Not Applicable Subsidiary 100.00 2(87) 1 Fusionopolis Place, #12-10 Galaxies Singapore 138522 5 Oracle Financial Services Consulting Pte. Ltd. Not Applicable Subsidiary 100.00 2(87) 1 Fusionopolis Place, #12-10 Galaxies Singapore 138522 6 Oracle Financial Services Software America, Inc. Not Applicable Subsidiary 100.00 2(87) 399 Thornall Street, 6th Floor Edison, NJ 08837 USA 7 Oracle Financial Services Software, Inc. Not Applicable Subsidiary 100.00 2(87) 399 Thornall Street, 6th Floor Edison, NJ 08837 USA 8 Mantas Inc. Not Applicable Subsidiary 100.00 2(87) 399 Thornall Street, 6th Floor Edison, NJ 08837 USA 9 Sotas Inc. Not Applicable Subsidiary 100.00 2(87) 399 Thornall Street, 6th Floor Edison, NJ 08837 USA 10 Mantas India Private Limited U72900DL1999PTC099923 Subsidiary 100.00 2(87) F 01/02, First Floor, Salcon Rasvilas D-1 District Centre, Saket New Delhi 110017, India 11 Oracle (OFSS) ASP Private Limited U72900MH2001PTC131264 Subsidiary 100.00 2(87) Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India 12 Oracle (OFSS) Processing Services Limited U72900MH2005PLC151334 Subsidiary 100.00 2(87) Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India 13 ISP Internet Mauritius Company Not Applicable Subsidiary 100.00 2(87) C/o IQEQ Corporate Services (Mauritius) Limited 33 Edith Cavell Street Port Louis 11324, Mauritius 14 Oracle (OFSS) BPO Services Inc. Not Applicable Subsidiary 100.00 2(87) 399 Thornall Street, 6th Floor Edison, NJ 08837 USA 15 Oracle (OFSS) BPO Services Limited U72900DL2002PLC180572 Subsidiary 100.00 2(87) F 01/02, First Floor, Salcon Rasvilas D-1 District Centre, Saket New Delhi 110017, India 21


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    Sr. Name and Address of the Company CIN / GLN Holding/ % of Applicable No. Subsidiary/ shares Section Associate held 16 Oracle Financial Services Software Not Applicable Subsidiary 100.00 2(87) Chile Limitada Av. Vitacura 2939 Edificio Millenium - 14th Floor Las Condes, 7550011 Santiago, Chile 17 Oracle Financial Services Software Not Applicable Subsidiary 100.00 2(87) (Shanghai) Limited Unit 806, Henderson Metropolitan Building 155, Tianjin Road, Shanghai 200001 People’s Republic of China IV. Shareholding Pattern (Equity share capital breakup as percentage of Total Equity): (i) Category-wise Shareholding: Category Category of Shareholders No. of Shares held at the beginning of No. of Shares held at the end of % Code the year as on April 1, 2019 the year as on March 31, 2020 Change Demat Physical Total % of Demat Physical Total % of during Total Total the year Shares Shares I II III IV V VI VII VIII IX X XI (A) Promoter and Promoter Group (1) Indian (a) Individual / Hindu – − − − − − − − − Undivided Family (b) Central Government − − − − − − − − − (c) State Government(s) − − − − − − − − − (d) Bodies Corporate − − − − − − − − − (e) Banks / Financial − − − − − − − − − Institutions (f) Any Other − − − − − − − − − Sub-total (A)(1) − − − − − − − − − (2) Foreign (a) NRIs - Individuals − − − − − − − − − (b) Other - Individuals − − − − − − − − − (c) Bodies Corporate 63051197 − 63051197 73.50 63051197 − 63051197 73.42 (0.08) (d) Banks / Financial − − − − − − − − − Institutions (e) Any Other − − − − − − − − − Sub-total (A)(2) 63051197 − 63051197 73.50 63051197 − 63051197 73.42 (0.08) Total shareholding of Promoter 63051197 − 63051197 73.50 63051197 − 63051197 73.42 (0.08) (A)=(A)(1)+(A)(2) Oracle Financial Services Software – Annual Report 2019-20


  • Page 24

    Category Category of Shareholders No. of Shares held at the beginning of No. of Shares held at the end of % Code the year as on April 1, 2019 the year as on March 31, 2020 Change Demat Physical Total % of Demat Physical Total % of during Total Total the year Shares Shares I II III IV V VI VII VIII IX X XI (B) Public Shareholding (1) Institutions (a) Mutual Funds / UTI 2830237 − 2830237 3.30 2991864 − 2991864 3.48 0.18 (b) Banks / Financial 1829047 − 1829047 2.13 2060608 − 2060608 2.40 0.27 Institutions (c) Venture Capital − − − − − − − − − Funds (d) Central 4000 − 4000 0.00 4000 − 4000 0.00 0.00 Government / State Government(s) (e) Insurance − − − − 333449 − 333449 0.40 0.40 Companies (f) Foreign Portfolio 11852757 − 11852757 13.82 11568661 − 11568661 13.47 (0.35) Investor (g) Foreign Venture − − − − − − − − − Capital Funds (h) Alternate Investment 1300 − 1300 0.00 1800 − 1800 0.00 0.00 Funds (i) Others Foreign Bank 17493 − 17493 0.02 − − − − (0.02) Sub-total (B)(1) 16534834 − 16534834 19.28 16960382 − 16960382 19.75 0.47 (2) Non-Institutions (a) Bodies Corporate 552943 − 552943 0.64 216149 − 216149 0.25 (0.39) (b) Individuals i. Individual 3301233 178965 3480198 4.06 3395989 159765 3555754 4.14 0.08 shareholders holding nominal share capital up to ₹ 1 lakh ii. Individual 948374 56000 1004374 1.17 926253 56000 982253 1.15 (0.02) shareholders holding nominal share capital in excess of ₹ 1 lakh (c) NBFCs registered 55902 − 55902 0.07 30 − 30 0.00 (0.07) with RBI (d) Others i. Non-Resident 177624 2062 179686 0.21 177843 2062 179905 0.21 0.00 Indians (Repatriate) ii. Non-Resident 732106 199 732305 0.85 718518 199 718717 0.84 (0.01) Indians (Non-Repatriate) iii. Foreign Nationals 1541 − 1541 0.00 3035 − 3035 0.00 0.00 iv. Clearing Member 20360 − 20360 0.02 23948 − 23948 0.03 0.01 v. Directors / Relatives 32500 − 32500 0.04 88090 − 88090 0.10 0.06 vi. Hindu Undivided 44075 − 44075 0.05 52185 − 52185 0.06 0.01 Family vii. Market Maker 596 − 596 0.00 2 − 2 0.00 0.00 viii. Trusts 42315 − 42315 0.05 1330 − 1330 0.00 (0.05) ix. IEPF 46321 − 46321 0.05 46321 − 46321 0.05 0.00 Sub-total (B)(2) 5955890 237226 6193116 7.22 5649693 218026 5867719 6.83 (0.39) 23


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    Category Category of Shareholders No. of Shares held at the beginning of No. of Shares held at the end of % Code the year as on April 1, 2019 the year as on March 31, 2020 Change Demat Physical Total % of Demat Physical Total % of during Total Total the year Shares Shares I II III IV V VI VII VIII IX X XI Total Public Shareholding 22490724 237226 22727950 26.50 22610075 218026 22828101 26.58 0.08 (B)=(B)(1)+(B)(2) (C) Shares held by Custodian − − − − − − − − − for GDRs & ADRs Grand Total (A+B+C) 85541921 237226 85779147 100.00 85661272 218026 85879298 100.00 0.00 (ii) Shareholding of Promoters: Name of Shareholders Shareholding at the beginning of the Shareholding at the end of the year as % year as on April 1, 2019 on March 31, 2020 change No. of % of total % of shares No. of % of total % of shares in share Shares shares pledged/ Shares shares pledged/ holding of the encumbered of the encumbered during Company to total Company to total the shares shares year Oracle Global (Mauritius) 63051197 73.50 − 63051197 73.42 − (0.08) Limited Total 63051197 73.50 − 63051197 73.42 − (0.08) (iii) Change in Promoters’ Shareholding: Name of the Shareholders Shareholding at the beginning Cumulative shareholding of the year as on April 1, 2019 during the year No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company Oracle Global (Mauritius) Limited At the beginning of the year 63051197 73.50 63051197 73.50 Date wise Increase / Decrease in Promoters − − − − Shareholding during the Year At the end of the year 63051197 73.42 The decrease in the percentage of promoters’ shareholding from 73.50 % to 73.42 % is due to allotment of shares on the exercise of ESOPs by eligible employees of the Company. (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. Name of the Shareholders Shareholding at the beginning Cumulative shareholding No. of the year as on April 1, 2019 during the year* No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company 1 Wessex (Mauritius) Limited At the beginning of the year 2687899 3.13 2687899 3.13 Transactions - purchase / (sale) from − − − − April 1, 2019 to March 31, 2020 At the end of the year 2687899 3.13 2 Life Insurance Corporation of India At the beginning of the year 1814352 2.12 1814352 2.12 Transactions - purchase / (sale) from 4274 0.00 1818626 2.12 April 1, 2019 to March 31, 2020 At the end of the year 1818626 2.12 Oracle Financial Services Software – Annual Report 2019-20


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    Sr. Name of the Shareholders Shareholding at the beginning Cumulative shareholding No. of the year as on April 1, 2019 during the year* No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company 3 Copthall Mauritius Investment Limited At the beginning of the year 1633088 1.90 1633088 1.90 Transactions - purchase / (sale) from (13088) (0.02) 1620000 1.88 April 1, 2019 to March 31, 2020 At the end of the year 1620000 1.88 4 Goldman Sachs (Singapore) PTE At the beginning of the year 1397853 1.63 1397853 1.63 Transactions - purchase / (sale) from (44241) (0.05) 1353612 1.58 April 1, 2019 to March 31, 2020 At the end of the year 1353612 1.58 5 Sussex (Mauritius) Limited At the beginning of the year 1190158 1.39 1190158 1.39 Transactions - purchase / (sale) from − − − − April 1, 2019 to March 31, 2020 At the end of the year 1190158 1.39 6 Burgundy Emerging Markets Fund At the beginning of the year 560995 0.65 560995 0.65 Transactions - purchase / (sale) from 51206 0.06 612201 0.71 April 1, 2019 to March 31, 2020 At the end of the year 612201 0.71 7 Citigroup Global Markets Mauritius Private Limited At the beginning of the year 600000 0.70 600000 0.70 Transactions - purchase / (sale) from − − − − April 1, 2019 to March 31, 2020 At the end of the year 600000 0.70 8 BBH Burgundy Emerging Markets Master Fund, LP At the beginning of the year 485998 0.57 485998 0.57 Transactions - purchase / (sale) from 48334 0.06 534332 0.62 April 1, 2019 to March 31, 2020 At the end of the year 534332 0.62 9 HDFC Trustee Company Limited - HDFC Tax Saverfund At the beginning of the year 413326 0.48 413326 0.48 Transactions - purchase / (sale) from 20000 0.02 433326 0.50 April 1, 2019 to March 31, 2020 At the end of the year 433326 0.50 10 Vanguard Total International Stock Index Fund At the beginning of the year 330138 0.38 330138 0.38 Transactions - purchase / (sale) from 6945 0.01 337083 0.39 April 1, 2019 to March 31, 2020 At the end of the year 337083 0.39 *The shares of the Company are traded on daily basis and hence the date wise increase / decrease in shareholding is not indicated. 25


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    (v) Shareholding of Directors and Key Managerial Personnel: Sr. Name of the Director/ Shareholding at the beginning Cumulative shareholding No. Key Managerial Personnel (KMP) of the year as on April 1, 2019 during the year No. of % of total shares No. of % of total shares Shares of the Company Shares of the Company 1 Mr. S Venkatachalam Independent Director At the beginning of the year 6000 0.01 6000 0.01 Transactions - purchase / (sale) from − − − − April 1, 2019 to March 31, 2020 At the end of the year 6000 0.01 2 Mr. Chaitanya Kamat Managing Director and Chief Executive Officer At the beginning of the year 25500 0.03 25500 0.03 Transactions - purchase / (sale) from − − − − April 1, 2019 to March 31, 2020 At the end of the year 25500 0.03 3 Mr. Makarand Padalkar Whole-time Director and Chief Financial Officer At the beginning of the year 45590 0.05 45590 0.05 ESOP exercised on March 24, 2020 10000 0.01 55590 0.06 At the end of the year 55590 0.06 4 Mr. Onkarnath Banerjee Company Secretary and Compliance Officer At the beginning of the year 3 0.00 3 0.00 ESOP exercised on August 21, 2019 155 0.00 158 0.00 Sale on August 28, 2019 (158) 0.00 0 0.00 ESOP exercised on October 23, 2019 105 0.00 105 0.00 ESOP exercised on November 20, 2019 115 0.00 220 0.00 ESOP exercised on December 17, 2019 94 0.00 314 0.00 Sale on December 19, 2019 (100) 0.00 214 0.00 Sale on December 20, 2019 (120) 0.00 94 0.00 Sale on December 26, 2019 (68) 0.00 26 0.00 At the end of the year 26 0.00 The following Directors did not held any shares during the Financial Year 2019-20: Mr. Harinderjit Singh - Director Mr. Richard Jackson - Independent Director Ms. Jane Murphy - Independent Director Mr. Sridhar Srinivasan - Independent Director Ms. Kimberly Woolley - Director Mr. Vincent Secondo Grelli - Director Ms. Maria Smith* - Director Mr. Yong Meng Kau - Director *Resigned on May 9, 2019 V. Indebtness: The Company has not availed any loan during the year and is a debt-free company. Oracle Financial Services Software – Annual Report 2019-20


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    VI. Remuneration of Directors and Key Managerial Personnel: A Remuneration to Managing Director, Whole-time Directors and / or Manager: (Amounts in ₹ million) Sr. Particulars of Remuneration Name of Managing Director/ Total Amount No. Whole-time Director/Manager Mr. Chaitanya Mr. Makarand Kamat, Padalkar, Managing Whole-time Director & Director & Chief Chief Financial Executive Officer Officer 1 Gross Salary (a) Salary as per provisions contained in Section 17(1) of 43.24 11.28 54.52 the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.68 21.19 21.87 (c) Profits in lieu of salary under Section 17(3) Income-tax − − − Act, 1961 2 Stock Option (OSU) (Number) 40000 11250 51250 3 Sweat Equity − − − 4 Commission − − − as a % of Profit others, specify 5 Others, please specify − − − Total (A) 43.92 32.47 76.39 Ceiling as per the Act (5% of the profits calculated under 1018.61 Section 198 of the Companies Act, 2013) B Remuneration to other Directors: (Amounts in ₹ million) Fee for attending Commission Others Total Board/ Committee Meetings 1 Non-Executive, Independent Directors S Venkatachalam − 4.40 − 4.40 Richard Jackson − 4.20 − 4.20 Sridhar Srinivasan − 3.20 − 3.20 Jane Murphy − 3.85 − 3.85 Total (1) − 15.65 − 15.65 2 Other Non-Executive, Non-Independent Directors # − − − − Total (2) − − − − Total (B) = (1+2) − 15.65 − 15.65 Total Managerial Remuneration (A+B) − − − 92.04 Overall Ceiling as per the Act (11% of the profits 2240.95 calculated under Section 198 of the Companies Act, 2013) No payment is made towards fee / commission to the Non-Executive, Non-Independent Directors of the Company. # 27


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    C Remuneration to Key Managerial Personnel other the MD/ Manager / WTD: (Amounts in ₹ million) Sr. Particulars of Remuneration Key Total Amount No. Managerial Personnel Company Secretary 1 Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax 6.57 6.57 Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1.52 1.52 (c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 − − 2 Stock Option (OSU) (Number) 1000 1000 3 Sweat Equity − − 4 Commission − − - as a % of Profit - others, specify 5 Others, please specify − − Total 8.09 8.09 VII. Penalties / Punishment / Compounding of Offences: There were no penalties / punishments / compounding of offences under any section of Companies Act, 2013. Oracle Financial Services Software – Annual Report 2019-20


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    Annexure 2 Form No. AOC - 2 Particulars of contracts / arrangements made with related parties [Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014] This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 (“the Act”) including certain arm's length transactions under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm's length basis: There were no contracts or arrangements or transactions entered into during the year ended March 31, 2020, which were not at arm's length basis. 2. Details of material contracts or arrangements or transactions at arm's length basis: The disclosures on material transactions are based on the threshold of 10% of consolidated turnover and exclude the transactions with wholly owned subsidiaries which are exempt under section 188(1) of the Act: a. Name(s) of the related party and nature of relationship: Not applicable b. Nature of contracts / arrangements / transactions: Not applicable c. Duration of contracts / arrangements / transactions: Not applicable d. Salient terms of the contracts or arrangements or transactions Not applicable including the value, if any: e. Date(s) of approval by the Board, if any: Not applicable f. Amount paid as advances, if any: None For and on behalf of the Board of Directors of Oracle Financial Services Software Limited S Venkatachalam Mumbai Chairperson June 24, 2020 DIN: 00257819 29


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    Annexure 3 Secretarial audit report Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020 [Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members Oracle Financial Services Software Limited Oracle Park, Off Western Express Highway Goregaon (East), Mumbai - 400 063 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Oracle Financial Services Software Limited having CIN: L72200MH1989PLC053666 (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2020 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2020 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; and (d) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (vi) Software Technology Parks of India rules and regulations. As per the representations made by the management and relied upon by me, during the period under review, provisions of the following regulations were not applicable to the Company: (i) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings; (ii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Oracle Financial Services Software – Annual Report 2019-20


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    (c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (d) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; and (e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013. (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. to the extent applicable. I further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through and as informed, there were no dissenting members’ views and hence not recorded as part of the minutes. I further report that as per the explanations given to me in the representations made by the management and relied upon by me there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As per the explanations given to me in the representations made by the management and relied upon by me, I further report that, during the audit period, except for the issue and allotment of equity shares to the employees of the Company under Employee Stock Option Plan (“ESOP”), there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc., having a major bearing on the Company's affairs. CS Prashant Diwan Practicing Company Secretary FCS: 1403 CP: 1979 PR: 530/2017 UDIN: F001403B000377341 Date: June 24, 2020 Place: Mumbai This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. 31


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    Annexure A To The Members Oracle Financial Services Software Limited Oracle Park, Off Western Express Highway Goregaon (East), Mumbai - 400 063 My report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and books of Accounts of the company. 4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate, Specific and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company. 7. I have carried out the verification of part of the records through digital mode as well as relied upon the Management representation made by the Company due to prevailing conditions of COVID‐19 in the country. CS Prashant Diwan Practicing Company Secretary FCS: 1403 CP: 1979 PR: 530/2017 UDIN: F001403B000377341 Date: June 24, 2020 Place: Mumbai Oracle Financial Services Software – Annual Report 2019-20


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    Annexure 4 Annual Report on Corporate Social Responsibility Activities For Financial Year ended March 31, 2020 Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014. 1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. The policy governing Corporate Social Responsibility (“CSR”) initiatives of Oracle Financial Services Software Limited (“the Company” or “Oracle”) is in line with the regulations specified in section 135 and schedule VII of the Companies Act, 2013 (“the Act”). The policy is available at http://www.oracle.com/us/industries/financial- services/ofss-social-responsibility-2437852.pdf. The Company is committed to using its resources to advance education, protect the environment, and strengthen communities. Through a combination of grants, sponsorships, and volunteer support, Oracle works to improve the quality of life in communities where it does business. In addition, our employees contribute to social causes in their areas of interest through Oracle Volunteering projects. Advancing Education Oracle helps nonprofit organizations increase access to digital learning tools and awaken and deepen students' interest in science, technology, engineering, art, and mathematics (STEAM). The Company’s grantees in India are: - Championing literacy for all - Empowering educators through professional development - Creating an inclusive society for people with disabilities - Promoting digital skills - Preparing young people for successful careers Protecting the Environment Oracle supports nonprofit organizations working to protect our planet and the life it sustains. Our grantees in India are: - Saving endangered species, including Asiatic elephants and wild buffaloes - Advancing environmental education - Improving access to water resources - Growing more sustainable livelihoods in agriculture Strengthening Communities The Company also supports nonprofit organizations that provide vital health and human services and strengthen the infrastructure that supports a healthy society. Oracle’s grantees in India are: - Increasing access to quality healthcare - Fighting poverty and malnutrition - Empowering women and girls - Promoting gender equity - Driving social change The details of the above initiatives are available at www.oracle.com/a/ocom/docs/corporate/citizenship/ccr- india-fy19-20-financial-services-software.pdf. The Company does not make contributions to any political party or its affiliations. 2. Composition of the CSR Committee: The CSR Committee of the Company comprises of the following Members: Mr. Harinderjit Singh Chairperson of the Committee Mr. S Venkatachalam Member Mr. Chaitanya Kamat Member 33


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    3. Average net profit of the Company for last three financial years: The average net profit of the Company as per Rule 2(c)(f) of the Companies (Corporate Social Responsibility) Rules, 2014: ₹ 17,868,252,376. 4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): ₹ 357,365,048 5. Details of CSR spent during the financial year: a) Total amount spent during the financial year: ₹ 357,683,036 b) Amount unspent: Nil c) Manner in which the amount (in Rupees) spent during the financial year: During the year ended March 2020, Oracle spent the CSR funds across 101 programs / projects through various NGOs and other organizations in three areas of its focus, namely, Education, Environment and Community. The particulars are given below: Sr. Particulars Focus: Education Focus: Focus: Total No. Environment Community 1 CSR project or activity 40 projects / programs for 16 projects 45 projects / 101 identified. advancing education and / programs programs for projects/ employment enhancing for protecting strengthening programs vocation skills, especially environment and communities, through among children, women, wildlife, promoting eradicating 101 NGO elderly & differently abled agro-forestry, hunger, poverty partners persons and empowering conservation of and malnutrition, women natural resources promoting and maintaining preventive quality of soil, air health care and and water. sanitation and making available safe drinking water. 2 Sector in which the Promoting Education & Promoting Rural project is covered Gender Equality Environment development Sustainability and eradicating poverty 3 Projects or programs (1) Local area or other Projects are implemented across several districts in multiple states (Andhra Pradesh, (2) Specify the State Assam, Bihar, Chhattisgarh, Gujarat, Haryana, Himachal Pradesh, Jharkhand, and District where Karnataka, Madhya Pradesh, Maharashtra, Nagaland, Odisha, Punjab, Rajasthan, projects or Programs Sikkim, Tamil Nadu, Telangana, Uttar Pradesh, Uttarakhand and West Bengal) and 2 were undertaken Union territories (New Delhi, Puducherry), and some projects are Pan India 4 Amount outlay (Budget) 141,155,161 63,043,074 153,484,801 357,683,036 Project or Programs wise 5 Amount spent on the 141,155,161 63,043,074 153,484,801 357,683,036 projects or Programs (1) Direct expenditure 141,155,161 63,043,074 153,484,801 357,683,036 or amount spent thru implementing agency on projects or programs (2) Overheads 6 Cumulative expenditure 141,155,161 63,043,074 153,484,801 357,683,036 up to the reporting period 7 Amount spent: Direct or 141,155,161 63,043,074 153,484,801 357,683,036 through Implementing agency Details of implementing agency: Charities Aid Foundation, India. Oracle Financial Services Software – Annual Report 2019-20


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    6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Not applicable. As per the requirements of Section 135 of the Companies Act, 2013, the Company has spent two percent of the average net profit of the three immediately preceding financial years on its CSR activities. 7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company. We hereby confirm that implementation and monitoring of the CSR Policy are in compliance with the CSR objectives and CSR Policy of the Company. Harinderjit Singh Chaitanya Kamat Chairperson of the Committee Managing Director & Chief Executive Officer DIN: 06628566 DIN: 00969094 Place: Mumbai Date: June 24, 2020 35


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    Corporate governance report The detailed report on Corporate Governance of Oracle Financial Services Software Limited (“the Company”) for the financial year 2019-20 as per Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is set out below: 1. Company’s philosophy on code of governance The Company believes in adopting and adhering to all applicable regulations and globally recognized corporate governance practices, and continuously benchmarking itself against such requirements. The Company understands and respects its fiduciary role and responsibility to its Members and strives to meet their expectations. 2. Board of Directors 2.1 Composition of the Board The composition of the Board of Directors of the Company (“the Board”) and the number of directorships and board committee chairpersonships / memberships held by the Directors as on March 31, 2020, their attendance at the Board Meetings during the year then ended and at the last Annual General Meeting are given below: Name of the Director Board Attendance Number of Number of Committee positions Meetings at the last Directorships held in other Companies attended AGM held in other during the on August 8, Companies As Chairperson As Member year 2019 Non-Executive, Independent Directors Mr. S Venkatachalam 6/6 Present 3 – 1 Chairperson (DIN: 00257819) Mr. Richard Jackson 6/6 Present 5 1 2 (DIN: 06447687) Mr. Sridhar Srinivasan 6/6 Present 5 5 1 (DIN: 07240718) Ms. Jane Murphy 6/6 Present 9 1 1 (DIN: 08336710) Non-Executive, Non-Independent Directors Mr. Harinderjit Singh 5/6 Present 1 – – (DIN: 06628566) Ms. Kimberly Woolley 6/6 Present 10 – 1 (DIN: 07741017) Mr. Vincent Secondo Grelli 6/6 Present – – – (DIN: 08262388) Mr. Yong Meng Kau 6/6 Present 13 – – (DIN: 08234739) Executive Directors Mr. Chaitanya Kamat 5/6 Present – – – Managing Director & Chief Executive Officer (DIN: 00969094) Mr. Makarand Padalkar 5/5 Present 1 – – Whole-time Director & Chief Financial Officer (DIN: 02115514) Video / audio-conferencing facilities are also used to facilitate Directors travelling / residing abroad or at other locations to participate in the meetings. Oracle Financial Services Software – Annual Report 2019-20


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    Notes: 1. The Chairperson of the Board is a Non-Executive, Independent Director and the composition of the Board is in conformity with the Listing Regulations. 2. Pursuant to Regulation 26 of Listing Regulations, none of the Directors on the Board holds directorships in more than ten public companies, or acts as a chairperson of more than five committees across all the Indian Public Companies in which he / she is a Director. None of the Directors are related inter-se. 3. For the purpose of determining the number of directorships in other companies, all the companies around the world (listed, unlisted, private limited companies and foreign companies), including subsidiaries of the Company are considered. 4. For the purpose of determining the number of chairpersonships / memberships of the committees of the Board of other companies, only the Audit Committee and the Stakeholders’ Relationship Committee of the companies are considered. 5. None of the Independent Directors of the Company held directorships in other listed companies except Mr. Sridhar Srinivasan who serves as a Non-Executive, Independent Director in Bank of Baroda. 6. Independent Directors are Non-Executive Directors as defined under Section 149 of the Companies Act, 2013 (“the Act”). All the Independent Directors have confirmed that they meet criteria of independence as specified in the Act and Listing Regulations and are independent of the management. The tenure of Independent Directors is in accordance with the Act and Listing Regulations. 7. The familiarization program formulated for the Directors is available on the website of the Company at: https://www.oracle.com/a/ocom/docs/industries/financial-services/financial-familarization-program.pdf 8. As on March 31, 2020, none of the Non-Executive Directors held any equity shares of the Company except Mr. S Venkatachalam who held 6,000 equity shares of the Company. 9. Changes in Board during the year: - Ms. Maria Smith resigned as a Non-Executive, Non-Independent Director of the Company with effect from May 9, 2019. - The Members of the Company at the Annual General Meeting held on August 8, 2019 approved: a. Appointment of Mr. Makarand Padalkar, Chief Financial Officer of the Company, as the Whole-time Director and Chief Financial Officer of the Company for a term of five consecutive years from May 9, 2019 to May 8, 2024, liable to retire by rotation. b. Appointment of Mr. Yong Meng Kau, as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation. c. Appointment of Mr. Vincent Secondo Grelli, as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation. d. Appointment of Ms. Jane Murphy, as a Non-Executive, Independent Director of the Company, for a term of five consecutive years up to December 31, 2023. e. Re-appointment of Mr. Sridhar Srinivasan, Non-Executive, Independent Director of the Company, for a further term of five consecutive years from April 1, 2020 up to March 31, 2025. 37


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    10. The Board has identified the following skills and competencies that help create a dynamic and effective Board: Strategy & Leadership Experience in a significant leadership position with sound business judgment and a C-level perspective in areas important to the Company. Industry Knowledge Experience in technology or financial services or allied industries, with good understanding of the markets, business and management processes for a regional/global business. Governance, Compliance and Finance Understanding of governance in global businesses in areas such as people practices, financial accounting & reporting, risk management or legal & regulatory compliances. The Directors of the Company collectively bring to the boardroom the above competencies and diverse experiences & perspectives in areas relevant to the Company. The experience, qualifications and skills of each director that the Board considers important are provided below: Director Skills and Competencies Strategy & Leadership Industry Knowledge Governance, Compliance & Finance Mr. S Venkatachalam Rich experience in the field of Banking, Finance, Administration, Compliance, Taxation and Corporate laws. Served as an Independent Director with leading financial institutions. Mr. Chaitanya Kamat Having over thirty five years of financial services, product engineering, consulting and business transformation experience with over two decades of leadership and board level roles in both national and global organizations. Mr. Harinderjit Singh Over three decades of experience in managing global technology businesses. Heads the Financial Services Global Business Unit in Oracle Corporation. Ms. Jane Murphy Leading legal expert with extensive international experience in the fields of corporate law; M&A and data privacy regulations. Founded her own law firm and a start-up dedicated to representing companies around the world for data protection purposes in the EU. Independent board member at several financial services companies in Europe. Rich experience in global risk & compliance and corporate governance. Ms. Kimberly Woolley Extensive experience in managing legal and corporate affairs for Oracle Corporation. Has unique perspective of international Boards and knowledge and understanding of global processes, risk management, corporate responsibility, compliance and governance. Mr. Makarand Padalkar Lifetime experience of managing the entire lifecycle of technology products specializing in Banking industry ranging from product conceptualization, marketing, alliances to sales. Part of the team leading the Company’s IPO. As the CFO of the Company for over a decade, has a deep understanding of business, compliance, risk and governance requirements. Mr. Richard Jackson Global experience with multinational and large regional banks holding CEO positions. Led number of business and technology transformations at banks in EMEA and APAC. Independent board member at several companies including insurance and financial institutions in UK and Europe. Mr. Sridhar Srinivasan Worked for nearly 30 years with a global bank across Europe, Africa and Asia holding many leadership positions including as country CEO and regional manager for large banking businesses. This experience has made him a Banking expert with special emphasis on risk, compliance and regulatory management. He has also worked with a global consulting firm where he advised many banks and finance companies on these topics. He is an independent director on the boards of large Indian and European banks. Mr. Vincent Secondo Grelli Multiple decades of experience in managing tax departments and tax matters of large global IT companies. Provides a unique perspective to the Company on tax risk management/tax governance complexities of operating in multi-national tax jurisdictions. Mr. Yong Meng Kau Rich experience in managing corporate legal and transactional matters in the ASEAN and South Asia region that helps the Company manage its large operations in the region. Oracle Financial Services Software – Annual Report 2019-20


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    The Company is a majority owned subsidiary of Oracle Corporation, a global technology leader with presence across the globe. The Company is able to leverage the deep expertise in technology, global management practices, specific domain area and regulatory requirements applicable when doing business globally. 2.2 Board meetings held during the financial year 2019-20 The Company held Board Meetings at regular intervals during the financial year 2019-20 and the maximum gap between any two meetings of the Board was less than 120 days. All material information was circulated to all the Directors before the meeting or placed at the meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of the Listing Regulations. The necessary quorum was present for all the Board Meetings. During the financial year 2019-20, six Board Meetings were held on the following dates: May 9, 2019, June 20, 2019, August 7, 2019, August 8, 2019, November 13, 2019 and February 4, 2020. In case of urgent business needs, the Board’s approval was obtained by way of circular resolutions in accordance with the Act. During the year, a separate meeting of Independent Directors was held on November 13, 2019 and all the Independent Directors of the Company participated in the said meeting without the presence of the Non-Independent Directors and members of the Management of the Company. 2.3 Compliance with the code of conduct The Company has adopted the “Code of Ethics and Business Conduct” (the Code) which sets forth the standards of behavior for the Board and management of the Company. All the Directors and Senior Managerial Personnel of the Company have confirmed compliance with the Code as of March 31, 2020. The code is available on the website of the Company at: https://www.oracle.com/assets/cebc-176732.pdf. 3. Audit committee 3.1 Brief description of terms of reference The Audit Committee of the Company is governed by the terms of reference adopted by the Board which are in line with the regulatory requirements mandated by the Act and the Listing Regulations. The primary objective of Audit Committee is to monitor and provide effective supervision of the management’s financial reporting process and to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. An extract of the terms of reference of the Audit Committee is given below: - Oversight of the Company’s financial reporting process and disclosure of its financial information; - Recommending to the Board the appointment, re-appointment and, if required, replacement or removal of the statutory auditors; fixing their remuneration and the terms of appointment; - Reviewing with the management, performance of statutory and internal auditors; - Reviewing with the management, quarterly and annual financial statements before submission to the Board for approval; - Evaluating internal financial controls and risk management systems, and adequacy of the internal control systems; - Scrutinizing intercorporate loans and investments; - Approving transactions with related parties and any modifications thereto; - Reviewing the functioning of Whistle Blower mechanism. 39


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    3.2 Composition, meetings and attendance of the committee During the financial year 2019-20, four meetings of the Audit Committee were held on May 9, 2019, August 7, 2019, November 13, 2019 and February 4, 2020. The details of the composition of the Audit Committee as on March 31, 2020 and the members’ attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. Richard Jackson Chairperson, Non-Executive, Independent Director 4/4 Mr. S Venkatachalam Member, Non-Executive, Independent Director 4/4 Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director 4/4 Ms. Jane Murphy Member, Non-Executive, Independent Director 3/3 (w.e.f. May 9, 2019) Ms. Maria Smith, Director and member of Audit Committee, resigned with effect from May 9, 2019. The Company Secretary acts as the Secretary to the Audit Committee meetings. The Managing Director and Chief Executive Officer, Whole-time Director and Chief Financial Officer, Chief Accounting Officer, Statutory Auditors, Internal Auditors and Legal Counsel are permanent invitees to the Audit Committee meetings. The Chairperson of the Committee was present at the last Annual General Meeting held on August 8, 2019 to address shareholders' queries. 4. Nomination and remuneration committee 4.1 Brief description of terms of reference The Nomination and Remuneration Committee of the Company is governed by the terms of reference adopted by the Board which are in line with the regulatory requirements mandated by the Act and the Listing Regulations. Pursuant to the amendments in the Listing Regulations, the charter of the Committee was amended at the Board Meeting held on November 13, 2019, and extract of which is given below: 1. To formulate the criteria for determining qualifications, positive attributes and independence of directors; 2. To recommend to the Board policies relating to the remuneration of the directors, key managerial personnel, senior management and other employees of the Company; 3. To review the criteria and conduct the evaluation of performance of Directors and the Board together with Board Committees; 4. To administer and deal with all matters concerning the Employee Stock Option (ESOP) Schemes including grant of stock options to the eligible directors, key managerial personnel and employees of the Company and its subsidiary companies from time to time; 5. To identify the persons who are qualified to become directors and recommend to the Board their appointment / re-appointment. 4.2 Composition, meetings and attendance of the committee During the financial year 2019-20, two meetings of the Nomination and Remuneration Committee were held on June 20, 2019 and August 8, 2019. Additionally, business was also dealt with by passing circular resolutions. The details of the composition of the Committee as on March 31, 2020 and the member’s attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. Richard Jackson Chairperson, Non-Executive, Independent Director 2/2 Mr. Harinderjit Singh Member, Non-Executive, Non-Independent Director 2/2 Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director 2/2 4.3 Performance evaluation criteria for independent directors The performance evaluation criteria for the Independent Directors is determined by the Nomination and Remuneration Committee. The factors like regular participation, business expertise, independent views, contribution in the form of knowledge sharing and guidance to strategies and risk management are amongst the performance evaluation criterions. Oracle Financial Services Software – Annual Report 2019-20


  • Page 42

    5. Remuneration paid to directors The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to the Directors, Key Managerial Personnel and Senior Management of the Company. The limit for the commission to be paid to the Independent Directors and the remuneration payable to the Managing Director and Chief Executive Officer; Whole-time Director and Chief Financial Officer of the Company are approved by the Members of the Company. The annual compensation including bonus of the Executive Directors is approved by the Nomination and Remuneration Committee within the limits approved by the Members of the Company. The Committee reviews the norms for ESOP allocation and approves the grant of the options to eligible employees. The criteria for payment of commission to the Non-Executive, Independent Directors includes a base commission plus incremental commission depending on the number and type of committees where they are members or chairpersons, and holding number of directorships in the material unlisted subsidiaries of the Company. 5.1 Details of remuneration paid to the directors during the financial year 2019-20 (Amounts in ₹ million, except number of OSUs) Name of the Director OSUs granted * Salary Contribution Commission Total under ESOPs to Provident paid Amount during the year Fund and paid other funds Executive Directors Mr. Chaitanya Kamat# 40000 42.03 1.89 − 43.92 Mr. Makarand Padalkar#@ 11250 9.59 0.78 − 10.37 Non-Executive, Independent Directors Mr. S Venkatachalam − − − 4.40 4.40 Ms. Jane Murphy − − − 3.85 3.85 Mr. Richard Jackson − − − 4.20 4.20 Mr. Sridhar Srinivasan − − − 3.20 3.20 *OSUs or OFSS Stock Units are Stock Options granted at an exercise price equal to face value of the shares. # Excluding perquisite on ESOP, Provision for Gratuity and Compensated absence benefit, if any. @ Mr. Makarand Padalkar, Chief Financial Officer, was appointed as a Whole-time Director & Chief Financial Officer w.e.f. May 9, 2019. During the financial year ended March 31, 2020, the Nomination and Remuneration Committee granted 142,250 OFSS Stock Units (OSUs) at an exercise price of ₹ 5 under OFSS Stock Plan 2014 to the eligible employees, including Directors, of the Company and its Subsidiaries as under: Date of Grant No. of OSUs granted May 13, 2019 1200 June 27, 2019 124800 September 2, 2019 15000 September 18, 2019 500 October 31, 2019 750 41


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    The terms of Employee Stock Options / OSUs granted under OFSS Stock Plan 2014 to the Directors were as follows: Name of the Director Options / OSUs Options / OSUs Options /OSUs Exercise Expiry Date outstanding as exercised & allotted outstanding as at price (₹) at April 1, 2019 during the year March 31, 2020 Mr. Chaitanya Kamat 6250 – 6250 5.00 March 29, 2025 12500 – 12500 5.00 November 4, 2025 12500 – 12500 5.00 June 27, 2026 18750 – 18750 5.00 June 27, 2027 22500 – 22500 5.00 June 28, 2028 – – 25000 5.00 June 26, 2029 – – 15000 5.00 September 1, 2029 Mr. Makarand Padalkar 2500 2500 – 5.00 March 29, 2025 2500 2500 – 5.00 November 4, 2025 5000 2500 2500 5.00 June 27, 2026 7500 2500 5000 5.00 June 27, 2027 8750 – 8750 5.00 June 28, 2028 – – 11250 5.00 June 26, 2029 The OSUs were issued at ₹ 5 each. The options / OSUs granted under OFSS Stock Plan 2014 vest over a period of 4 years from the date of grant and are subject to continued employment/directorship with the Company. 6. Stakeholders’ relationship committee The Stakeholders’ Relationship Committee of the Company is governed by the terms of reference adopted by the Board which are in line with the regulatory requirements mandated by the Act and the Listing Regulations. The terms of reference of the Stakeholders’ Relationship Committee include: - Consider and resolve the grievances of the security holders including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of duplicate certificates, general meetings, etc. - Review of measures taken for effective exercise of voting rights by the shareholders. - Review of adherence to the service standards adopted in respect of various services being rendered by the Company’s Registrar & Share Transfer Agents. - Review of various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders. During the financial year 2019-20, three meetings of the Committee were held on May 9, 2019, November 13, 2019 and February 4, 2020. The details of the composition of the Committee as on March 31, 2020 and the members’ attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. S Venkatachalam Chairperson, Non-Executive, Independent Director 3/3 Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director 3/3 Mr. Chaitanya Kamat Member, Executive Director 3/3 Mr. Makarand Padalkar Member, Executive Director 3/3 The Chairperson of the Committee was present at the Annual General Meeting held on August 8, 2019 to address the shareholders' queries. Details of shareholders’ complaints received, resolved and outstanding during the financial year 2019-20 are given below: Particulars No. of Complaints Complaints outstanding on April 1, 2019 Nil Complaints received during the financial year ended March 31, 2020 2 Complaints resolved during the financial year ended March 31, 2020 2 Complaints outstanding on March 31, 2020 Nil Oracle Financial Services Software – Annual Report 2019-20


  • Page 44

    Mr. Onkarnath Banerjee, Company Secretary of the Company, is designated as the Compliance Officer, who oversees the redressal of the investors’ grievances. Mr. Banerjee is also designated as the Nodal Officer pursuant to Investor Education and Protection Fund Rules. 7. Transfer committee The scope of Transfer Committee is to consider and approve requests for transfer and transmission of equity shares and other investor related matters. The meetings are held as needed, based on such requests being received from the shareholders. During the financial year 2019-20, there were no meetings held. The composition of the Committee as on March 31, 2020 was as under: Name of the Member Mr. S Venkatachalam Chairperson, Non-Executive, Independent Director Mr. Makarand Padalkar Member, Executive Director 8. ESOP allotment committee The scope of ESOP Allotment Committee is to consider and approve requests for allotment of equity shares on exercise of stock options or OFSS Stock Units by eligible employees of the Company and its subsidiaries. During the financial year 2019-20, twelve meetings of the Committee were held on April 24, 2019, May 22, 2019, June 26, 2019, July 29, 2019, August 21, 2019, September 25, 2019, October 23, 2019, November 20, 2019, December 17, 2019, January 22, 2020, February 26, 2020 and March 24, 2020. The details of the composition of the Committee as on March 31, 2020 and the members’ attendance at the Committee meetings during the year then ended were as under: Name of the Member Number of meetings attended Mr. S Venkatachalam Chairperson, Non-Executive, Independent Director 12/12 Mr. Sridhar Srinivasan Member, Non-Executive, Independent Director 12/12 Mr. Chaitanya Kamat Member, Executive Director 10/12 Mr. Makarand Padalkar Member, Executive Director 11/12 9. Risk management committee The scope of Risk Management Committee is to formulate Risk Management Policy of the Company, to identify elements of risks, if any, which in the opinion of the Board might threaten the existence of the Company. The Audit Committee and the Board can refer certain matters to the Risk Management Committee as they deem fit. The Committee and senior management team assess and identify potential risks and take necessary actions to mitigate them. The Committee invites the representatives of internal auditor and other stakeholders / executives as needed for the meetings. During the financial year 2019-20, one meeting of the Committee was held on February 4, 2020. Additionally, business was also dealt with by passing circular resolution. The composition of Committee as on March 31, 2020 and the members’ attendance at the Committee meeting during the year then ended were as under: Name of the Member Number of meetings attended Mr. Sridhar Srinivasan Chairperson, Non-Executive, Independent Director 1/1 Mr. Chaitanya Kamat Member, Executive Director 1/1 Mr. Makarand Padalkar Member, Executive Director 1/1 10. Corporate social responsibility committee The scope of Corporate Social Responsibility (“CSR”) Committee is to prepare and recommend to the Board the Corporate Social Responsibility Policy (“CSR Policy”), recommend CSR activities and the amount the Company should spend on CSR activities, monitor the implementation of CSR Policy and activities from time to time, ensure compliance with all matters relating to CSR and to provide updates to the Board. During the financial year 2019-20, business was dealt with by passing circular resolutions. 43


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    The composition of Committee as on March 31, 2020 was as under: Name of the Member Mr. Harinderjit Singh Chairperson, Non-Executive, Non-Independent Director Mr. S Venkatachalam Member, Non-Executive, Independent Director Mr. Chaitanya Kamat Member, Executive Director 11. Business responsibility committee The Company has a Business Responsibility Committee to oversee matters concerning the Business Responsibility Policy implementation and guidance, and to decide on any matter or doubt with regard to the applicability, interpretation, operation and implementation of the Business Responsibility Policy. The Managing Director and Chief Executive Officer acts as the Chairperson of the Committee and the other members are Whole-time Director and Chief Financial Officer, Chief Accounting Officer, Vice President and Head-Human Resources, Legal Counsel and Compliance and Ethics Officer, Vice President Business Operations and Company Secretary and Compliance Officer. 12. General body meetings Details of last three Annual General Meetings and summary of special resolutions passed therein are as under: Financial Year Date and Time Venue Gist of special resolutions passed 2018-19 August 8, 2019 Courtyard By Marriott Re-appointment of Mr. Sridhar Srinivasan 3.00 p.m. Mumbai International Airport (DIN: 07240718) as an Independent C.T.S No. 215, Andheri Kurla Director for a further term of five Road, Andheri (East) consecutive years up to March 31, 2025. Mumbai 400059 2017-18 August 14, 2018 Rama & Sundri Watumull Re-appointment of Mr. S Venkatachalam 3.00 p.m. Auditorium, K C College (DIN: 00257819) as an Independent 124, Dinshaw Wachha Road Director for a further term of five Churchgate, Mumbai 400020 consecutive years up to March 31, 2024. Re-appointment of Mr. Richard Jackson (DIN: 06447687) as an Independent Director for a further term of five consecutive years up to March 31, 2024. 2016-17 September 20, 2017 Shri Bhaidas Maganlal N.A. 2.30 p.m. Sabhagriha, Bhaktivedanta Swami Marg, Vile Parle (West) Mumbai 400056 (i) There was no Extra-Ordinary General Meeting held during the last three financial years. (ii) There was no matter requiring approval of the Members through Postal Ballot during the financial year ended March 31, 2020. (iii) No special resolution is currently proposed to be conducted through postal ballot. 13. Means of communication The Company communicates with its shareholders from time to time through multiple channels of communications such as online portals of the Stock Exchanges, press releases, annual reports, press notices and advertisements and uploading relevant information on its website. The Company’s quarterly financial results, press releases, annual reports and other relevant corporate documents are also placed on the Company’s website at www.oracle.com/financialservices and the same can be downloaded. The quarterly and annual results of the Company were published in widely circulated English and Marathi newspapers, such as Business Standard and Sakal. All the disclosures made to the Stock Exchanges are also available on the Company’s website at: www.oracle.com/financialservices. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (“DPs”) in case the shares are held by them in electronic form, or with the Registrar and Transfer Agents of the Company, in case the shares are held by them in physical form. Oracle Financial Services Software – Annual Report 2019-20


  • Page 46

    14. General shareholder information 14.1 Annual general meeting Day, Date, Time and Venue Tuesday, August 18, 2020 at 5.00 p.m. through Video Conference. The Company is conducting meeting through VC / OAVM pursuant to the MCA Circular dated May 5, 2020 and as such there is no requirement to have a venue for the AGM. For details please refer to the Notice of this AGM. Financial Year April 1 to March 31 Date of Book Closure Wednesday, August 12, 2020 to Tuesday, August 18, 2020 (both days inclusive) Dividend Payment Date Not Applicable 14.2 Listing details Name and Address of the Stock Exchanges where the Company’s shares are listed Stock Code / Symbol BSE Limited (BSE) 532466 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 National Stock Exchange of India Limited (NSE) OFSS Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 The annual listing fees for the financial year 2019-20 have been paid to both the Exchanges. 14.3 Market price data Monthly high, low and volume of the shares of the Company traded on the Stock Exchanges from April 1, 2019 to March 31, 2020 are given below: Month and Year BSE NSE High (₹) Low (₹) Volume of High (₹) Low (₹) Volume of Shares Shares April 2019 3649.00 3377.55 62993 3634.35 3370.05 630812 May 2019 3524.25 3359.55 49685 3540.00 3355.70 545632 June 2019 3445.00 3022.00 52764 3447.00 3020.45 461097 July 2019 3421.90 3127.70 57601 3424.20 3125.00 696475 August 2019 3376.90 2832.90 101804 3389.95 2829.00 713663 September 2019 3207.20 2856.00 100052 3262.70 2654.00 770954 October 2019 3177.95 3010.00 50329 3180.05 3000.00 280390 November 2019 3238.50 2900.00 13639 3240.00 2886.15 322702 December 2019 3079.90 2482.00 16109 3025.00 2336.20 316668 January 2020 3035.00 2660.00 22942 3040.00 2658.20 618873 February 2020 3142.00 2626.45 24735 3150.00 2630.00 320696 March 2020 2718.00 1532.50 31198 2730.00 1506.00 883192 45


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    14.4 Performance of the share price of the Company in comparison to NIFTY 50 12,450 3,700 11,225 3,150 OFSSL Price (₹) NIFTY 50 10,000 2,600 8,775 2,050 7,550 1,500 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 OFSSL Price NIFTY 50 14.5 Registrar and transfer agents Link Intime India Private Limited (formerly Intime Spectrum Registry Limited) is the Registrar and Transfer Agents of the Company (“the RTA”) and their contact details are as under: Name Link Intime India Private Limited Address C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400083 Tel. no. +91 22 49186000 Fax no. +91 22 49186060 Email rnt.helpdesk@linkintime.co.in 14.6 Share transfer system Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. Pursuant to amendments in the Act and the Regulations with effect from April 1, 2019 securities of listed companies can be transferred only in dematerialized form. Accordingly, to avail benefits of dematerialization, Members are advised to dematerialize the shares which are held by them in physical form. 14.7 Distribution of shareholding as on March 31, 2020 Paid-up shares in capital (in ₹) Number of % to total No. of Shares Paid-up value (Face % of Total no. Shareholders shareholders value of ₹ 5 each) of shares Up to 2500 27480 97.94 2082159 10410795 2.42 2501 to 5000 232 0.83 820925 4104625 0.96 5001 to 10000 152 0.54 1106966 5534830 1.29 10001 to 20000 79 0.28 1088799 5443995 1.27 20001 to 30000 38 0.13 924237 4621185 1.08 30001 to 40000 20 0.07 711572 3557860 0.83 40001 to 50000 7 0.02 320175 1600875 0.37 50001 to 100000 22 0.08 1556073 7780365 1.81 100001 & Above 28 0.1 77268392 386341960 89.97 Total 28058 100.00 85879298 429396490 100.00 Oracle Financial Services Software – Annual Report 2019-20


  • Page 48

    14.8 Dematerialization of shares and liquidity The equity shares of the Company are tradeable under compulsory demat mode. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s shares is INE881D01027. As on March 31, 2020, 99.75% of the equity shares of the Company were held in electronic form and 99.81% of the shareholders held equity shares in electronic form. 14.9 Outstanding GDRs / ADRs / warrants / any convertible instruments, conversion date and likely impact on equity Not Applicable - the Company has not issued any GDRs / ADRs / Warrants or any convertible instruments. 14.10 Commodity price risk or foreign exchange risk and hedging activities The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not applicable. For details on foreign exchange risk and hedging activities, please refer to Management's Discussion and Analysis Report that forms part of the Annual Report. 14.11 Plant locations In view of the nature of the Company’s business, viz., Information Technology Services and Information Technology enabled services, the Company operates from various offices in India and abroad. 14.12 Address for correspondence The Company Secretary and Compliance Officer Oracle Financial Services Software Limited Oracle Park, Off Western Express Highway Goregaon (East), Mumbai 400063 Maharashtra, India Tel. no. +91 22 6718 3000 Fax no. +91 22 6718 3001 Email: investors-vp-ofss_in_grp@oracle.com Website: www.oracle.com/financialservices CIN: L72200MH1989PLC053666 The addresses of other offices of the Company and its subsidiaries are mentioned in the corporate information section of the Annual Report. 14.13 Credit rating The Company does not carry any debt and is not required to obtain a credit rating. 15. Other disclosures a. There are no materially significant related party transactions that may have potential conflict with the interests of the Company at large. b. The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years. c. The Company has a Whistle Blower mechanism which provides adequate safeguards to employees who wish to raise concerns about violations of the Code of Ethics and Business Conduct, incorrect or misrepresentation of any financial statements and reports, unethical behavior, etc. No person has been denied access to the Audit Committee. d. The policy for determining material subsidiaries is disclosed on the Company’s website at: http://www.oracle.com/us/industries/financial-services/policy-determining-material-2615655.pdf e. The related party transactions policy as approved by the Board is available on the Company’s website at: http://www.oracle.com/us/industries/financial-services/ofss-party-transactions-policy-2288144.pdf f. The Company does not undertake any trading in commodities. g. The Company has not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the Listing Regulations. h. A certificate from Mr. Prashant Diwan, Practicing Company Secretary, has 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 Directors of the Company by the SEBI, Ministry of Corporate Affairs (MCA) or any such statutory authority. 47


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    i. M/s. Mukund M. Chitale & Co., Chartered Accountants (Firm Registration no. 106655W), are the Statutory Auditors of the Company. The details of Statutory Auditors’ fees for the financial year 2019-20, on a consolidated basis, are given below: Particulars Amounts (₹ in million) Statutory Audit Fees * 16.88 Others 0.14 Total 17.02 *Includes audit and audit related services. j. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: Particulars No. of Cases Number of complaints filed during the financial year 2019-20 3 Number of complaints disposed of during the financial year 2019-20 2 Number of complaints pending as at the end of the financial year 2019-20 * 1 *The complaint was resolved on April 15, 2020. k. The Company is compliant with the applicable mandatory requirements of Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations. The Company has also complied with the requirements of the Corporate Governance Report as provided in Part C of Schedule V of sub-regulations (2) to (10) of the Listing Regulations. l. Unclaimed Dividend: Pursuant to Sections 124 and 125 and other applicable provisions, if any, of the Companies Act, 2013, any money transferred to unpaid dividend account which is not encashed / claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (“IEPF”) Authority. The Company has uploaded the details of unpaid / unclaimed amounts lying with the Company as on March 31, 2020 on the Company’s website at www.oracle.com/financialservices and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in. m. Unclaimed Shares: In terms of Part C of Schedule V of the Listing Regulations, there are no shares outstanding in demat suspense account/ unclaimed suspense account of the Company. 16. Discretionary requirements as specified in Part E of Schedule II of the listing regulations: a. Separate posts of Chairperson and Chief Executive Officer: the Chairperson of the Board is a Non-Executive Director and his position is separate from that of the Managing Director and Chief Executive Officer of the Company. b. The Statutory Auditors have issued unmodified audit opinion / report for the financial year 2019-20. c. The Internal Auditor of the Company reports to the Audit Committee. Oracle Financial Services Software – Annual Report 2019-20


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    CEO & CFO Certificate May 14, 2020 The Board of Directors Oracle Financial Services Software Limited Mumbai CEO & CFO Compliance Certificate pursuant to Regulation 17(8) and Part B of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 We the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Oracle Financial Services Software Limited (“the Company”), certify that: A. We have reviewed the financial statements and the cash flow statement of the Company for the quarter and year ended on March 31, 2020 and that to the best of our knowledge and belief state that: 1. These statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading; 2. These statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations. B. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during the quarter and year ended on March 31, 2020 are fraudulent, illegal or violative of the Company’s code of conduct. C. We are responsible for establishing and maintaining internal controls for financial reporting and evaluating the effectiveness of the internal control systems over the financial reporting of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. D. We have indicated, to the auditors and the Audit Committee: 1. Significant changes in internal control over financial reporting during the quarter and year ended on March 31, 2020; 2. Significant changes in accounting policies during the quarter and year ended on March 31, 2020; and that the same have been disclosed in the notes to the financial statements; and 3. Instances of significant fraud, of which we have become aware and the involvement therein of the management or an employee having a significant role in the Company’s internal control system over financial reporting. For Oracle Financial Services Software Limited Chaitanya Kamat Makarand Padalkar Managing Director & CEO Whole-time Director & Chief Financial Officer DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and Senior Management Personnel have confirmed compliance with the Code of Ethics and Business Conduct for the financial year ended March 31, 2020. For Oracle Financial Services Software Limited Chaitanya Kamat Managing Director & CEO Mumbai, May 14, 2020 49

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