Financial year 2024-25

Dear Members,

The Directors present their report on the business and operations of Oracle Financial Services Software Limited (“Company”) along with the Annual Report and audited financial statements for the financial year 2024-25.

As per Consolidated financial statements: (Amounts in f million)

As per Standalone financial statements:

On a consolidated basis, the Company's revenue stood at f 68,468 million during the current financial year, up 7% compared to f 63,730 million of the previous financial year. The net income for the current financial year was f 23,796 million, up 7% compared to f 22,194 million of the previous financial year. On a standalone basis, the Company's revenue stood at f 50,991 million during the current financial year, increase of 7% compared to f 47,845 million of the previous financial year. The net income for the current financial year was f 33,507 million, up 65% compared to f 20,279 million of the previous financial year.

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

The Board of Directors of the Company ("the Board") declared an interim dividend of f 265 per equity share of f 5 each on April 25, 2025, for the financial year ended March 31, 2025. They have not recommended any additional final dividend for the financial year 2024-25.

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

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

During the financial year 2024-25, the Company issued and allotted 191,445 equity shares of face value of f 5 each to the employees and Directors of the Company and its subsidiaries who exercised their stock options under the prevailing Employee Stock Option Scheme of the Company. As a result, the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025 was f 434,315,505 divided into 86,863,101 equity shares of face value of f 5 each.

Pursuant to Section 92(3) read with 134(3)(a) of the Act, the Annual Return (in e-form MGT-7) for the financial year ended March 31, 2025 is available on the Company's website at https://investor.ofss.oracle.com.

Mr. Harinderjit Singh (DIN: 06628566) and Mr. Makarand Padalkar (DIN: 02115514), Directors of the Company, would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The resolutions seeking the Members' approval for their re-appointment along with other required details forms part of the Notice.

On April 6, 2025, on the recommendation of the Nomination and Remuneration Committee and the Board, the Members of the Company approved through a postal ballot the appointment of Ms. Kavita Venugopal (DIN: 07551521) as a Non-Executive, Independent Director, not liable to retire by rotation, for a term of five consecutive years with effect from March 3, 2025 up to March 2, 2030. In the opinion of the Board, Ms. Venugopal possess requisite integrity, expertise, experience and proficiency.

Mr. Sridhar Srinivasan (DIN: 07240718), Independent Director of the Company, retired as a Director and member/ chairperson of the Board and a number of Committees of the Board, on completion of his tenure with effect from close of business hours of March 31, 2025. The Board places on record its appreciation for the contributions made by him during his tenure with the Company.

Mr. Yong Meng Kau (DIN: 08234739), Non-Executive, Non-Independent Director of the Company, resigned from the Board with effect from close of business hours of May 30, 2025. The Board places on record its appreciation for the contributions made by him as a member of the Board.

On the recommendation of the Nomination and Remuneration Committee, Mr. Nian Nian Yuan (DIN: 11107498), has been appointed by the Board as an Additional Director of the Company with effect from June 11, 2025 in the capacity of Non-Executive, Non-Independent Director, liable to retire by rotation, subject to approval of the Members of the Company. The resolution seeking the Members' approval for his appointment as a Director of the Company forms part of the Notice.

All the Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149 of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Independent Directors have registered their names in the Independent Directors' Databank as per Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

Pursuant to the provisions of Section 203 of the Act, Mr. Makarand Padalkar, Managing Director and Chief Executive Officer, Mr. Avadhut Ketkar, Chief Financial Officer and Mr. Onkarnath Banerjee, Company Secretary and Compliance Officer were the Key Managerial Personnel of the Company as on March 31,2025. During the year, there were no changes to the Key Managerial Personnel.

Seven meetings of the Board were held during the financial year 2024-25. For details of the meetings of the Board, please refer to the Corporate Governance Report which is a part of this Annual Report.

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

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

All related party transactions entered into by the Company during the financial year 2024-25 were at an arm's length basis and in the ordinary course of business. Form AOC-2 as required under the Act is enclosed as Annexure 1 to this report.

The Management's discussion and analysis report for the financial year 2024-25 as stipulated under Regulation 34 of the Listing Regulations forms a part of this Annual report.

The Risk Management Committee of the Board frames, reviews and monitors implementation of risk management policy for the Company and ensure its effectiveness. The Committee periodically reviews the Risk Management Policy by considering the changing industry dynamics and evolving complexities. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the Company are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management plan have been covered in the Management's discussion and analysis report that forms a part of this Annual Report.

Pursuant to the provisions of the Act and Listing Regulations, annual evaluation of the performance of the individual Directors, the Board as a whole and its Chairperson was conducted. Various parameters such as knowledge and expertise of

directors, their attendance, information sharing, functioning, effectiveness of meetings/processes, etc. were assessed. The Board evaluation report for the financial year 2024-25 was adopted at the Board Meeting held on March 26, 2025.

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

Pursuant to provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form AOC-1 forms a part of the financial statements of the Company.

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

Research and development (R&D) is essential for driving innovation and helping the Company gain an edge in the market. Because of its investments in R&D, the Company continues to be the leader in a dynamic and ever-evolving space and be relevant to the global financial services industry. The Company's dedicated in-house R&D centers have produced a number of IT products that are used by banks in more than 150 countries around the world for running their critical operations, and helping them gain an edge in their business. The investment the Company makes in building applications, coupled with access to Oracle's technology, provides a unique competitive edge to its offerings.

During the financial year 2024-25, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act, and as such, no amount of principal or interest on deposits was outstanding as of the date of the Balance Sheet.

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 a part of this Annual Report. A certificate from Mr. Diwan has also been received stating that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company by the SEBI, MCA or any such statutory authority.

In terms of Section 204 of the Act and the Rules made thereunder, the Board had appointed Mr. Prashant Diwan, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out secretarial audit for the financial year 2024-25. The Secretarial Audit report in Form MR-3 is annexed as Annexure 2 to this report. The Secretarial Audit report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the Listing Regulations read with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and on recommendation of the Audit Committee, the Board of Directors at its meeting held on June 11, 2025 has approved appointment of M/s P. Diwan & Associates, Practicing Company Secretaries (Firm Registration Number - MU000011288) as Secretarial Auditors for a period of five consecutive years commencing from the financial year 2025-26 till financial year 2029-30. The resolution seeking the Members' approval for the appointment of Secretarial Auditor of the Company forms part of the Notice.

BRSR along with Independent Assurance Statement on BRSR Core indicators pursuant to the Listing Regulations for the financial year 2024-25 that forms part of this Annual Report has been hosted on the Company's website at https://investor.ofss.oracle.com.

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

Pursuant to ESOP scheme approved by the Members of the Company, below are the details of issue of Options to the employees and directors of the Company and its subsidiaries:

The summary of the options and/or OFSS Stock Units (“OSUs”) granted under the Scheme 2002, Scheme 2010, Scheme 2011 and Scheme 2014 to eligible employees / Directors of the Company and its subsidiaries in conformation to applicable regulations from time to time till March 31, 2025, is given below:

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

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

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

The details of OSUs granted to Directors and Senior Management under Scheme 2014 during the financial year ended March 31, 2025 are as follows:

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

The reported profit for the financial year 2024-25 is after considering the cost of employee stock compensation of f 858 million using fair value method on options / OSUs.

The weighted average share price for the year over which options / OSUs were exercised was f 10,036. Money realized was f 128 million on allotment of 191,445 fresh equity shares as a result of exercise of options / OSUs during the financial year 2024-25. The Company has recovered from the employees / Directors the perquisite tax applicable on exercise of options / OSUs. The weighted average fair value of OSUs granted during the year was f 11,145 calculated as per the Black Scholes valuation model, with details of features incorporated, as stated in 28 (b) in the notes to accounts of the standalone financials.

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (“IEPF Rules”), all unpaid or unclaimed dividends, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are required to be transferred by the Company to the IEPF. The details of unpaid / unclaimed amounts lying with the Company as on March 31, 2025 and the shares transferred to IEPF are available on the Company's website at https://investor.ofss.oracle.com and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

The Company is committed to fostering a positive, engaging and inclusive work environment that aligns with its strategic goals. The employees are the most valuable asset of the Company and it invests in their growth by building capabilities across diverse areas. By continually attracting, developing, and retaining talent, the Company strengthens its competitive advantage and adapts to evolving business landscape. The focus remains on cultivating a collaborative and inclusive culture supported by effective talent management systems, ensuring an enriching career experience for all employees.

As of March 31,2025, the Company had 8,887 employees (March 31, 2024 - 8,754) including employees of the subsidiaries.

The Company has policies prohibiting any kind of harassment, including sexual harassment, or discrimination. Employee safety, health and open culture is of paramount importance and the Company is committed to providing a safe and respectful work environment that is free from harassment or discrimination irrespective of background of the employees. The Company has Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Frequent communication of this policy is done through various programs. The Company has setup Internal Complaints Committee at every location where it operates in India as per the regulations to redress and resolve any complaints arising under the POSH Act.

The details of complaints pertaining to sexual harassment filed, disposed of and pending resolution during the financial year are provided in the Corporate Governance report which is a part of this Annual Report.</p>

Corporate social responsibility

The Company has constituted a Corporate Social Responsibility (“CSR”) Committee in accordance with the provisions of the Act. The details of the CSR Committee are provided in the Corporate Governance Report which is a part of this Annual Report.

Pursuant to Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the CSR activities for the financial year ended March 31, 2025 is annexed as Annexure 3 to this report.

The Board has adopted adequate policies and procedures as a part of Internal Financial Controls that are commensurate with the size, scale and complexity of the Company's operations. Such policies and procedures ensure orderly and efficient conduct of business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

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

As required under Section 134(5) of the Act, for the financial year ended on March 31,2025, the Directors hereby confirm that:

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

b. the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

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

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

During the year under review, 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.

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

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

The Company regularly strives to utilize newer technologies with a view to conserve energy and create an environmentally friendly ecosystem. The initiatives taken by the Company are summarized below:

Network: The Company continues to invest in upgrading and modernizing its networks thereby increase uptime of the network infrastructure, increase capacity and enable greater collaboration. Network infrastructure is being migrated to the next generation cloud platform and network tooling; processes are being made seamless between the applications and the cloud platforms thereby enabling unified operational process, while securing the network infrastructure to provide a secure remote computing environment for the Company's employees and customers.

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

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

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

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

(Amounts in f million)

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

The banking and financial services industry is a significant transformation, driven by the disruptive technologies and new age customers who have very different needs and expectations. The consumption pattern of technology over a more standardized cloud service opens up lot of opportunities for the banks to undertake progressive transformation that address specific areas. The regulatory pressures that require more invasive approach is also influencing the need investment in new-age technologies. Such technologies also open up opportunities for the bank to generate newer insights in their business that help uncover new opportunities. To succeed in this complex landscape, financial institutions need to demonstrate agility and innovation while undertaking digital transformation, and deal with the competition from non-banking players.

Your Company is at the forefront of developing state-of-the-art solutions that enhance customer experience, improve operational efficiency, and enable better risk & compliance management for financial institutions. Our cloud-native platforms with embedded Artificial Intelligence (AI) and Machine Learning (ML), empower banks and financial institutions to scale efficiently and become agile in delivering to the changing customer expectations.

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

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given below:

For statistically relevant computation of median value of employee remuneration, employees who have served the entire 12 months in the corresponding fiscal year were considered. The expression “median” means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers is found by arranging all the observations from lowest value to highest value and picking the middle one; and if there is an even number of observations, the median is the average of the two middle values. The remuneration used for the analysis in this section includes the details of employees and only of those Directors to whom the remuneration has been paid by the Company and excludes remuneration of the employees of overseas branches, subsidiaries, and the (perquisite) value of the difference between the fair market value and the exercise price on the date of exercise of options, to make the comparisons relevant.

-1%.

8,045 as on March 31, 2025.

During the financial year 2024-25, the average remuneration of employees other than the key managerial personnel increased by 6% over the previous year. During the same period, average remuneration of the key managerial personnel increased by 12%.

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

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

The Directors place on record their sincere appreciation for the continued support and co-operation received during the year by the Company from its stakeholders, customers, members, vendors, bankers, stock exchanges, regulatory authorities and all other stakeholders. The Directors also wish to thank the Government of India, the State Governments in the jurisdictions it operates and their various agencies and departments. The Directors 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 look forward to the long-term future with confidence.

[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.

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2025, which were not at arm's length basis.

There were no material contracts or arrangements or transactions entered into during the year March 31,2025.

[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 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 31^st March, 2025 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 31^st March, 2025 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 and Sweat Equity) Regulations, 2021; 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;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

(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 (Buy-back 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, if any, 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.

Pursuant to section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014

1. A brief outline of the CSR Policy of the Company

The Company's CSR policy aims to advance education, protect the environment, and strengthen communities. The purpose of such initiatives is to help create inclusive growth and equitable development. The Company awards grants to nonprofit and nongovernmental organizations and other implementation partners to carry out CSR initiatives. During the financial year 2024-25, the Company directed its CSR efforts to support community engagements; strengthening water, sanitation and hygiene (WASH) Infrastructure at schools and underserved communities; providing scholarships to young women pursuing higher education in science & technology; and to build digital, life and STEM skills, and empowering underserved young girls through socio-emotional and leadership development.

The Company has offices in major metro cities in certain states which generally have better and more developed social and livelihood facilities as compared to non-metro cities or the rest of India. Therefore, the Company believes in adopting a broader geographical coverage for its CSR programs to deliver interventions where the need is higher.

2. Composition of CSR Committee

As on March 31,2025, following was the composition of the CSR Committee

3. Provide the web link(s) where the Composition of the CSR committee, CSR Policy, and CSR projects approved by the board are disclosed on the website of the company:

Composition of the CSR committee - https://www.oracle.com/industries/financial-services/ofss/governance

CSR policy - https://www.oracle.com/a/ocom/docs/industries/financial-services/ofss-social-responsibility.pdf

CSR Projects - https://www.oracle.com/a/ocom/docs/industries/financial-services/list-of-approved-csr-projects-fy2024-25.pdf

4. Provide the executive summary along with web link(s) of the Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:

The Impact Assessment report for the projects completed as of March 31, 2023 is available at https://www.oracle.com/a7 ocom/docs/industries/financial-services/impact-assessment-report-csr-projects-completed-fy2023.pdf

(e) CSR amount spent or unspent for the financial year:

(f) Excess amount for setoff, if any:

Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No.

If yes, enter the number of Capital assets created/acquired: Not Applicable.

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135: Not applicable.