Key Resolutions for Shareholder Approval

The company seeks approval for two ordinary resolutions through remote e-voting:

1. Appointment of Mr. Avadhut Ketkar (DIN: 02353654) as Managing Director and Chief Executive Officer for a term of 3 consecutive years from July 24, 2026 to July 23, 2029

  • Remuneration package: Gross salary scale of ₹1.40 crore to ₹2.80 crore per annum inclusive of perquisites and allowances
  • Perquisites include: House Rent Allowance, hospitalization insurance coverage, leave travel concession/allowance, personal accident insurance, group term life insurance, and other benefits
  • Additional benefits: Earned/privilege leave, company's contribution to provident fund and superannuation fund, gratuity, encashment of leave
  • Annual bonus payable as decided by Board or Nomination and Remuneration Committee
  • Eligibility for employee stock options as decided by Board or Nomination and Remuneration Committee
  • Minimum remuneration provision if company incurs losses or has inadequate profits in any financial year closing on or after March 31, 2027

2. Appointment of Mr. Andrew Mark Morawski (DIN: 11775252) as Non-Executive, Non-Independent Director

  • Will not draw any remuneration from the company
  • Liable to retire by rotation

Director Background Information

Mr. Avadhut Ketkar:

  • Age: 59 years
  • Qualifications: Chartered Accountant and law graduate from Mumbai University
  • Experience: Finance, secretarial and legal functions
  • Date of first appointment: July 24, 2026
  • Shareholding: 37,163 shares as of August 24, 2026
  • Committee memberships: Corporate Social Responsibility Committee, ESOP Allotment Committee, Risk Management Committee, Stakeholders' Relationship Committee
  • Committee chairmanship: Business Responsibility Committee

Mr. Andrew Mark Morawski:

  • Age: 54 years
  • Qualifications: IT professional with over 25 years of experience
  • Current role: Executive Vice President of Global Field Operations at Oracle
  • Experience: Enterprise software, telecommunications, and technology
  • Date of first appointment: July 22, 2026
  • Shareholding: Nil as of August 24, 2026
  • Other directorship: Empire Arts Foundation
  • Attendance: 1 out of 1 board meetings attended

Voting Details

  • Cut-off date: August 28, 2026 (for determining voting eligibility)
  • Remote e-voting period: September 3, 2026 (9:00 AM IST) to October 2, 2026 (5:00 PM IST)
  • Service provider: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: M/s. P. Diwan & Associates, Company Secretaries (Firm Registration Number P2015MH041400)
  • Results declaration: On or before October 6, 2026

Document Availability

The notice is available on:

  • Company website: https://investor.ofss.oracle.com
  • BSE website: www.bseindia.com
  • NSE website: www.nseindia.com
  • CDSL website: https://www.evotingindia.com

Additional Information

  • Both directors were initially appointed as Additional Directors on July 22-24, 2026, subject to shareholder approval
  • The company has received necessary consents and declarations from both directors
  • No other directors or key managerial personnel are interested in these resolutions
  • Relevant documents are available for electronic inspection during business hours until closure of remote e-voting period