Meeting Details

The 37th Annual General Meeting was held on Thursday, July 23, 2026 at 3:00 P.M. IST virtually in compliance with regulatory guidelines. The meeting was chaired by Jane Murphy, Chairperson of the Board.

Attendance

Board Members Present:

  • Jane Murphy - Chairperson of the Board, Chairperson of Stakeholders Relationship Committee, member of Audit Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee
  • Mrugank Paranjape - Independent Director, chairperson of Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and ESOP Allotment Committee
  • Kavita Venugopal - Independent Director, member of Audit Committee, Risk Management Committee, and ESOP Allotment Committee
  • Simon de Montfort Walker - Non-executive, non-independent director (joined February 2026), member of Nomination and Remuneration Committee
  • Kimberly Woolley - Non-executive, non-independent director, Chairperson of Corporate Social Responsibility Committee, member of Stakeholders Relationship Committee
  • Nian Nian Yuan - Non-executive, non-independent director
  • Gopala Ramanan Balasubramaniam - Non-independent, non-executive director, member of ESOP Allotment Committee
  • Andrew Morawski - Non-executive, non-independent additional director (appointed July 22, 2026)

Management Present:

  • Makarand Padalkar - Managing Director and Chief Executive Officer (until July 23, 2026)
  • Avadhut Ketkar (Vinay) - Chief Financial Officer (until July 23, 2026), appointed Managing Director and CEO effective July 24, 2026
  • Onkarnath Banerjee - Company Secretary & Compliance Officer

Financial Performance Highlights (FY 2025-26)

  • Revenue: ₹76.7 billion, representing 12% growth
  • Net Income: ₹26.4 billion, representing 11% growth
  • Net Margin: 34%
  • Operating Margin: 44% (industry-leading)
  • Return on Equity: 33% (consolidated), 38% (unconsolidated)
  • R&D Spend: Approximately 10% of total revenue

Dividend Declaration

The Board declared two interim dividends during the year totaling ₹400 per equity share of ₹5 each:

  • First interim dividend: ₹130 per equity share
  • Second interim dividend: ₹270 per equity share

Leadership Changes

Effective July 23, 2026:

  • Makarand Padalkar stepped down as Managing Director and CEO as part of retirement plans, will continue to assist with transition

Effective July 24, 2026:

  • Avadhut Ketkar (Vinay) appointed as Managing Director and CEO, transitioning from CFO role
  • Manish Bhandari (Chief Accounting Officer) appointed as Chief Financial Officer

Board Composition Changes

New Appointments since last AGM:

  • Simon de Montfort Walker (February 2026)
  • Andrew Morawski (July 22, 2026)
  • Avadhut Ketkar (effective July 24, 2026)

Departures:

  • Vincent Secondo Grelli
  • Harinderjit Singh
  • Makarand Padalkar (stepped down as director)

Business Strategy and AI Focus

The company emphasized its AI-first strategy across banking solutions:

  • Developing AI-ready architecture with deep domain expertise in banking and financial services
  • Creating AI agents that understand banking domain with specialized orchestration capabilities
  • Implementing robust governance framework with controls, transparency, and auditability
  • Example: Using AI agents to simulate bad actors for training financial crime detection systems
  • Internal deployment of AI across operations to improve efficiency

Market Position and Recognition

  • Solutions support financial institutions across the globe enabling mission-critical banking operations
  • Received recognition from IDC MarketScape, Chartis, and Celent across multiple solution areas including AI-enabled trade finance, loan origination, digital core banking, limits and collateral management, and risk management
  • Cloud business growing and reported as part of product business segment

Customer Concentration

  • 51% of revenue comes from a single customer (Oracle Corporation) through which products and services are sold to end users globally
  • This metric is recognized as per accounting standards

Cash Management and Investments

  • Company follows conservative philosophy for surplus funds
  • Investments primarily in short-term (under one year) time deposits/fixed deposits with well-known and highly rated Indian and foreign banks

Foreign Exchange Risk Management

  • Company uses forward currency contracts to hedge foreign currency risk

Capital Expenditure

  • Primarily invested in upgrading IT equipment based on evolving business requirements, technological changes, and operational needs
  • Investments ensure IT infrastructure remains secure, reliable, and capable of supporting current and future business operations
  • Upgrade requirements evaluated continuously based on business impact, performance needs, and cost effectiveness

CSR and ESG Initiatives

  • CSR philosophy focused on creating meaningful social impact through education, environment protection, and community enrichment including healthcare support
  • Works with nonprofit organizations and implement partners
  • Sustainability initiatives include analytical solutions that help customers measure, monitor, and report ESG-related parameters
  • Business Responsibility and Sustainability Report (BRSR) available on company website

Shareholder Q&A Highlights

Questions raised included:

  • AI spending and impact on business
  • Revenue breakdown between banking and analytics solutions
  • Cloud vs on-premise revenue differentiation (15% from licenses includes on-premise, subscription, and cloud offerings)
  • Margin profiles across different revenue streams (licenses, maintenance, consulting)
  • Capex plans for cloud and AI adoption
  • Customer concentration risk mitigation
  • Attrition rates and headcount
  • Dividend policy and future corporate actions
  • CSR spending details and committee composition
  • IEPF process and nodal officer (Company Secretary Onkarnath Banerjee)
  • Strategic transaction announced in March 2026 (completed during last quarter)

Resolutions Presented

Ordinary Business:

1. Adoption of audited standalone and consolidated financial statements for FY ended March 31, 2026

2. Confirmation of interim dividends totaling ₹400 per equity share as final dividend for FY ended March 31, 2026

3. Reappointment of Kimberly Woolley who retires by rotation

4. Reappointment of Gopala Ramanan Balasubramaniam who retires by rotation

Special Business:

5. Payment of commission to directors (excluding MD and whole-time director) not exceeding 1% of net profits per financial year for five years commencing April 1, 2027 to March 31, 2032

Voting Process

  • Remote e-voting facility was available until meeting conclusion
  • Results to be posted on company website, NSDL website, and stock exchange websites within two working days