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Infosys Ltd.

BSE: 500209 Sector: IT
NSE: INFY ISIN Code: INE009A01021
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OPEN 1165.00
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VOLUME 14592
52-Week high 1220.00
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P/E 15.97
Mkt Cap.(Rs cr) 255,051
Buy Price 1168.70
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Sell Qty 5.00
OPEN 1165.00
CLOSE 1160.90
VOLUME 14592
52-Week high 1220.00
52-Week low 861.50
P/E 15.97
Mkt Cap.(Rs cr) 255,051
Buy Price 1168.70
Buy Qty 59.00
Sell Price 1169.15
Sell Qty 5.00

Infosys Ltd. (INFY) - Director Report

Company director report

Dear members

The Board of Directors hereby submits the report of the business and operations of yourCompany (‘the Company' or ‘Infosys') along with the audited financialstatements for the financial year ended March 31 2017. The consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.

1. Results of our operations

Particulars

Standalone

Consolidated

2017 2016 2017 2016
Revenue from operations 59289 53983 68484 62441
Cost of sales 37057 33409 43253 39098
Gross profit 22232 20574 25231 23343
Operating expenses
Selling and marketing expenses 2728 2695 3591 3431
General and administration expenses 3628 3285 4739 4292
Total operating expenses 6356 5980 8330 7723
Operating profit 15876 14594 16901 15620
Other income net 3062 3006 3080 3123
Profit before non-controlling interests / share in net loss of associate 18938 17600 19981 18743
Share in net loss of associate and others - - (30) (3)
Profit before tax 18938 17600 19951 18740
Tax expense 5120 4907 5598 5251
Profit after tax 13818 12693 14353 13489
Non-controlling interests - - ^ - -
Profit for the period 13818 12693 14353 13489
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss (47) (2) (50) (12)
Items that will be reclassified subsequently to profit or loss 29 - (228) 303
Total other comprehensive income net of tax (18) (2) (278) 291
Total comprehensive income 13800 12691 14075 13780
Retained earnings - opening balance 44698 40065 47063 41606
Add:
Profit for the period 13818 12693 14353 13489
Transfer from Special Economic Zone Re-investment Reserve on utilization (1) 953 591 953 591
Less:
Dividends including dividend tax (6980) (6843) (6952) (6814)
Transfer to general reserve (1579) (1217) (1582) (1217)
Transfer to other reserve (2) - - - (1)
Transfer to Special Economic Zone Re-investment Reserve (1) (953) (591) (953) (591)
Retained earnings - closing balance 49957 44698 52882 47063
Earnings per share (EPS) (3)
Basic 60.16 55.26 62.80 59.02
Diluted 60.15 55.26 62.77 59.02

Notes :The above figures are extracted from the standalone and consolidated financialstatements as per Indian Accounting Standards (Ind AS). For the purposes of transition toInd AS the Company has followed the guidance prescribed in Ind AS 101 First-TimeAdoption of Indian Accounting Standards with April 12015 as the transition date andIGAAP as the previous GAAP.

1 crore = 10 million

(1) The Special Economic Zone (SEZ) Re-investment Reserve has been createdout of the profit of eligible SEZ units in terms of the provisions of Section 10AA(1)(ii)of the Income-tax Act1961. The reserve should be utilized by the Company for acquiringnew plant and machinery for the purpose of its business in the terms of Section 10AA(2) ofthe Income-tax Act 1961.

(2) Under the Swiss Code of Obligation a few Infosys Consulting Holding AG(formerly Lodestone Holding AG) subsidiaries are required to appropriate a certainpercentage of the annual profit to legal reserve which may be used only to cover thelosses or for measures designed to sustain the Company through difficult times to preventunemployment or to mitigate its consequences. (3) Equity shares are at parvalue of Rs. 5 per share.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act

2013 read with Rule 7 of the Companies (Accounts) Rules

2014. For the Infosys group Ind AS is applicable from April 1 2016 with a transitiondate of April 1 2015 and IGAAP as the previous GAAP.

The following are the areas which had an impact on account of transition to Ind AS :

• Business combinations including recording of intangibles and deferred taxes andaccounting for common control transactions

• Fair valuation of certain financial instruments

• Employee costs pertaining to defined benefit obligations

• Discounting of certain long-term liabilities

• Share-based payments

The reconciliations and descriptions of the effect of the transition from IGAAP to IndAS have been provided in Note 2.2 in the notes to accounts in the standalone andconsolidated financial statements.

Revenues - standalone

Our revenue from operations on a standalone basis increased to Rs. 59289 crore fromRs. 53983 crore in the previous year at a growth rate of 9.8%. Our software exportrevenues aggregated to Rs. 57491 crore up by 9.1% from Rs. 52709 crore in the previousyear. Out of the total revenue 65.1% came from North America 22.0% from Europe 3.0%from India and 9.9% from the Rest of the World. On a standalone basis our share ofrevenues from all parts of the world outside North America has increased to 34.9% in thecurrent year from 34.0% in the previous year.

Revenues - consolidated

Our revenue from operations on a consolidated basis increased to Rs. 68484 crore fromRs. 62441 crore in the previous year at a growth rate of 9.7%. Our software exportrevenues aggregated to Rs. 66304 crore up by 9.0% from Rs. 60818 crore in the previousyear. Out of the total revenue 61.9% came from North America 22.5% from Europe 3.2%from India and 12.4% from the Rest of the World. On a consolidated basis our share ofrevenues from all parts of the world outside North America increased to 38.1% in thecurrent year from 37.3% in the previous year.

Profits - standalone

Our gross profit on a standalone basis amounted to Rs. 22232 crore (37.5% of revenue)as against Rs. 20574 crore (38.1% of revenue) in the previous year. Sales and marketingcosts were 4.6% of our revenue for the year ended March 31 2017 as compared to 5.0% forthe year ended March 31 2016. General and administration expenses were 6.1% of ourrevenues each during the current and previous years. The operating profit amounted to Rs.15876 crore (26.8% of revenue) as against Rs. 14594 crore (27.0% of revenue) in theprevious year. The profit before tax was Rs. 18938 crore (31.9% of revenue) as againstRs. 17600 crore (32.6% of revenue) in

the previous year. Net profit was Rs. 13818 crore (23.3% of revenue) as against Rs.12693 crore (23.5% of revenue) in the previous year.

Profits - consolidated

Our gross profit on a consolidated basis amounted to Rs. 25231 crore (36.8% ofrevenue) as against Rs. 23343 crore (37.4% of revenue) in the previous year. Sales andmarketing costs were 5.2% of our revenue for the year ended March 31 2017 as compared to5.5% for the year ended March 31 2016. General and administration expenses were 6.9% ofour revenues each during the current and previous years. The operating profit amounted toRs. 16901 crore (24.7% of revenue) as against Rs. 15620 crore (25.0% of revenue) in theprevious year. The profit before tax was Rs. 19951 crore (29.1% of revenue) as againstRs. 18740 crore (30.0% of revenue) in the previous year. Net profit was Rs. 14353 crore(21.0% of revenue) as against Rs. 13489 crore (21.6% of revenue) in the previous year.

Capital expenditure on tangible assets - standalone

This year on a standalone basis we capitalized Rs. 1817 crore. This comprises Rs.654 crore for investment in computer equipment Rs. 6 crore in vehicles and the balanceof Rs. 1157 crore in infrastructure.

In the previous year we capitalized '2163 crore. This comprised Rs. 945 crore forinvestment in computer equipment Rs. 5 crore in vehicles and the balance of Rs. 1213crore in infrastructure.

Capital expenditure on tangible assets - consolidated

On a consolidated basis we capitalized Rs. 2799 crore. During the current year Rs.800 crore has been invested in computer equipment Rs. 8 crore in vehicles and thebalance of Rs. 1991 crore in infrastructure.

In the previous year we capitalized Rs. 2379 crore including assets having grossbook value of Rs. 4 crore taken over on acquisitions. This comprised Rs. 1105 crore forinvestment in computer equipment Rs. 6 crore in vehicles and the balance of Rs. 1268crore in infrastructure.

Liquidity

We continue to be debt-free and maintain sufficient cash to meet our strategic andoperational requirements. We understand that liquidity in the Balance Sheet has to balancebetween earning adequate returns and the need to cover financial and business risks.Liquidity enables us to be agile and ready for meeting unforeseen business needs. Webelieve that our working capital is sufficient to meet our current requirements. As onMarch 31 2017 on a standalone basis we had liquid assets (includes cash and cashequivalents and investments other than investments in unquoted equity and preferencesecurities convertible promissory note and others) of Rs. 34561 crore as against Rs.30711 crore at the previous year end. On a consolidated basis we had liquid assets ofRs. 38773 crore at the current year end as against Rs. 34371 crore at the previousyear-end. These funds comprise deposits with banks and highly-rated

financial institutions liquid mutual funds including investment in fixed maturityplan securities tax-free bonds government bonds non-convertible debentures ofhighly-rated companies and certificates of deposit (CDs). CDs represent marketablesecurities of banks and eligible financial institutions for a specified time period withhigh credit rating given by domestic credit rating agencies. The details of theseinvestments are disclosed under the ‘non-current and current investments' section inthe standalone and consolidated financial statements in this Annual Report.

Appropriations

Dividend

The Board in its meeting held on October 14 2016 declared an interim dividend of Rs.11.00 per equity share. Further the Board in its meeting held on April 13 2017 hasrecommended a final dividend of Rs. 14.75 per equity share for the financial year endedMarch 31 2017. The proposal is subject to the approval of shareholders at the ensuingAnnual General Meeting (AGM) to be held on June 24 2017. The total dividend declared(excluding dividend tax) for the current year is Rs. 5915 crore as against Rs. 5570crore in the previous year. Dividend (including dividend tax) as a percentage ofconsolidated net profit after tax is 49.6% as compared to 49.7% in the previous year.

The Register of Members and Share Transfer Books will remain closed on June 3 2017 forthe purpose of payment of the final dividend for the financial year ended March 31 2017and the AGM. The AGM is scheduled to be held on June 24 2017.

Bonus shares

During the current year there has been no change in the capital structure. During theprevious year the Company had allotted 1148472332 fully-paid-up equity shares of facevalue Rs. 5 each to the shareholders of the Company in proportion of 1:1 and consequentlythe number of shares increased from 1148472332 to 2296944664.

Particulars of loans guarantees or investments

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.

Transfer to reserves

We propose to transfer Rs. 1382 crore to the general reserve on account of declarationof dividend at both standalone and consolidated levels.

Fixed deposits

We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure2 to the Board's report.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

• The Board at its meeting held on April 13 2017 approved the followingpolicies :

Capital Allocation Policy : The Board reviewed and approved the Capital AllocationPolicy of the Company after taking into consideration the strategic and operational cashrequirements of the Company in the medium term. The key aspects of the Capital AllocationPolicy are : The Company's current policy is to pay dividends of up to 50% of the post-taxprofits of the fiscal. Effective fiscal 2018 the Company expects to pay out up to 70% ofthe free cash flow of the corresponding fiscal in such manner (including by way ofdividend and / or share buyback) as may be decided by the Board from time to time subjectto applicable laws and requisite approvals if any. Free cash flow is defined as net cashprovided by operating activities less capital expenditure as per the consolidatedstatement of cash flows prepared under IFRS. Dividend payout includes dividenddistribution tax.

In addition to the above the Board has also identified an amount of up to Rs. 13000crore (US $2 billion converted with exchange rate as on March 31 2017) to be paid out toshareholders during fiscal 2018 in such manner (including by way of dividend and / orshare buyback) to be decided by the Board subject to applicable laws and requisiteapprovals if any.

Dividend Distribution Policy : As per Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (‘the Listing Regulations') the top500 listed companies shall formulate a dividend distribution policy. Accordingly thepolicy was adopted to set out the parameters and circumstances that will be taken intoaccount by the Board in determining the distribution of dividend to its shareholders and /or retaining profits earned by the Company. The policy is enclosed as Annexure 9 tothe Board's report and is also available on the Company's website athttps://www.infosys.com/investors/corporate-governance/Documents/dividend-distribution.pdf.

Details of the other policies approved by the Board during fiscal 2017 are provided in Annexure10 to the Board's report.

• The Board / nomination and remuneration committee (‘the committee')approved the following :

CEO compensation : Following the shareholders' approval of the CEO's compensationthrough a postal ballot on March 31 2016 and based on fiscal 2017 performance theBoard in its meeting held on April 13 2017 granted performance-based equity and stockoptions for fiscal 2017 to the CEO. Additionally the Board approved annual time-basedvesting grant for fiscal 2018. The grants would be made w.e.f. May 2 2017. The Board alsoapproved the variable pay for the year ended March 31 2017.

COO compensation : Following the shareholders' approval of the COO's compensationthrough a postal ballot on March 31 2017 the Board granted RSUs and ESOPs to the COO inits meeting held on April 13 2017. The RSUs and ESOPs will be granted w.e.f. May 2 2017.

The details of RSUs and ESOPs granted are provided as part of the notes to thestandalone and consolidated financial statements.

Management's discussion and analysis

In terms of the provisions of Regulation 34 of the Listing Regulations the Management'sdiscussion and analysis is set out in this Annual Report.

2. Business Strategy

Our strategic objective is to build a sustainable organization that remains relevant tothe agenda of our clients while generating profitable growth for our investors. In orderto do this we will apply the priorities of ‘renew' and ‘new' to our ownbusiness and cascade it to everything we do.

These translate to the following strategic focus areas :

Build expansive lasting relationships with our clients by delivering differentiatedofferings : Our strategy is to engage with clients on their large transformative programsboth in traditional IT areas as well as for their new digital business initiatives. Weexpand existing client relationships by providing them a broad set of end-to-end serviceofferings and increase the size nature and number of projects we do with them. Ourspecific industry domain process and technology expertise allow us to enable clients totransform their businesses with innovative strategies and solutions.

We invest in building our own and acquiring proprietary software platforms targeted ataddressing the strategic imperatives of our clients in various industries. The combinationof our intellectual property and the services surrounding it generates unique valuepropositions for our clients.

Through our Zero Distance program we help our clients innovate and derive more valuefrom their projects. Zero Distance is the process of everyday innovation at Infosyswhereby all employees are expected to innovate in their individual capacities and throughtheir individual jobs. Zero Distance has a three-fold emphasis : to reduce the gap betweenus and the code we write between us and our clients and between us and the end-user.

We also invest in targeted business development and marketing to acquire new clientsand increase our presence in new geographies and market segments. We position our brand asdifferentiated global and respected.

Deliver solutions and services leveraging highly cost-effective models: Our strategy isto leverage software-based automation and our Global Delivery Model to deliver solutionsand services to our clients in the most cost-effective manner while at the same timeoptimizing our cost structure to remain competitive.

We are embracing artificial intelligence-based automation techniques and softwareautomation platforms to boost productivity of our projects. We are also taking advantageof the new advances in software process engineering and collaboration technologies toenhance our productivity.

Our Global Delivery Model provides scale quality expertise cost and time-to-marketadvantages to our client projects.

The model enables us to work at the location where the best talent is available andwhere it makes the best economic sense with the least amount of risk. Over the last 30years we have developed our distributed execution capabilities to deliver high-qualityand scalable services. This scalable infrastructure complements our ability to deliverproject components that are executed round the clock and across time zones enabling us tooptimize and reduce project delivery times.

Enhance our operational processes for agility and optimal cost: We periodically assessthe effectiveness of our organization structure and processes to optimize them foralignment with our strategic objectives and agility. We continually evaluate criticalcross-functional processes and benchmark them with best-in-class practices to optimizecosts and enable swift and effective response to our clients. We constantly monitor andoptimize various operational parameters such as the cost and utilization of resourcesdistribution of employees around the world the cost of operating our campuses and theoptimal realization of the efficiencies of scale.

In fiscal 2017 our Zero Bench program ensured sustained engagement of employees ininternal projects throughout the year. Zero Bench is helping us fast-track our serviceline strategy on automation and innovation.

Attract and retain a global diverse motivated and high-performing employee base : Ouremployees are our biggest assets. To meet the evolving need of our clients our priorityis to attract and engage the best talent in the right locations with the right skills. Weoffer our employees challenging work assignments benchmarked compensation and acollaborative productive work environment. We have an objective performance managementsystem that rewards high performers. We invest substantially in employee engagement tomotivate employees and encourage social communication and collaboration.

Teaching and learning are central to the Infosys culture. Our investments in our GlobalEducation Center and in creating various learning opportunities for our employees helpthem stay abreast of new developments in software technologies spur innovation and helpthem build a lifelong career at Infosys.

We are guided by our value system which motivates our attitudes and actions. Our corevalues are Client Value Leadership by Example Integrity and Transparency Fairness andExcellence (C-LIFE).

Pursue strategic alliances and acquisitions : We leverage alliances that complement ourcore competencies. We partner with leading technology software and hardware providers increating deploying integrating and operating business solutions for our clients. We havealso expanded the scope of our collaborations to encompass universities and researchorganizations.

We will deploy our capital in making selective business acquisitions that augment ourexpertise complement our presence in certain market segments and accelerate the executionof our strategies.

We have an innovation fund with an outlay of US $500 million to support the creation ofa global ecosystem of strategic partners.

Organization

Our go-to-market business units are organized as :

• Financial Services

• Manufacturing

• Retail CPG and Logistics

• Energy & utilities Communications and Services

• Hi-Tech

• Life Sciences Healthcare and Insurance

• China

• Japan

• India

• Infosys Public Services

Our service delivery is organized as horizontal centers of excellence :

• Infosys Consulting

• Global Delivery

- Enterprise Solutions

- Infosys Digital

- Application Development Services

- Application Management Services

- Application Modernization Services

- Independent Validation Solutions

- Data and Analytics

- Engineering Services

- Cloud and Infrastructure Services

- Infosys Center for Emerging Technology Solutions

• Products

- Finacle

- EdgeVerve

• Platforms

- Panaya

• Skava

• Infosys BPO

Client base

Our client-centric approach continues to bring us high levels of client satisfaction.We derived 97.3% of our consolidated revenues from repeat business this fiscal. Wereceived the highest satisfaction score from our customer survey for the year as comparedto any score that we had received in the past 12 years. We along with our subsidiariesadded 321 new clients including a substantial number of large global corporations. Ourtotal client base at the end of the year stood at 1162. The number of 100 million dollar+ clients increased from 14 last year to 19 during the year. The client segmentationbased on the last 12 months' revenue for the current and previous years on a consolidatedbasis is as follows :

Clients 2017 2016
1 million dollar + 598 558
5 million dollar + 282 268
10 million dollar + 189 177
25 million dollar + 91 88
50 million dollar + 56 52
75 million dollar + 31 31
100 million dollar + 19 14
200 million dollar + 6 6
300 million dollar + 1 1

Infrastructure

We added 2.2 million sq. ft. of physical infrastructure space during the year. Thetotal available space as on March 31 2017 stands at 44.5 million sq. ft. The number ofmarketing offices as on March 31 2017 is 84 compared to 85 in the previous year.

Infosys Innovation Fund

We have a multi-pronged strategy in identifying investing in and promotingnext-generation technologies. We believe we will achieve this on the basis of organicinvestments in R&D as well as by making significant investments in innovationsdeveloped externally especially by startups. Our investment and acquisition strategy willbe key to ensuring that we remain competitive and at the forefront of innovation.

The Infosys Innovation Fund identifies early-stage startups developing innovativenext-generation solutions and technologies in the areas of AI machine learning andautomation Big Data and analytics physical-digital convergence infrastructure andcloud and education and learning.

The Fund partners with startups by providing early-stage capital and by helping bringtheir innovations to market attaining scale providing mentorship product validation andcustomer introductions. The portfolio consists of 13 companies. Out of the total outlayUS $45 million has been invested as of March 31 2017 and we have an uncalled capitalcommitment of US $18 million.

Subsidiaries and associates

We along with our subsidiaries provide consulting technology outsourcing andnext-generation services. At the beginning of the year we had 16 direct subsidiaries 30step-down subsidiaries and one associate. As on March 31 2017 we have 17 directsubsidiaries 26 step-down subsidiaries and one associate.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared theconsolidated financial statements of the Company which form part of this Annual Report.Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board'sReport. The statement also provides the details of performance and financial positionof each of the subsidiaries. In accordance with Section 136 of the Companies Act 2013the audited financial statements including the consolidated financial statements andrelated information of the Company and audited accounts of each of its subsidiaries areavailable on our website www.infosys.com . These documents will also be available forinspection till the date of the AGM during business hours at our registered office inBengaluru India.

Quality

While sustaining existing external benchmarks and certifications our Quality practiceat Infosys has added new certifications and further enhanced our programs and initiativesto renew our commitment to the culture of quality client value innovation andproductivity improvement.

We continue to follow international quality standard certifications such as ISO 9001ISO 22301 ISO 20000 ISO 27001 AS EN 9100 ISO 13485 OHSAS 18001 and ISO 14001. We havemigrated to ISO 9001:2015 in the last year and became one of the early adopters of thisnew version. We have received an independent auditors' assurance report on compliance toISAE 3402 / SSAE16 and a certification of compliance on PCIDSS V 3.0 for Infosys BPOLimited. Our focus towards upholding the maturity on CMMi Level 5 continued throughindependent internal assessments and we have added Infosys public services to the CMMiscope.

Our Quality department handles large change management initiatives to drive quality andproductivity improvements across the Company using various techniques such as Six SigmaLean methodology and engineering levers like Reuse Automation and Tools.

Branding

The Infosys brand is a key intangible asset of the Company. It positions Infosys as thenext-generation services company that helps enterprises renew themselves while alsocreating new avenues to generate value. Brand Infosys is nurtured around the premise thatsoftware in a very fundamental way is reshaping the world around us. Because of thisthere is a duality that every business faces - on the one hand the need to renew existingsystems to improve their effectiveness with new technologies and innovation and on theother the need to deliver new kinds of services and new solutions in new ways usingnext-generation technologies. Infosys helps its clients achieve this dual agenda in aculture of learning and innovation at the grassroots level by implementing Zero Distance -our approach to operating at the intersection of desirability feasibility and viability.

Our marketing reach extends globally through advertisements public relations anddigital marketing initiatives. We participate in premier business and industry eventsaround the world. We also organize signature events and roundtables across geographies.‘Confluence' our flagship client event is consistently well-attended and ratedhighly by our clients and industry partners.

Awards and recognition

In fiscal 2017 we won multiple awards and recognition both international andnational. The significant awards include :

Business and management

• Best Company in India at FinanceAsia's 20th anniversary platinum awards

• National Award for Excellence in Corporate Governance 16th National Awards ofthe Institute of Company Secretaries of India

• Golden Peacock Award 16th London Global Convention on Corporate Governance andSustainability

Banking (for Finacle)

• Market Leader among digital platforms Ovum Decision Matrix: Selecting aDigital Banking Platform 2017—18 report by Ovum Research

• Leader and Star Performer Everest Group's Global Banking AO Service ProviderPEAK MatrixAssessment 2016

ERP services

• Seven awards at the 2016 Oracle Excellence Awards

• Leader in Gartner Magic Quadrant for SAP Application Services North America

• Leader IDC MarketScape : Worldwide Oracle

Implementation Services 2016 Vendor Assessment

Technology innovation

• Five marketing and innovation awards following the launch of a successfulstrategic technology partnership with Association of Tennis Professionals (ATP)

• Leader in the Winners Circle - Excellent at Innovation and Execution HfSsResearch Blueprint : Design Thinking in the As-A-service Economy

Sustainability

• Smartest Building award for the software development blocks (SDB) at the Punecampus Network 18 and Honeywell Smart Building Awards

• Global Sustainability Leadership Award for sustainable carbon managementpractice

For the complete list of awards and recognition refer to https://www.infosys.com/about/awards.

3. Human resources management

The Human Resources (HR) department at Infosys is driven by the mission :

• To help Infoscions realize their potential - to develop grow and achieve theirpurpose

• To build the right culture and capabilities to enable us to delight ourcustomers

• To make Infosys the best place to work for passionate innovative people whowant to make a difference

HR management at Infosys goes beyond the set boundaries of compensation performancereviews and development. We look at the employee's entire work life cycle to ensuretimely interventions that help build a long-lasting and fruitful career. With this inmind we initiated several positive changes in our HR practice this year. The vision forHR is articulated through five strategic tracks :

• Driving entrepreneurial energy

• Facilitating organization effectiveness

• Building our talent engine

• Sharpening our leadership edge

• Providing a world-class employee experience

We have set up a scalable recruitment and human resources management process. Over thelast year on a standalone basis we received 1293877 applications from prospectiveemployees interviewed 105674 applicants and extended offers of employment to 51004applicants. The Infosys Group added 6320 (net) and 44235 (gross) employees this yeartaking the total strength to 200364 from 194044 at the end of the previous year.

On a standalone basis the annualized attrition rate for fiscal 2017 stands at 15.0%as compared to 13.6% for fiscal 2016.

The following is an overview of some of the major programs undertaken during fiscal2017 :

• Pulse is our renewed approach to reviewing employee engagement with the keychange being moving from an annual format to a more continuous and customized surveyformat for feedback. We also ensure clear ownership and real-time analytics dashboards totake swift action based on the feedback received.

• We identified influencer groups within the organization whose networks could beleveraged to spread ideas of innovation and collaboration. We worked on refreshing thislist to include more people and keep it dynamic.

• We continued to work on simplifying internal processes through a collaborativeeffort between various teams to ensure that employees are able to be at their productivebest. Rewards and recognition in terms of the annual awards for excellence quarterlypromotions and unit awards continued. We also maintained our focus on performancedifferentiation to ensure that our high-performing employees are driven towards higherpurpose and goals.

• The Stock Incentive Rewards Program for employees was launched this yearbringing back a much-cherished program after over a decade. Through this program selecthigh-performing employees were awarded company stocks based on their potential.

In addition to the above we have mechanisms in place to foster a positive workplaceenvironment free from harassment of any nature. We have institutionalized the Anti-SexualHarassment Initiative (ASHI) framework through which we address complaints of sexualharassment at the workplace. Our global policy assures discretion and guaranteesnon-retaliation to complainants. We follow a gender-neutral approach in handlingcomplaints of sexual harassment and we are compliant with the law of the land wherever weoperate. We have also constituted an internal committee in all locations across India toconsider and address sexual harassment complaints in accordance with the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The details of the issues raised and resolved regarding sexual harassment at theworkplace are available in the Business Responsibility Report which is part of thisAnnual Report.

Education training and assessment

Learning and education are at the foundation of Infosys. Competency developmentcontinues to be a key area of strategic focus for us. During fiscal 2017 the totaltraining provided for employees was over 2.04 million person days. Many of our employeesalso took external certifications creating a large pool of certified people.

We are working with external Massive Open Online Course (MOOC) providers to make thebest content along with flexible learning modalities available to our employees toenhance learning effectiveness and reach. We provide opportunities for fresh hires tolearn using MOOCs while waiting to join Infosys. We are also using MOOCs to enableexisting employees on niche technologies and skills.

To enhance the innovation quotient of the workforce we conducted the Design Thinkingprogram which trains individuals in an empathetic customer-centric mode ofproblem-finding and problem-solving. The total number of participants benefiting fromDesign Thinking training crossed 135000 as of March 31 2017. The Design Thinkingtraining has been imparted to client teams leadership teams employees and freshrecruits.

Campus Connect our industry-academia partnership program made progress through thelaunch of electives to help engineering colleges run new programs within their curricula.In fiscal 2017 we engaged with 1056 faculty members who in turn trained 44546 students.With this the total number of beneficiaries covered has reached 14167 faculty membersand 416185 students from 301 engineering institutions.

Infosys Leadership Institute

The vision of the Infosys Leadership Institute (ILI) is to be recognized as aworld-class leadership development organization that develops a deep leadership bench forInfosys. The primary purpose of ILI is to develop and prepare senior leaders of theorganization for current and future executive leadership roles. ILI employs a wide rangeof developmental approaches including experiential programs classroom training coaching‘Leaders Teach' and experience-sharing sessions. Senior leaders from across Infosysand its subsidiaries are beneficiaries of ILIs programs. We are partnering with StanfordGraduate School of Business to curate the Infosys Global Leadership Program for ourexisting and future leaders at Infosys. The Global Leadership Program developed andoffered by Stanford is expected to cover over 100 Infosys leaders organized into cohorts.Each cohort is divided into small teams and are assigned key strategic projects thatprovide exposure to broader business management challenges and to the senior leadershipof the Company. The five-day program features sessions taught by Stanford faculty coveringtopics such as corporate strategy and leadership and team management as well as criticalskills such as negotiation and storytelling and action learning via project work. Cohort1 graduated in 2016 in our Mysuru campus and Cohort 2 in April 2017 at our Bengalurucampus.

Particulars of employees

The ratio of the remuneration of each whole-time director and key managerial personnel(KMP) to the median of employees' remuneration as per Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of the Board's report (Annexure 3).Refer to tables 3(b) and 3(c) in Annexure 3.

Additionally the following details form part of Annexure 3 to the Board'sreport :

• To ensure better comparability and clarity the Company has voluntarily provideddetails of compensation (including value of stock incentives granted) for fiscals 2017 andfiscal 2016 (Refer to table 3(a))

• Remuneration to independent directors (Refer to table 3(d))

• Statement containing the names of top 10 employees in terms of remunerationdrawn (Refer to table 3(e))

• Details of employees posted in India throughout the fiscal and in receipt of aremuneration of Rs. 1.02 crore or more per annum (Refer to table 3(e))

• Details of employees posted in India for part of the year and in receipt of Rs.8.5 lakh or more a month (Refer to table 3(e)).

The details of employees posted outside India and in receipt of a remuneration of Rs.1.02 crore or more per annum or Rs. 8.5 lakh or more a month can be made available onrequest.

Employee stock options / Restricted stock units

The Company under the 2015 Stock Incentive Compensation Plan (‘the 2015 Plan')approved by the shareholders vide postal ballot concluded on March 312016 grantsshare-based benefits to eligible employees with a view to attracting and retaining thebest talent encouraging employees to align individual performance with Companyobjectives and promoting increased participation by them in the growth of the Company.

The total number of equity shares and ADRs to be allotted pursuant to the exercise ofthe stock incentives under the 2015 Plan to the employees of the Company and itssubsidiaries shall not cumulatively exceed 24038883 equity shares (approximately 1% ofthe issued capital). The details of the 2015 Plan including terms of reference and therequirement specified under Regulation 14 of the SEBI (Share-based Employee Benefits)Regulations 2014 is available on the Company's website at https://www.infosys.com/investors/corporate-governance/Documents/disclosures- pursuant-SEBI-regulations.pdf.

The details of the employee stock options / RSU plan form part of the Notes to accountsof the financial statements in this Annual Report.

The details of stock incentives granted during the year ended March 31 2017 (1)are as follows :

Approval date Grantees Date of grant

Stock incentives approved by the Board / nomination and remuneration committee

RSUs Stock options
Dr. Vishal Sikka 120700 -
July 15 2016 7898 eligible mid-level managers (5) August 1 2016 1857820
Mohit Joshi 52350 112750
Rajesh K. Murthy 45000 96900
Ravi Kumar S. 52350 112750
Sandeep Dadlani 52350 112750
M. D. Ranganath 30650 48400
October 14 2016 A. G. S. Manikantha November 1 2016 1000 -
Krishnamurthy Shankar 12050 19000
Gopi Krishnan Radhakrishnan (4) 1500
425 eligible high-performing executives (5) 904775 943810
January 13 2017 3 eligible employees (5) February 1 2017 18550 -
Dr. Vishal Sikka amounting to (2) US $1.9 million and amounting to
April 13 2017 (1) U. B. Pravin Rao May 2 2017

(3) US $2 million 27250

(2) US $0.96 million 43000

3 eligible employees (5) 37100 73600

Notes :The RSUs and stock options would vest over a period of four years and shall beexercisable within the period as approved by the Board / nomination and remunerationcommittee from time to time. The exercise price of RSUs will be equal to the par value ofthe shares and the exercise price of the stock options would be the market price as on thedate of grant or the price as determined under the applicable law in respectivejurisdictions.

(1) Includes stock incentives granted between the end of the financial yearand date of the report

(2) Pertains to performance-based grants for fiscal 2017

(3) Pertains to time-based grants for fiscal 2018

(4) In November 2016 1500 RSUs were granted to Gopi Krishnan Radhakrishnanwho was appointed as KMP w.e.f. January 1 2017

(5) Approved count

Grants exercised during the year: During fiscal 2017 Dr. Vishal Sikka exercised 34062RSUs and held 308143 RSUs outstanding as on March 31 2017.

4. Corporate governance

Our corporate governance philosophy

Corporate governance is about maximizing shareholder value legally ethically andsustainably At Infosys the goal of corporate governance is to ensure fairness for everystakeholder. We believe sound corporate governance is critical to enhancing and retaininginvestor trust. We always seek to ensure that our performance is driven by integrity. OurBoard exercises its fiduciary responsibilities in the widest sense of the term. Ourdisclosures seek to attain the best practices in international corporate governance. Wealso endeavor to enhance long-term shareholder value and respect minority rights in allour business decisions.

Our Corporate governance report for fiscal 2017 forms part of this AnnualReport.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our website athttps://www.infosys.com/investors/corporate-governance/documents/board-diversity-policy.pdf.

Additional details on Board diversity is available in the Corporate governancereport that forms part of this Annual Report.

Number of meetings of the Board

The Board met eight times during the financial year. The meeting details are providedin the Corporate governance report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.

Policy on directors' appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As of March 31 2017 the Board had 10 members two of whom were executive orwhole-time directors and eight were independent directors.

The policy of the Company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website at https://www.infosys.com/investors/corporate-governance/documents/nomination-remuneration-policy.pdf. There has been no change in thepolicy since last fiscal. We affirm that the remuneration paid to the directors is as perthe terms laid out in the Nomination and Remuneration Policy of the Company.

Declaration by independent directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations.

Board evaluation

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate governance report. The outcome of the Board evaluation for fiscal2017 was discussed by the nomination and remuneration committee and the Board at themeeting held on April 13 2017.

Familiarization program for independent directors

All new independent directors inducted into the Board attend an orientation program.The details of the training and familiarization program are provided in the Corporategovernance report. Further at the time of the appointment of an independent directorthe Company issues a formal letter of appointment outlining his / her role functionduties and responsibilities. The format of the letter of appointment is available on ourwebsite at https://www.infosys.com/investors/corporate-governance/Documents/appointment-independent- director.pdf.

Directors and key managerial personnel

Chairmen of the Board

R. Seshasayee is the non-executive Chairman of the Board and Ravi VenkatesanIndependent Director was appointed Co-Chairman of the Board at the meeting held on April13 2017.

Inductions

The following appointments were made till the date of the report :

• Appointment of Ravi Venkatesan Independent Director as the Co-Chairman of theBoard effective April 13 2017.

• Appointment of D. N. Prahlad as an independent director of the Board effectiveOctober 14 2016.

• Appointment of Mohit Joshi Sandeep Dadlani Rajesh K. Murthy Ravi Kumar S.David D. Kennedy and Krishnamurthy Shankar as key managerial personnel (KMP) as definedunder Ind AS 24 Related Party Disclosures effective October 13 2016.

• Appointment of Gopi Krishnan Radhakrishnan as Acting General Counsel and as KMPas defined under Ind AS 24 Related Party Disclosures effective January 1 2017.

Dr. Vishal Sikka U. B. Pravin Rao M. D. Ranganath and A. G. S. Manikantha wereappointed as KMP as defined under Section 2(51) of the Companies Act 2013 in earlieryears.

Reappointments

As per the provisions of the Companies Act 2013 U. B. Pravin Rao retires by rotationat the ensuing AGM and being eligible seeks reappointment. The Board recommends hisreappointment.

Retirements and resignations

David D. Kennedy ceased to be the General Counsel and Chief Compliance Officereffective December 31 2016.

Committees of the Board

As on March 31 2017 the Board had six committees : the audit committee thenomination and remuneration committee the corporate social responsibility committee thestakeholders relationship committee the risk and strategy committee and the finance andinvestment committee. The Board constituted a new committee the committee of directorseffective April 13 2017. All committees except the corporate social responsibilitycommittee consist entirely of independent directors. A detailed note on the compositionof the Board and its committees is provided in the Corporate governance reportsection of this Annual Report.

Adoption of new Articles of Association

The Ministry of Corporate Affairs (MCA) notified most of the sections of the CompaniesAct 2013 (‘the Act') which replace the provisions of the Companies Act 1956. TheMCA also notified the rules pertaining to the further notified sections. In order to bringthe Articles of Association (AOA) of the Company in line with the provisions of the Actthe Company recommended that the members adopt a comprehensive new set of the Articles ofAssociation of the Company (‘new articles') in substitution of and to the exclusionof the AOA. The resolution to adopt the new articles was passed by requisite majority bythe members of the Company through a postal ballot which concluded on March 31 2017. Thenew articles are available on the website of the Company athttps://www.infosys.com/investors/shareholder-services/ pages/index.aspx#memorandum.

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

Significant and material orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Extract of annual return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure 6 to the Board'sreport.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years. Furtheraccording to the

Rules the shares in respect of which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount created by the IEPF Authority. Accordingly the Company has transferred theunclaimed and unpaid dividends. Further the corresponding shares will be transferred asper the requirements of the IEPF rules details of which are provided on our website atwww.infosys.com/IEPE

Directors' responsibility statement

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind AS are prescribed under Section 133 of the Companies Act 2013 (‘theAct') read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Amendment Rules 2016. The Company has adopted allthe Ind AS standards and the adoption was carried out in accordance with applicabletransition guidance. Accounting policies have been consistently applied except where anewly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that :

• In preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed.

• They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period.

• They have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

• They have prepared the annual accounts on a going concern basis.

• They have laid down internal financial controls which are adequate and areoperating effectively.

• They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

5. Audit reports and auditors Audit reports

• The Auditors' Report for fiscal 2017 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.

• The Secretarial Auditors' Report for fiscal 2017 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure 5 to the Board's report in this Annual Report.

• As required by the Listing Regulations the auditors' certificate on corporategovernance is enclosed as Annexure 4 to the Board's report. The auditors'certificate for fiscal 2017 does not contain any qualification reservation or adverseremark.

• In addition to getting certified by the auditors we have also voluntarilyengaged a Practicing Company Secretary to audit us on corporate governance and issue areport. The report does not contain any qualification reservation or adverse remarks.

Auditors

Statutory auditors

Under Section 139 of the Indian Companies Act 2013 and the Rules made thereunder itis mandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and on January13 2017 the Board of Directors of the Company has recommended the appointment ofDeloitte Haskins & Sells LLP Chartered Accountants (Firm registration number 117366W/W 100018) (‘Deloitte') as the statutory auditors of the Company. Deloitte will holdoffice for a period of five consecutive years from the conclusion of the 36th AnnualGeneral Meeting of the Company scheduled to be held on June 24 2017 till the conclusionof the 41st Annual General Meeting to be held in the year 2022 subject to the approval ofthe shareholders of the Company. The first year of audit will be of the financialstatements for the year ending March 31 2018 which will include the audit of thequarterly financial statements for the year.

To align with the above the Board of Directors of the Company also approved theappointment of Deloitte as the independent registered public accounting firm of theCompany. This appointment is effective the year ending March 31 2018. As the independentregistered public accounting firm Deloitte will audit the annual financial statements ofthe Company to be included in the Company's Annual Report on Form 20-F filed with the U.S.Securities and Exchange Commission (SEC). KPMG will continue as the Company's independentregistered public accounting firm through the completion of the audit for the year endingMarch 31 2017 and for the purpose of filing such audited financial statements in the Form20-F for the year ending March 31 2017.

Secretarial auditor

As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed Parameshwar G. Hegde of Hegde & Hegde Practicing CompanySecretaries as secretarial auditor of the Company for fiscal 2018.

6. Corporate social responsibility (CSR)

Infosys has been an early adopter of CSR initiatives. The Company works primarilythrough its CSR trust the Infosys Foundation towards supporting projects

in eradication of hunger and malnutrition promoting education art and culturehealthcare destitute care and rehabilitation environmental sustainability disasterrelief and rural development projects. Details of the CSR policy are available on ourwebsite at https://www.infosys.com/ investors/corporate-governance/Documents/corporate-social-responsibility-policy.pdf. The annual report on our CSR activities is appended as Annexure7 to the Board's report.

Infosys Foundation

Infosys Foundation was established in 1996 for social welfare activities. Fiscal 2017marked the 20th anniversary of the Foundation's journey of transforming the lives ofcommunities in need across India. Since its inception the Foundation through itsgrant-making and partnerships with individuals government bodies and competentnon-governmental bodies has fostered a sustainable culture of development in the areas ofhealthcare promotion of education and eradication of hunger rural development art andculture and destitute care across the remotest regions of India. For more details on theFoundation's activities visit https://www.infosys.com/ infosys-foundation.

Infosys Foundation USA

In fiscal 2017 Infosys Foundation USA advanced its mission to increase access toComputer Science (CS) and Maker education with an emphasis on under-represented students.The Foundation has impacted 2539 teachers 134529 students and 2490 schools acrossthe 50 U.S. states through initiatives such as :

• CS Teacher Support

• CS Student Support

• Maker Initiatives

For more details visit http://www.infosys.org/infosys- foundation-usa/.

Infosys Science Foundation

The Infosys Science Foundation (ISF) was set up by Infosys and some members of itsmanagement in 2009 to encourage the pursuit and practice of the sciences and research. TheInfosys Prize governed by the ISF recognizes some of the finest research connected toIndia. The prize winners are awarded a purse of Rs. 65 lakh (tax-free in India) and acitation by a jury of global renown across six fields. The winners of the Infosys Prize2016 were Prof. V Kumaran (Professor Department of Chemical Engineering Indian Instituteof Science Bengaluru) in Engineering and Computer Science Prof. Sunil Amrith (MehraFamily Professor of South Asian Studies Professor of History Harvard University U.S.)in Humanities Prof. Gagandeep Kang (Executive Director of Translational Health Scienceand Technology Institute Faridabad) in Life Sciences Prof. Akshay Venkatesh (ProfessorDepartment of Mathematics Stanford University U.S.) in Mathematical Sciences Dr. AnilBhardwaj (Director Space Physics Laboratory Vikram Sarabhai Space CentreThiruvananthapuram) in Physical Sciences and Prof. Kaivan Munshi (Frank Ramsey Professorof Economics University of Cambridge U.K.) in Social Sciences.

For more details visit www.infosys-science-foundation.com.

Sustainability initiatives

Our sustainability charter is driven by our core values and ethics. Our sustainabilityactions encompass economic social and environmental dimensions. Through Campus Connectwe share some of our best practices with engineering colleges thus aligning the needs ofinstitutions faculty and students with those of the IT industry SPARK and Rural Reachprograms focus on raising aspirations and building awareness about computers and the powerof IT among students in rural India. For more information about our industry-academiapartnerships visit our website https://www.infosys.com/ sustainability.

We have been persistent in our efforts to ensure reuse recycling and responsibledisposal of waste to minimize the amount of waste going to landfills. In our efforts toachieve our goal of sourcing 100% of our electricity requirements from renewables we havecontinued to invest in solar energy across our campuses. In fiscal 2016 we launched asolar farm at our Hyderabad campus. The energy generated in the farm has helped us inmeeting most of our energy requirement through renewables. Details of our environmentalsustainability actions are available in Annexure 8 to the Board's report.

Conservation of energy research and development technology absorption foreignexchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure 8to the Board's report.

Business Responsibility Report (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Reportfor top 100 listed entities based on market capitalization. In compliance with the ListingRegulations we have integrated BRR disclosures into our Annual Report.

We also publish the Sustainability Report annually. Our report follows theGlobal Reporting Initiative's G4 framework. This is a comprehensive report that covers allaspects of our sustainability activities. The report is audited by an external auditorDNV GL. For more details visit https://www.infosys. com/sustainability/.

Green initiatives

Electronic copies of the Annual Report 2016-17 and the Notice of the 36th AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany / depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.

Acknowledgments

We thank our customers vendors investors bankers employee volunteers and trusteesof Infosys Foundation Infosys Foundation USA and Infosys Science Foundation for theircontinued support during the year. We place on record our appreciation of the contributionmade by our employees at all levels. Our consistent growth was made possible by their hardwork solidarity cooperation and support.

We thank the governments of various countries where we have our operations. We alsothank the Government of India particularly the Ministry of Labour and Employment theMinistry of Communications the Ministry of Electronics and Information Technology theMinistry of Commerce and Industry the Ministry of Finance the Ministry of CorporateAffairs the Customs and Excise Departments the Income Tax Department the Reserve Bankof India the State Governments the Software Technology Parks (STPs) / Special EconomicZones (SEZs) - Bengaluru Bhubaneswar Chandigarh Chennai Gurugram Hubballi HyderabadIndore Jaipur Mangaluru Mysuru Nagpur Noida Pune Mumbai Kochi andThiruvananthapuram - and other government agencies for their support and look forward totheir continued support in the future.

for and on behalf of the Board of Directors

Bengaluru R. Seshasayee Dr. Vishal Sikka
April 13 2017 Chairman Chief Executive Officer and Managing Director