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Infosys Ltd.

BSE: 500209 Sector: IT
NSE: INFY ISIN Code: INE009A01021
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P/E 19.08
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Infosys Ltd. (INFY) - Director Report

Company director report

Dear members

The Board of Directors hereby submits the report of the business andoperations of your Company (‘the Company' or ‘Infosys') along with the auditedfinancial statements for the financial year ended March 31 2018. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.

1. Results of our operations and state of affairs

in crore except per equity share data

Particulars

Standalone

Consolidated

For the year ended March 31

For the year ended March 31

2018

2017

2018

2017

Revenue from operations

61941

59289

70522

68484

Cost of sales

39138

37057

45130

43253

Gross profit

22803

22232

25392

25231

Operating expenses
Selling and marketing expenses

2763

2728

3560

3591

General and administration expenses

3562

3628

4684

4739

Total operating expenses

6325

6356

8244

8330

Operating profit

16478

15876

17148

16901

Impairment loss on assets held for sale

589

Other income net(3)(4)

4019

3062

3193

3080

Profit before non-controlling interests / share in net loss of associate

19908

18938

20341

19981

Share in net loss of associate including impairment of associate

-

(71)

(30)

Profit before tax

19908

18938

20270

19951

Tax expense

3753

5120

4241

5598

Profit after tax

16155

13818

16029

14353

Non-controlling interests

-

-

-

Profit for the year

16155

13818

16029

14353

Other comprehensive income
Items that will not be reclassified subsequently to profit or loss

59

(47)

62

(50)

Items that will be reclassified subsequently to profit or loss

(38)

29

281

(228)

Total other comprehensive income net of tax

21

(18)

343

(278)

Total comprehensive income for the year

16176

13800

16372

14075

Earnings per share (EPS)
Basic

71.28

60.16

71.07

62.80

Diluted

71.25

60.15

71.00

62.77

Notes :The above figures are extracted from the audited standalone andconsolidated financial statements as per Indian Accounting Standards (Ind AS).

1 crore =10 million

(1) During the quarter ended December 31 2017 on account of theconclusion of an Advance Pricing Agreement (APA) with the US Internal Revenue Service(IRS) the Company has in accordance with the APA reversed income tax expense provisionof US$ 225 million ( 1432 crore) which pertains to previous periods which are no longerrequired. Consequently profit for the year ended March 31 2018 has increased resultingin an increase in basic earnings per equity share by 5.88 on a consolidated basis and 5.85on a standalone basis for the year ended March 31 2018.

In the quarter ended March 2018 on conclusion of a strategic reviewof the portfolio businesses the Company initiated identification and evaluation ofpotential buyers for its subsidiaries Kallidus and Skava (together referred to as‘Skava') and Panaya (collectively referred to as ‘the disposal group'). TheCompany anticipates completion of the sale by March 2019 and accordingly assets amountingto 2060 crore and liabilities amounting to 324 crore in respect of the disposal grouphave been reclassified under ‘held for sale'. On reclassification the disposal grouphas been measured at the lower of carrying amount and fair value less cost to sell andconsequently an impairment loss of 118 crore in respect of Panaya has been recognized inthe consolidated Statement of Profit and Loss under ‘other income' for the year endedMarch 31 2018. The disposal group does not constitute a separate major component of theCompany and therefore has not been classified as discontinued operations.

In the standalone financial statements of the Company investmentsamounting to 1525 crore in respect of these subsidiaries have been reclassified under‘held for sale'. On reclassification these investments have been measured at thelower of carrying amount and fair value less cost to sell and consequendy an impairmentloss of 589 crore in respect of Panaya has been recognized in the standalone Statement ofProfit and Loss for the year ended March 31 2018.

(3) Other income includes 257 crore and 262 crore for the year endedMarch 31 2018 in the standalone and consolidated financial statements of the Companyrespectively towards interest on income tax refund. Other income in the consolidatedStatement of Profit and Loss for the year ended March 31 2018 also includes impairmentloss of 118 crore in respect of Panaya as mentioned in the preceding note.

(4) During the year ended March 31 2018 Infosys Nova Holdings LLC awholly-owned subsidiary has written down the entire carrying value of its investment inits associate DWA Nova LLC. Consequently the Company has written down the entirecarrying value of the investment in its subsidiary Infosys Nova Holdings LLC amountingto 94 crore in the standalone Statement of Profit or Loss of the Company under otherincome.

Consequent to the above in the consolidated financials the Companyhas written down the entire carrying value of the investment in its associate DWA NovaLLC amounting to ^ 71 crore. The write-down in the carrying value of investment inassociate DWA Nova LLC during the year ended March 31 2017 was 18 crore.

Equity shares are at par value of 5 per share.

Financial position

Particulars

Standalone

Consolidated

As at March

As at March

As at March

As at March

312018

312017

312018

312017

Cash and cash equivalents

16770

19153

19818

22625

Current investments

5906

9643

6407

9970

Assets held for sale

1525

-

2060

-

Net current assets

30903

35896

34176

39692

Property plant and equipment (including capital work-in-progress)

10469

9852

11722

11116

Goodwill

29

-

2211

3652

Other intangible assets0'

101

-

247

776

Other non-current assets

21188

22351

15693

14106

Total assets

75877

79885

79890

83355

Liabilities directly associated with assets held for sale05

-

-

324

-

Non-current liabilities

713

82

861

360

Retained earnings - opening balance

49957

44698

52882

47063

Add:
Profit for the year

16155

13818

16029

14353

Transfer from Special Economic Zone Re-investment Reserve on utilization

582

953

617

953

Less:
Dividends including dividend distribution tax

(7500)

(6980)

(7469)

(6952)

Transfer to general reserve

(1382)

(1579)

(1382)

(1582)

Transfer to Special Economic Zone Re-investment Reserve

(2141)

(953)

(2200)

(953)

Retained earnings - closing balance

55671

49957

58477

52882

Other equity

7831

18060

6446

16100

Total equity

63502

68017

64924

68982

Total equity and liabilities

75877

79885

79890

83355

Number of eauitv shares

2184114257

2296944664

2173312301

2285655150

(1) In the quarter ended March 2018 on conclusion of a strategicreview of the portfolio businesses the Company initiated identification and evaluation ofpotential buyers for its subsidiaries Kallidus and Skava (together referred to as‘Skava') and Panaya (collectively referred to as ‘the disposal group'). TheCompany anticipates completion of the sale by March 2019 and accordingly assets amountingto 2060 crore and liabilities amounting to 324 crore in respect of the disposal grouphave been reclassified under ‘held for sale'. On reclassification the disposal grouphas been measured at the lower of carrying amount and fair value less cost to sell andconsequently an impairment loss of 118 crore in respect of Panaya has been recognized inthe consolidated Statement of Profit and Loss for the year ended March 31 2018. Thedisposal group does not constitute a separate major component of the Company andtherefore has not been classified as discontinued operations.

On a standalone basis investments amounting to 1525 crore in respectof these subsidiaries have been reclassified under ‘held for sale'. Onreclassification these investments have been measured at the lower of carrying amount andfair value less cost to sell and consequendy an impairment loss of 589 crore in respectof Panaya has been recognized in the standalone profit and loss for the year ended March31 2018.

Excludes assets held for sale and liabilities directly associatedwith assets held for sale.

l3) During the year 113043478 equity shares were bought back by theCompany for a total amount of 13000 crore.

(4> The Special Economic Zone (SEZ) Re-investment Reserve has beencreated out of the profit of eligible SEZ units in terms of the provisions of Section10AA(l)(ii) of the Income-tax Act 1961. The reserve should be utilized by the Company foracquiring new plant and machinery for the purpose of its business in the terms of Section10AA(2) of the Income-tax Act 1961.

Revenues - standalone

Our revenue from operations on a standalone basis increased by 4.5% tof 61941 crore in fiscal 2018. Our software export revenues aggregated to 60080 crore upfrom 57491 crore in the previous year. Out of the total revenue 62.9% came from NorthAmerica 23.3% from Europe 10.8% from the Rest of the World and 3.0% from India.

Revenues - consolidated

Our revenue from operations on a consolidated basis increased by 3.0%to 70522 crore in fiscal 2018. Our software export revenues aggregated to 68291 croreup from 66304 crore in the previous year. Out of the total revenue 60.4% came from NorthAmerica 23.7% from Europe 12.7% from the Rest of the World and 3.2% from India.

Profits - standalone

Our gross profit on a standalone basis amounted to 22803 crore (36.8%of revenue) as against 22232 crore (37.5% of revenue) in the previous year. Selling andmarketing costs were 4.5% of our revenue for the year ended March 31 2018 as compared to4.6% for the year ended March 31 2017. General and administration expenses were 5.7% ofour revenue for the year ended March 31 2018 as compared to 6.1 % for the year endedMarch 312017. The operating profit amounted to 16478 crore (26.6% of revenue) asagainst 15876 crore (26.8% of revenue) in the previous year. The profit before tax was f19908 crore (32.1% of revenue) as against 18938 crore (31.9% of revenue) in theprevious year. Net profit was 16155 crore (26.1% of revenue) as against 13818 crore(23.3% of revenue) in the previous year.

Profits - consolidated

Our gross profit on a consolidated basis amounted to 25392 crore(36.0% of revenue) as against ^25231 crore (36.8% of revenue) in the previous year.Selling and marketing costs were 5.1% of our revenue for the year ended March 31 2018 ascompared to 5.2% for the year ended March 31 2017. General and administration expenseswere 6.6% of our revenue for the year ended March 31 2018 as compared to 6.9% for theyear ended March 312017. The operating profit amounted to f 17148 crore (24.3% ofrevenue) as against 16901 crore (24.7% of revenue) in the previous year. The profitbefore tax was 20270 crore (28.7% of revenue) as against 19951 crore (29.1% of revenue)in the previous year. Net profit was ^ 16029 crore (22.7% of revenue) as against 14353crore (21.0% of revenue) in the previous year.

Capital expenditure on tangible assets - standalone

This year on a standalone basis we incurred capital expenditure of f1823 crore. This comprises f 1422 crore in infrastructure 396 crore for investment incomputer equipment and 5 crore in vehicles.

In the previous year we incurred capital expenditure of f 1817 crore.This comprised f 1157 crore in infrastructure 654 crore for investment in computerequipment and 6 crore in vehicles.

Capital expenditure on tangible assets - consolidated

On a consolidated basis we incurred capital expenditure of f 1955crore. During the current year 1479 crore in infrastructure 471 crore in computerequipment and 5 crore in vehicles have been invested.

In the previous year we incurred capital expenditure of f 2799 crore.This comprised 1991 crore in infrastructure 800 crore for investment in computerequipment and 8 crore in vehicles.

Liquidity

Our principal sources of liquidity are cash and cash equivalents andthe cash flow that we generate from our operations. We continue to be debt-free andmaintain sufficient cash to meet our strategic and operational requirements. We understandthat liquidity in the Balance Sheet has to balance between earning adequate returns andthe need to cover financial and business requirements. Liquidity enables us to be agileand ready for meeting unforeseen strategic and business needs. We believe that our workingcapital is sufficient to meet our current requirements.

As of March 31 2018 we had 30903 crore in working capital (workingcapital defined as current assets excluding assets held for sale minus currentliabilities excluding liabilities directly associated with assets held for sale) on astandalone basis and 34176 crore on a consolidated basis. Working capital includesliquid assets of 27752 crore on a standalone basis and 31765 crore on a consolidatedbasis as at March 31 2018 as against 34561 crore on a standalone basis and 38773crore on a consolidated basis as on March 31 2017.

Liquid assets on both standalone and consolidated basis includedeposits with banks and highly-rated financial institutions investments in liquid mutualfunds fixed maturity plan securities tax-free bonds government bonds non-convertibledebentures of highly-rated companies certificates of deposit (CDs) and commercial paper.CDs represent marketable securities of banks and eligible financial institutions for aspecified time period with high credit rating given by domestic credit rating agencies.Investments made in non-convertible debentures issued by government- aided institutionsand financial institutions with high credit rating. The details of these investments aredisclosed under the ‘non-current and current investments' section in the standaloneand consolidated financial statements in this Annual Report.

Capital Allocation Policy

The Board at its meeting on April 13 2018 reviewed and approved theCapital Allocation Policy of the Company after taking into consideration the strategic andoperational cash requirements of the Company in the medium term.

The key aspects of the Capital Allocation Policy are as follows:

i. The Board has decided to retain the current policy of returning upto 70% of the free cash flow of the corresponding financial year in such manner as may bedecided by the Board from time to time subject to applicable laws and requisiteapprovals if any. Free cash flow is defined as net cash provided by operating activitiesless capital expenditure as per the consolidated Statement of Cash Flows prepared underInternational

Financial Reporting Standards (IFRS). Dividend payout includes DividendDistribution Tax (DDT).

ii. In addition to the above out of the cash on the Balance Sheet theBoard has identified an amount of up to 13000 crore (US$ 2 billion™) to be paid toshareholders in the following manner:

a. A special dividend of 10.00 per share (US$0.15 per ADR™)resulting in a payout of approximately 2600 crore (approximately US$ 400 million™)in June 2018

b. An amount of up to approximately 10400 crore (approximately US$1600 million™) to be paid out to shareholders for fiscal 2019 in such manner as maybe decided by the Board subject to applicable laws and requisite approvals if any.

(1) USD/INR exchange rate at 65.00.

Basic EPS

Basic earnings per share increased by 18.5% to 71.28 at standalonelevel and by 13.2% to 71.07 at consolidated level. On account of the conclusion of APAwith the IRS the Company has reversed income tax expense amounting to US$225 million (1432 crore) pertaining to previous periods resulting in an increase in profits for fiscal2018. Consequently earnings per share increased by 5.85 per share on a standalone basisand 5.88 per share on a consolidated basis for the year ended March 31 2018.

Dividend

Dividend per share declared is in line with the Capital AllocationPolicy approved by the Board on April 13 2017. The Company declared dividend as under:

Dividend per share (in )

Fiscal 2017™

Fiscal 2018™

Interim dividend

11.00

13.00

Final dividend

14.75

™ 20.50

Special dividend

-

™10.00

Total dividend

25.75

43.50

Payout ratio (interim and final dividend)

49.6%

69.8%

(1) Recommended by the Board of Directors at its meeting held on April13 2018. The payment is subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting of the Company to be held on June 23 2018.

(2) Our dividend policy was to pay up to 50% of consolidated post-taxprofits.

Our dividend policy is to pay up to 70% of free cash flow. Free cashflow is defined as net cash provided by operating activities less capital expenditure asper the consolidated Statement of Cash Flows prepared under IFRS.

The Register of Members and Share Transfer Books will remain closed onJune 16 2018 for the purpose of payment of the final dividend for the financial yearended March 31 2018 payment of the special dividend and the AGM. The AGM is scheduledto be held on June 23 2018.

Share buyback

In line with the Capital Allocation Policy the Board at its meetingon August 19 2017 approved a proposal for the Company to buy back its fully-paid-upequity shares of face value 5 each from the eligible equity shareholders of the Companyfor an amount not exceeding 13000 crore. The shareholders approved the proposal ofbuyback of equity shares through the postal ballot that concluded on October 7 2017. Thebuyback offer comprised a purchase of 113043478 equity shares aggregating 4.92% of thepaid-up equity share capital of the Company at a price of 1150 per equity share. Thebuyback was offered to all eligible equity shareholders (including those who became equityshareholders as on the record date by cancelling American Depositary Shares (ADSs) andwithdrawing underlying equity shares) of the Company as on the record date (i.e. November1 2017) on a proportionate basis through the ‘Tender offer' route. The Companyconcluded the buyback procedures on December 27 2017 and 113043478 equity shares wereextinguished. The Company has utilized securities premium and general reserve for thebuyback of its shares. In accordance with Section 69 of the Companies Act 2013 theCompany has created a Capital Redemption Reserve of 56 crore equal to the nominal value ofthe shares bought back as an appropriation from the general reserve.

Advance Pricing Agreement (APA) with the US Internal Revenue Service(IRS)

During the quarter ended December 31 2017 the Company concluded anAPA with the IRS. Under the APA the Company and the IRS have agreed on the methodology toallocate revenues and compute the taxable income of the Company's US branch operations.This agreement covers fiscal 2011 to fiscal 2021. The Company expects the APA to enhancethe predictability of the Company's tax obligation in respect of its US operations. Inaccordance with the APA the Company has reversed income tax expense provision of US$ 225million ( 1432 crore) which pertains to previous periods that are no longer required.Consequently profit for the year ended March 312018 has increased resulting in anincrease in basic earnings per share by 5.85 on a standalone basis and T5.88 on aconsolidated basis for the year ended March 31 2018.

Particulars of loans guarantees or investments

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

Transfer to reserves

We propose to transfer T 1615 crore to the general reserve on accountof declaration of dividend on both standalone and consolidated levels.

Fixed deposits

We have not accepted any fixed deposits including from the public andas such no amount of principal or interest 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 referredto in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appendedas Annexure 2 to the Board's report.

Management's discussion and analysis

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

Risk management report

In terms of the provisions of Section 134 of the Companies Act 2013 aRisk management report is set out in this Annual Report.

Board policies

The details of the policies approved and adopted by the Board areprovided in Annexure 9 to the Board's report.

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

• Lead Independent Director: The Board at its meeting held onApril 13 2018 appointed Kiran Mazumdar-Shaw Independent Director as the LeadIndependent Director of the Board.

• Acquisition: The Board at its meeting held on April 13 2018approved the Company to enter into a definitive agreement to acquire WongDoody HoldingCompany Inc a US-based creative and consumer insights agency for a total considerationof up to US$ 75 million (approximately T 489 crore) including contingent considerationand retention payouts subject to regulatory approvals and fulfillment of closingconditions.

• Capital Allocation Policy: The Board at its meeting held onApril 13 2018 reviewed and approved the Capital Allocation Policy of the Company aftertaking into consideration the strategic and operational cash requirements of the Companyin the medium term. Key aspects of the Capital Allocation Policy have been discussedearlier in the Board's report.

2. Business description Strategy

Our strategic objective is to build a sustainable organization thatremains relevant to the agenda of our clients while creating growth opportunities for ouremployees and generating profitable returns for our investors.

Our clients and prospective clients are faced with transformativebusiness opportunities due to advances in software and computing technology. Theseorganizations are dealing with the challenge of having to reinvent their core offeringsprocesses and systems rapidly and position themselves as ‘digitally enabled'. Thejourney to the digital future requires not just an understanding of new technologies andnew ways of working but a deep appreciation of existing technology landscapes businessprocesses and practices.

Our strategy is to be a navigator for our clients as they ideate planand execute their journey to a digital future to help them ‘navigate your next'.

We have embraced a four-pronged strategy to strengthen our relevance toclients and drive accelerated value creation. Towards implementing the strategy we will:

• Scale Agile Digital

• Energize the core

• Re-skill our people

• Expand localization

Scale Agile Digital

We will continue to make targeted investments to rapidly accelerate ourAgile Digital business. We define ‘digital' as a set of use cases that drive businessoutcomes for our clients across five areas:

• Experience: Well-designed systems for digital marketingomnichannel interaction personalization and content management that can enhance customerexperience

• Insight: Al-based systems for advanced analytics leveraging BigData

• Innovate: Engineering new and digital-first products andofferings leveraging Internet of Things and advanced industry Software-as-a-Serviceplatforms

• Accelerate: The digitization of core systems by migrating tocloud technologies abstracting APIs modernizing legacy systems and infrastructureintegrating applications and leveraging Robotic Process Automation (RPA)

• Assure: Implementing advanced cyber-security systems andspecialized validation of software systems.

In addition to these we will also invest in sales and consultingcapabilities to engage with clients both in their technology divisions and their businessorganizations.

We will continue to leverage alliances that complement our corecompetencies. We will continue to partner with leading technology software and hardwareproviders in creating deploying integrating and operating business solutions for ourclients.

We will continue to invest in research and development (R&D) tostay abreast of new technologies and to incubate new offerings in areas such asblockchain AR / VR and speech vision video and image intelligence. We will expand thescope of our collaborations to encompass universities research organizations and thestartup innovation ecosystem.

We will continue to deploy our capital in making selective businessacquisitions that augment our Agile Digital expertise to complement our presence incertain market segments.

Energize the core

We will continue to embrace automation and artificial intelligence(Al)-based techniques and software automation platforms to boost productivity of ourclients' core processes and systems.

We will continue to leverage these along with lean processes Agiledevelopment and our Global Delivery Model (GDM) to deliver solutions and services to ourclients in the most cost-effective manner while at the same time optimizing our coststructure to remain competitive.

We will continue to invest in our flagship RPA platform AssistEdgeour AI platform Infosys Nia and in core business applications such as FinacleMcCamish and others to bring differentiated and market-leading features and capabilitiesto our projects with clients.

Re-skill our people

An exponential adoption of new technologies is leading to a widedigital talent gap. As technology shifts gain rapid acceleration we will drive talentre-skilling at scale for our own employees and for our clients' organizations in the newareas of digital services.

Teaching and learning are central to Infosys culture. Our investmentsin our Global Education Center and in creating various learning opportunities for ouremployees help our employees stay abreast of new developments in software technologiesspur innovation and help them build a lifelong career with the Company.

We will continue to invest in advanced anytime-anywhere learningsystems such as our Lex platform and in creating and harnessing up-to-date content frominternal and external sources. Further we are expanding our relationships withuniversities around the world to curate specific curricula for our employees in areas suchas creative design skills machine learning autonomous technologies blockchain etc.

Expand localization

We believe that client proximity lends several benefits whiledelivering Agile Digital transformations and we will invest in localizing our workforcein various geographies. We have announced the setting up of four delivery and innovationcenters in the US. The first of these is already active in Indianapolis while threeothers - in Connecticut Rhode Island and North Carolina - are well on the way to becomingoperational. We are recruiting locally from universities in the US. We aim to become anemployer of choice from US universities and will set up dedicated leadership and supportteams in the US Europe and Australia. Our strategy to localize will also reduce ourdependence on immigration policies.

Organization

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

• Financial Services

• Life Sciences Healthcare and Insurance

• Manufacturing

• Retail Consumer Packaged Goods and Logistics

• Hi-tech

• Communications

• Services Utilities Resources and Energy

• China

• Japan

• India

• Infosys Public Services

Our service delivery is organized as horizontal service lines:

• Global Delivery

- Experience

- Insight

- Innovate

- Accelerate

- Assure

• Infosys Global Consulting

• Infosys Center for Emerging Technology Solutions

• Products and Platforms

- Finacle

- Edge suite

- Infosys Nia

- Infosys McCamish

- Panaya

- Skava

• Business Process Management - Infosys BPM

Client base

Our client-centric approach continues to bring us high levels of clientsatisfaction. We derived 98.5% of our consolidated revenues from repeat business thisfiscal. We along with our subsidiaries added 283 new clients including a substantialnumber of large global corporations. Our total client base at the end of the year stood at1204. The client segmentation based on the last 12 months' revenue for the current andprevious years on a consolidated basis is as follows:

Clients

2018

2017

100 million dollar +

20

19

75 million dollar +

35

31

50 million dollar +

57

56

1 million dollar +

634

598

Infrastructure

We added 2.04 million sq. ft. of physical infrastructure space duringthe year. The total available space as on March 31 2018 stands at 46.57 million sq. ft.We have a total of 126 development centers in 27 countries 82 sales offices in 35countries. We have a presence in 45 countries as on March 31 2018.

Infosys Innovation Fund

Our investment and acquisition strategy is designed to strengthen ourcompetitive positioning and bring technology innovation to our clients. We have amulti-pronged strategy in identifying investing in and evangelizing next-generationtechnologies. We believe we will achieve this through organic investments in R&D aswell as by making investments in external innovation ecosystems and in particulartechnology startup companies.

The Infosys Innovation Fund identifies early-stage startup companiesdeveloping innovative next-generation solutions and technologies in the areas of AI andmachine learning Big Data and analytics convergence of physical and digital processestechnology infrastructure management cloud systems and cyber security. The Fund partnerswith startups by providing early-stage capital and in helping bring their innovations tomarket attaining scale product validation and customer introductions.

The Fund has invested US$ 53 million to date in the form of minorityholdings in early-stage companies. As of March 312018 the Fund has an additional US$ 12million in uncalled / pending capital commitments. The carrying value of such investmentsas on March 31 2018 was US$ 31 million on account of write-down of investment in DWA Novaamounting to US$11 million ( 71 crore) and on account of changes in fair value.

Subsidiaries and associates

We along with our subsidiaries provide consulting technologyoutsourcing and next-generation services. At the beginning of the year we had 17 directsubsidiaries 26 step-down subsidiaries and one associate. As on March 31 2018 we have20 direct subsidiaries and 26 step-down subsidiaries.

Name change of Infosys BPO Limited: During the year Infosys BPOLimited an Indian subsidiary of the Company received the approval of the Ministry ofCorporate Affairs Government of India to change the name of the Company to Infosys BPMLimited. The new name is a reflection of the paradigm shift in the nature of services thatthe Company now offers through its holistic approach of end-to-end transformative BPM(Business Process Management).

Assets held for sale: In the quarter ended March 2018 on conclusion ofa strategic review of the portfolio businesses the Company initiated identification andevaluation of potential buyers for its subsidiaries Kallidus and Skava (together referredto as ‘Skava') and Panaya (collectively referred to as 'the disposal group'). TheCompany anticipates completion of the sale by March 2019 and accordingly assets amountingto 2060 crore and liabilities amounting to 324 crore in respect of the disposal grouphave been reclassified under ‘held for sale'. On reclassification the disposal grouphas been measured at the lower of carrying amount and fair value less cost to sell andconsequently an impairment loss of 118 crore in respect of Panaya has been recognized inthe consolidated Statement of Profit and Loss under other income for the year ended March31 2018. An impairment loss of f 589 crore in respect of Panaya has been recognized

in the standalone Statement of Profit and Loss for the year ended March31 2018.

During the year the Board of Directors reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared the consolidated financial statements of the Company which form part of thisAnnual Report. Further a statement containing the salient features of the financialstatement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 tothe Board's report. The statement also provides details of the performance and financialposition of each of the subsidiaries.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon our website www.infosys.com. These documents will also be available for inspectiontill the date of the AGM during business hours at our registered office in BengaluruIndia.

Quality

The Quality function at Infosys has been at the forefront of enablingdelivery and support functions in differentiation optimization and de-risking. While wecontinue to comply with international management standards such as ISO 9001 ISO 22301ISO 20000 ISO 27001 AS EN 9100 ISO 13485 OHSAS 18001 and ISO 14001 we havetransitioned to ISO 14001: 2015 and AS 9100 Rev D newer versions of the standards inapplicable business segments in fiscal 2018. These standards are ahead of the curve and wecontinue to be early adopters in the industry. Infosys acquired Level 5 rating in CMMi DEV+ CMMi SVC at the enterprise level covering all service lines and geographies. InfosysLimited as an enterprise is assessed for ISAE 3402 / SSAE 18 SOC 1 type II and hasreceived an independent auditors' assurance compliance report. Infosys BPM Limitedreceived the Certificate of Compliance for PCI-DSS v3.2 and EdgeVerve Systems Limited hasbeen certified for ISO 22301 : 2012 Business continuity management system.

Our Quality department drove large change initiatives for productivityimprovements using Automation and Lean. A focused Automation Group in Quality has workedwith service line COEs to create automation solutions which helped improve projectproductivity across the organization. Implementation of Lean and Six Sigma brought aboutsignificant improvement in projects. This year the Quality function also createdAgile-driven differentiated methodologies for new services launched - which helpeddeliver superior outcomes in projects.

Branding

The Infosys brand is a key intangible asset of the Company. Itpositions Infosys as a next-generation digital services company that helps enterprisesnavigate their digital transformation. Brand Infosys is built around the premise that ourthree decades of experience in managing the systems and workings of global enterprisesuniquely positions us to be navigators for our clients. We do it by enabling theenterprise with an Al-powered core that helps prioritize the execution of change. We alsoempower the business with Agile Digital at scale to deliver unprecedented levels ofperformance and customer delight. Our Always-on Learning foundation drives theircontinuous improvement through building and transferring digital skills expertise andideas from our innovation ecosystem.

Our marketing reach extends globally through advertisements publicrelations and digital marketing initiatives. We participate in premier business andindustry events around the world. We also organize signature events and roundtables acrossgeographies. ‘Confluence' our flagship client event is consistently well-attendedand rated highly by our clients and industry partners.

Awards and recognition

In fiscal 2018 we won multiple awards and recognition bothinternational and national. The significant ones among them are as follows:

Business and management

• Ranked in the Leadership category in a corporate governancestudy conducted jointly by BSE Limited International Finance Corporation andInstitutional Investors Advisory Services

• Won the Platinum Award at the Asset Corporate Awards thelongest running Environment Social and Governance awards in Asia. This award is based onan evaluation of financial performance management corporate governance social andenvironmental responsibility and investor relations

• Declared Model Employer by the Ministry of Labour andEmployment Government of India for managing labor law compliance

• Infosys tax team won the coveted 'Asia's Best In-House Tax Teamof the Year' award for 2017 from Euromoney a leading publisher in the field of businessand finance

• Received awards for Best CEO Best CFO and Best InvestorRelations at the 2017 All-Asia Executive Team Rankings by the Institutional Investormagazine in the Technology / IT Services and Software sector

Banking (for Finacle)

• India Post powered by Finacle was a winner in the‘world's largest core banking transformation' category at the prestigious BankingTechnology magazine awards

• Won the ‘Best Digital Banking Technology' award at theBanker Middle East awards 2017

ERP services

• Won three prestigious Oracle Excellence Awards for SpecializedPartner Cloud Services

• Positioned as a Leader in The Forrester Wave™: ApplicationsManagement and Digital Operations Services Q4 2017

Technology innovation

• Positioned as a Leader in Everest Group's Digital Services inConsumer Banking PEAK Matrix 2017

• Awarded the ‘Microsoft Platform Modernization' award andthe ‘Microsoft World Wide Consulting & System Integrator Intelligent CloudAlliance Partner' award at Microsoft Inspire 2017

Sustainability

• Inducted into the prestigious Dow Jones Sustainability Indices(DJSI) and is now part of the DJSI World and DJSI Emerging Markets Indices

• Infosys Pune became the largest campus in the world to earn theLEED Platinum certification from the US Green Building Council

Human resources

• Placed fifth in Business Today's Best Companies to Work For listfor 2018

• Infosys Europe certified by the Top Employers Institute for itsexceptional employee conditions and awarded the exclusive Top Employers Europe 2018certification

• Won the Golden Peacock HR Excellence Award for 2017.

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 themission:

• To help Infoscions realize their potential - to develop growand achieve their purpose

• To build the right culture and capabilities to enable us todelight our customers

• To make Infosys the best place to work for passionateinnovative people who want to make a difference

HR management at Infosys goes beyond the set boundaries ofcompensation performance reviews and development. We look at the employee's entirework-life cycle to ensure timely interventions that help build a long-lasting andfruitful career. With this in mind we initiated several positive changes in our HRpractice this year.

We have set up a scalable recruitment and HR management process. Overthe last year on a standalone basis we received 1540498 applications from prospectiveemployees. The Infosys Group added 3743 (net) and 44110 (gross) employees this yeartaking the total strength to 204107 from 200364 at the end of the previous year.

On a standalone basis the annualized attrition rate for fiscal 2018stands at 16.4% as compared to 15.0% for the previous year.

Here are some of the initiatives we have pioneered this year alongwith recognition received for the same:

• Zero Distance (ZD) the movement to bring innovation to everyproject at Infosys continued into its third year. The total number of ZD plans increasedto over 16000 many of which were discussed with clients as the focus this year was onthe monetization of ZD plans. In addition we rewarded employees throughout the year fortheir innovative work through various awards at the unit and organization levels.

• We moved from an annual employee engagement survey model to amore continuous and customized survey format for feedback. This new approach has seen goodtraction over the year with insights gathered from various sections of employeesthroughout the annual period. These insights have led to the creation of tracks foractionizing. To help

trickle the information back into the teams all managers have accessto a dashboard containing feedback from their respective teams.

• In response to the technology disruptions that are transformingour business we have continued to empower employees by letting them take charge of theircareers and learning journeys. With a focus on preparing employees for tomorrow we haveenabled them to create and charter career and learning paths on Compass our internaldigital career platform. Through Compass we provide our employees a world ofopportunities - be it internal career movements mentoring learning internships andmore. Employees can also make use of experiences like ‘Power Programmers' (to buildcapability in emerging and high-end technologies). In addition for our Managers we havecreated MaQ an innovative analytics-based tool that equips them to stay abreast oftechnology and also makes them future-ready. Through these initiatives we continue toensure that our employees are exposed to compelling career opportunities and have accessto learning anytime anywhere.

• We continued to focus on employee safety as an important aspectof providing a great place to work. We revamped many of our processes and tech offeringsand launched the Infosys Emergency App for employees to get quick help during anemergency. We revised our workplace guidelines and security infrastructure to make themmore robust. We continuously communicated with employees on available safety measures toincrease awareness benchmarked our work in this space against the best that is on offerand sought regular feedback from employees to ensure their involvement in making Infosyseven more safe and secure.

• The Next Gen Talent Management Model was taken one step furtherthis year with the launch of a dashboard and system that captures all employee data foreasy data-driven decision-making. The system was launched to business leaders to givethem deeper analytical insights into their teams.

• To ensure that employees are at their productive best wecontinued to work on simplifying internal processes through a collaborative effort withvarious teams. Rewards and recognition in terms of the annual awards for excellencequarterly promotions and unit awards continued.

• The stock incentives program was leveraged for rewarding andretaining our high-potential employees and senior leadership.

• We were ranked second among 250+ companies which participated inthe AVTAR Best Companies for Women Score Card on Safety in India

To foster a positive workplace environment free from harassment of anynature we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) frameworkthrough which we address complaints of sexual harassment at the workplace. Our globalpolicy assures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land wherever we operate. We have also constituted an Internal

Complaints Committee (ICC) in all locations across India to considerand address sexual harassment complaints in accordance with the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. The details of the issuesraised and resolved regarding sexual harassment at the workplace are available in theBusiness Responsibility Report which is part of this Annual Report.

Education training and assessment

Infosys believes in lifelong learning for its employees and competencydevelopment continues to be a key area of strategic focus for us. Our Education Trainingand Assessment (ETA) department is at the forefront of creating a culture of learning inthe organization. In the age of disruption whether it is Digital AI Machine Learning(ML) or other emerging technologies we created more than 75 new courses for our employeesto embrace new and emerging technologies and be future-ready. We now have about 250internally created self-learning programs focusing on the key foundations and real-lifeexamples (including flight simulators) making them market-relevant effectively. These arein addition to the 1500+ courses and 3600 micro-learning videos already available. Werecently built a new learning platform called Lex. Lex is a highly scalable and modularlearning platform that allows our employees to access learning content from anywhere fromany device at any time and learn at a time convenient for them. Employees can evendownload the content and access it later when they are offline as well. With this we areable to achieve our goal of enabling ‘Learning on the Go' for our employees.

To ensure that we have systemic intervention in place to re-skill ourexisting employees in new and emerging technologies we created a recommendation engine tosuggest appropriate learning paths based on the adjacency skills they possess currentlyand created learning stacks to provide an end-to-end view of technology and industry bestpractices. This helps us bring our re-skilling programs in line with our growthprojections and address our employees' aspirations. Building up on our extensiveexperience in India we started enabling fresh hires in the US at various places likeRaleigh Indianapolis Plano etc. and making them project-ready. We have collaboratedwith local universities and MOOC providers in the US for various educational offerings.For example we are working with Rhode Island School of Design to train our employees ondigital and design skills and working with Udacity to train some of our fresh hires inthe US to offer their Nanodegree programs to our fresh hires in India and ‘SelfDriving Car Engineer' Nanodegree program to our experienced employees. Similarly we areworking with Coursera to enable our employees on Google Cloud Platform. Campus Connectour industry-academia partnership program made progress with the launch of electives tohelp engineering colleges run new programs within their curricula. In fiscal 2018 weengaged with 1052 faculty members who in turn trained 40139 students. With this thetotal number of beneficiaries covered has reached 15219 faculty members and 456324students from 286 engineering institutions.

Infosys Leadership Institute

Infosys Leadership Institute (ILI) embraces a customized approach tohost initiatives aligned to specific development needs of the senior leadership team. Ourbusiness leaders along with HR business partners identify needs for their respectivetalent pool through formal talent review discussions. These themes help us to evolve ourlearning calendar of open programs called Leadership Labs. We had over 200 leadersnominated across functions subsidiaries and technologies resulting in a diverse mixacross locations focused on leadership facets like executive presence storytelling etc.To provide deep dive into specific skills we launched four Leadership Tracks for 45leaders spanning a period of 3-6 months. In partnership with Stanford Graduate School ofBusiness we had two cohorts comprising 38 and 65 leaders who completed their graduationduring the year.

Infosys Sales Academy provides learning curricula and interventions forour sales leaders. ILI also supports development of women leaders through mentoring andwomen's leadership experience workshops. Leaders nurturing future leaders is a keycomponent of our approach to learning.

Particulars of employees

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

Additionally the following details form part of Annexure 3 to theBoard's report:

• Remuneration to non-executive / independent directors (Refer totable 3(c))

• Statement containing the names of top 10 employees in terms ofremuneration drawn (Refer to table 3(d))

• Details of employees posted in India throughout the fiscal andin receipt of a remuneration of 1.02 crore or more per annum (Refer to table 3(e) (i))

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

• The details of employees posted outside India and in receipt ofa remuneration of 60 lakh or more per annum or 5 lakh or more a month can be madeavailable on request.

Employee stock options / Restricted stock units (RSU)

The Company under the 2015 Stock Incentive Compensation Plan(‘the 2015 Plan') approved by the shareholders vide a postal ballot concluded onMarch 31 2016 grants share- based benefits to eligible employees with a view toattracting and retaining the best talent encouraging employees to align individualperformances with Company objectives and promoting increased participation by them in thegrowth of the Company.

The total number of equity shares and American Depositary Receipts(ADRs) to be allotted pursuant to the exercise of the stock incentives under the 2015 Planto the employees of the Company and its subsidiaries shall not cumulatively exceed24038883 equity shares (approximately 1% of the issued capital). The 2015 Plan is incompliance with SEBI (Share-based Employee Benefits) Regulations 2014 and there has beenno material changes to the plan during the fiscal. The details of the 2015 Plan includingterms of reference and the requirement specified under Regulation 14 of the SEBI(Share-based Employee Benefits) Regulations 2014 are available on the Company's websiteat https:/Avww. infosys.com/investors/reports-filings/Documents/disclosures-pursuant-SEBI-regulations2 018.pdf.

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

The details of stock incentives granted during the year ended March 312018 are as follows:

Approval date Grantees Date of grant

Stock incentives approved by the Board / nomination and remuneration committee

RSUs

Stock options

Apr 132017 U.B. Pravin Rao May 2 2017

27250

43000

Apr 132017 Dr. Vishal Sikka May 2 2017

270224

330525

Apr 13 2017 Eligible employees other than KMP May 2 2017

37100

73600

Jul 13 2017 Inderpreet Sawhney August 1 2017

(1) 58150

44450

Jul 13 2017 Eligible employee other than KMP August 1 2017

7450

-

Feb 27 2018 Salil Parekh February 27 2018

™ 113024

-

Feb 27 2018 M.D. Ranganath February 27 2018

66850

-

Feb 27 2018 Ravi Kumar S. February 27 2018

66850

-

Feb 27 2018 Mohit Joshi February 27 2018

66850

-

Feb 27 2018 Krishnamurthy Shankar February 27 2018

12400

-

Feb 27 2018 A.G.S. Manikantha February 27 2018

2000

-

Feb 27 2018 Eligible employees other than KMP February 27 2018

1602510

-

Note: Includes cash-setded stock incentives

(1> Includes time-based grant of 19450 RSUs and a one-timetime-based grant of 38700 RSUs on joining

Pursuant to the approval of the shareholders through a postal balloton February 20 2018 Said Parekh (CEO & MD) is eligible to receive under the 2015Plan an annual grant of RSUs of fair value 3.25 crore which will vest over time in threeequal annual installments upon completion of each year of service from the respectivegrant date a one-time grant of RSUs of fair value 9.75 crore which will vest overtime intwo equal annual installments upon completion of each year of service from the grant dateand an annual grant of performance-based RSUs of fair value 13 crore which will vestafter completion of three years the first of which concludes on March 31 2021 subjectto the achievement of performance targets set by the Board or its committee.

The Board based on the recommendations of the nomination andremuneration committee approved on February 27 2018 an annual time-based grant forfiscal 2018 of 28256 RSUs and a one-time time-based grant of 84768 RSUs. The grantswere made effective February 27 2018.

Grants exercised during the year: During fiscal 2018 exercise ofgrants by eligible employees were as follows:

Name

RSUs

Options

Exercised and allotted in fiscal 2018

Outstanding as on March 31 2018

Exercised and allotted in fiscal 2018

Outstanding as on March 31 2018

Salil Parekh™

-

113024

-

-

U.B. Pravin Rao

-

27250

-

43000

M.D. Ranganath

7662

89838

-

48400

Ravi Kumar S.

13087

106113

28187

84563

Mohit Joshi

13087

106113

-

112750

Krishnamurthy Shankar

3012

21438

-

19000

Inderpreet Sawhney™

-

58150

-

44450

Name

RSUs

Options

Exercised and allotted in fiscal 2018

Outstanding as on March 31 2018

Exercised and allotted in fiscal 2018

Outstanding as on March 31 2018

A.G.S. Manikantha

250

2750

-

-

Dr. Vishal Sikka

70772

-

-

-

Rajesh K. Murthy

11250

-

24225

-

Eligible employees other than KMP

549775

3331740

620500

Note: Includes cash-settled stock incentives

The Board based on the recommendations of the nomination andremuneration committee approved an annual time-based grant for fiscal 2018 of 28256RSUs which will vest over time in three equal annual installments upon completion of eachyear of service and a one-time time-based grant of 84768 RSUs which will vest over timein two equal annual installments upon completion of each year of service from the grantdate.

(2) Includes time-based grant of 19450 RSUs and a one-time time-basedgrant of 38700 RSUs on joining

During fiscal 2018 Dr. Vishal Sikka exercised 70772 RSUs.Consequent to his resignation from the Company on August 24 2017 the unvested stockincentives (time-based and performance-based awards) granted to him were forfeited.

C4) Resigned effective January 31 2018 and the unvested stockincentives granted to him were forfeited.

4. Corporate governance

Our corporate governance philosophy

Our corporate governance practices are a reflection of our value systemencompassing our culture policies and relationships with our stakeholders. Integrity andtransparency are key to our corporate governance practices to ensure that we gain andretain the trust of our stakeholders at all times. Corporate governance is aboutmaximizing shareholder value legally ethically and sustainably. At Infosys our Boardexercises its fiduciary responsibilities in the widest sense of the term. Our disclosuresseek to attain the best practices in international corporate governance. We also endeavorto enhance long-term shareholder value and respect minority rights in all our businessdecisions.

Our Corporate governance report for fiscal 2018 forms part of thisAnnual Report.

Board diversity

The Company recognizes and embraces the importance of a diverse boardin its success. We believe that a truly diverse board will leverage differences inthought perspective knowledge skill regional and industry experience cultural andgeographical background age ethnicity race and gender that will help us retain ourcompetitive advantage. The Board Diversity Policy adopted by the Board sets out itsapproach to diversity. The policy is available on our website athttps:/Avww.infosys.com/investors/corporate-governance/documents/board-diversity-policy.pdf.

Additional details on Board diversity are available in the Corporategovernance report that forms part of this Annual Report.

Number of meetings of the Board

The Board met 11 times during the financial year. The meeting detailsare provided in 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 executivenon-executive and independent directors to maintain the independence of the Board andseparate its functions of governance and management. As of March 31 2018 the Board hadnine members two of whom were executive or whole-time directors one a non-executive andnon-independent member and six independent directors. Three of the independent directorsof the Board are women.

The policy of the Company on directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available on our website at https://www.infosys.com/investors/corporate-govemance/documents/nomination-remuneration-policy.pdf.

There has been no change in the policy since last fiscal. We affirmthat the remuneration paid to the directors is as per the terms laid out in the Nominationand Remuneration Policy of the Company.

Declaration by independent directors

The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he / she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the Listing Regulations.

Board evaluation

The nomination and remuneration committee engaged Egon Zehnderexternal consultants to conduct Board evaluation for the year. The evaluation of all thedirectors committees Chairman of the Board and the Board as a whole was conducted basedon the criteria and framework adopted by the Board. The evaluation parameters and theprocess have been explained in the Corporate governance report. The outcome of the Boardevaluation for fiscal 2018 was discussed by the nomination and remuneration committee andthe Board at the meeting held on April 13 2018.

Familiarization program for independent directors

All new independent directors inducted into the Board attend anorientation program. The details of the training and familiarization program are providedin the Corporate governance report. Further at the time of the appointment of anindependent director the Company issues a formal letter of appointment outlining his /her role function duties and responsibilities. The format of the letter of appointmentis available on our website at https://www.infosys.com/investors/corporate-governance/Documents/appointment- independent-director.pdf.

Directors and key managerial personnel Inductions

The following appointments were made during the year:

• Nandan M. Nilekani as non-executive non-independent director andChairman of the Board effective August 24 2017 approved by shareholders vide a postalballot concluded on October 7 2017.

• D. Sundaram as independent director of the Board effective July14 2017 approved by shareholders vide a postal ballot concluded on October 7 2017.

• Salil Parekh as the Chief Executive Officer and ManagingDirector (CEO & MD) effective January 22018 approved by shareholders vide a postalballot concluded on February 20 2018.

• Inderpreet Sawhney as Group General Counsel and Chief ComplianceOfficer effective July 3 2017 and as key managerial personnel (KMP) as defined underInd AS 24 Related Party Disclosures effective July 14 2017.

Reappointments

As per the provisions of the Companies Act 2013 U.B. Pravin Rao whohas been longest in the office retires by rotation at the ensuing AGM and beingeligible seeks reappointment. The Board recommends his reappointment.

Retirements and resignations

R. Seshasayee resigned as non-executive Chairman and member of theBoard effective August 24 2017.

Dr. Vishal Sikka was appointed as Executive Vice Chairman subsequent tohis resignation as CEO and MD at the Board meeting held on August 18 2017 and resigned asa Director and Executive Vice Chairman effective August 24 2017. Prof. John W. Etchemendyand Prof. Jeffrey S. Lehman independent directors resigned as members of the Boardeffective August 24 2017.

Gopi Krishnan Radhakrishnan resigned as Acting General Counsel and KMPeffective June 24 2017.

Sandeep Dadlani President and Segment Head - Manufacturing RetailCPG and Logistics resigned as KMP effective July 14 2017.

Rajesh K. Murthy President and Segment Head - Energy ResourcesUtilities and Communications and Services resigned as KMP effective January 31 2018.

Change in designation

The Board at its meeting held on April 13 2018 appointed KiranMazumdar-Shaw as the Lead Independent Director.

Ravi Venkatesan resigned as Co-Chairman of the Board and continued tobe a member of the Board effective August 24 2017.

The Board upon the resignation of Dr. Vishal Sikka appointed U.B.Pravin Rao Chief Operating Officer and Whole-time Director as Interim Chief ExecutiveOfficer and Managing Director at its meeting held on August 182017. The Board at itsmeeting held on December 22017 appointed Salil Parekh as Chief Executive Officer andManaging Director effective January 2 2018 and accordingly re-designated U.B. Pravin Raoas Chief Operating Officer and Whole-time Director with effect from January 2 2018. Theshareholders approved these vide a postal ballot concluded on February 20 2018.

Committees of the Board

As on March 312018 the Board had six committees: the audit committeethe nomination and remuneration committee the corporate social responsibility committeethe stakeholders relationship committee the risk and strategy committee and the financeand investment committee. The committee of directors was dissolved with effect fromJanuary 12 2018. The finance and investment committee was dissolved effective April 132018. The roles and responsibilities of the finance and investment committee weredelegated to the audit committee with effect from April 13 2018. All committees exceptthe corporate social responsibility committee consist entirely of independent directors.

A detailed note on the composition of the Board and its committees isprovided in the Corporate governance report.

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of fraud error reporting mechanismsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

Significant and material orders

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's operations infuture.

The Company has submitted a settlement application on December 5 2017with the Securities and Exchange Board of India (SEBI). The settlement applicationpertains to matters relating to the severance agreement entered into with Rajiv Bansalthe Company's former CFO in October 2015. Through the settlement process the Companywants to resolve allegations relating to the Company not seeking prior and separateapproval of the nomination and remuneration committee and the audit committee in relationto the severance agreement entered into with Rajiv Bansal; and in relation to disclosurespertaining to the said severance agreement cessation of payments and initiation ofarbitration under the severance agreement. The settlement application process is based onan undertaking that the Company will neither admit nor deny the finding of fact orconclusion oflaw. The Company will provide an update upon the conclusion of the settlementprocess.

Reporting of frauds by auditors

During the year under review neither the statutory auditors nor thesecretarial auditor has reported to the audit committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board's report.

Annual return

In accordance with Section 134(3)(a) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure 6 to theBoard's report.

Secretarial standards

The Company complies with all applicable secretarial standards.

Listing on stock exchanges

The Company^ shares are listed on BSE Limited and National StockExchange of India Limited and ADSs are listed on New York Stock Exchange (NYSE) EuronextParis and Euronext London. Infosys was inducted into the Dow Jones Sustainability Indicesin fiscal 2018.

BSE Limited: The Company^ shares were listed on BSE in June 1993 andwill be completing 25 years of public listing in India.

New York Stock Exchange: The Company listed its ADSs on the NYSE onDecember 12 2012. The Company celebrated its fifth anniversary of being listed on NYSE onDecember 20 2017 by ringing the ‘opening bell'.

Infosys leaders ringing the NYSE opening bell to mark five years oflisting on the NYSE

Proposed delisting of ADSs on Euronext Paris and Euronext London

In March 2018 the Company announced its intention to voluntarilydelist its ADSs from the Euronext Paris and Euronext London exchanges. The primary reasonfor seeking the proposed delisting is the low average daily trading volume of Infosys ADSson these exchanges which is not commensurate with the related administrativerequirements. During the five-year period of the Company's listing on Euronext Paris andEuronext London the average daily

trading volume of the Company's ADSs was significantly lower than itsaverage daily trading volume on the NYSE. The proposed delisting is subject to approvalfrom Euronext Paris

S.A. and Euronext London Limited. There will be no change in theInfosys share / ADS count capital structure and float as a result of the proposeddelisting from the above exchanges. Infosys ADSs will continue to be listed on the NYSEunder the symbol ‘INFY and investors can continue to trade their ADSs on the NYSE asbefore.

Subject to the approval of the proposed delisting by Euronext ParisS.A. and Euronext London Limited a sale facility will be provided by the Company to theholders of ADSs trading on the Euronext Paris and Euronext London exchanges. ADS holderswho opt for it will be able to sell their ADSs on the NYSE in accordance with EuronextParis and Euronext London rules. ADS holders who do not opt for it can continue to retaintheir ADSs and will be able to trade their ADSs on the NYSE. Further until the date ofcompletion of the proposed delisting the ADS holders can continue to trade their ADSs onthe Euronext Paris and Euronext London exchanges.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 (‘theRules') all unpaid or unclaimed dividends are required to be transferred by the Companyto the IEPF established by the Government of India after the completion of seven years.Further according to the Rules the shares on which dividend has not been paid or claimedby the shareholders for seven consecutive years or more shall also be transferred to thedemat account of the IEPF Authority. Accordingly the Company has transferred theunclaimed and unpaid dividends of 20447770. Further 105234 corresponding shares weretransferred as per the requirements of the IEPF rules. The details are provided in theShareholder information section of this Annual Report and are also available on ourwebsite at www.infosys.com/IEPE

Directors' responsibility statement

The financial statements are prepared in accordance with IndianAccounting Standards (Ind AS) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values the provisions ofthe Act (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribedunder Section 133 of the Companies Act 2013 (‘the Act') read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016. Effective April 1 2016 the Company has adopted all theInd AS standards and the adoption was carried out in accordance with applicable transitionguidance. Accounting policies have been consistently applied except where a newly- issuedaccounting standard is initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use.

The directors confirm that:

• In preparation of the annual accounts for the financial yearended March 31 2018 the applicable accounting standards have been followed and there areno material departures.

• They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.

• They have taken proper and sufficient care towards themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

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

• They have laid down internal financial controls which areadequate and are operating effectively.

• They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

5. Audit reports and auditors Audit reports

• The Auditors' Report for fiscal 2018 does not contain anyqualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.

• The Secretarial Auditors' Report for fiscal 2018 does notcontain any qualification reservation or adverse remark. The Secretarial Auditors' Reportis enclosed as Annexure 5 to the Board's report in this Annual Report.

• As required by the Listing Regulations the auditors'certificate on corporate governance is enclosed as Annexure 4 to the Board's report. Theauditors' certificate for fiscal 2018 does not contain any qualification reservation oradverse remark.

• In addition the Company has also voluntarily engaged aPracticing Company Secretary to audit on corporate governance. The report does not containany qualification reservation or adverse remarks.

Auditors Statutory auditors

Under Section 139 of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate the statutory auditors on completion of the maximumterm permitted under the said section. In line with the requirements of the Companies Act2013 Deloitte Haskins & Sells LLP Chartered Accountants (Firm registration number117366 W/W 100018) (‘Deloitte') was appointed as the statutory auditors of theCompany to hold office for a period of five consecutive years from the conclusion of the36th Annual General Meeting of the Company held on June 24 2017 till the conclusion ofthe 41st Annual General Meeting to be held in the year 2022 subject to ratification byshareholders at the general meeting or as may necessitated by the Act from time to time.The first year of audit was of the financial statements for the year ending March 312018which included the audit

of the quarterly financial statements for the year. Accordingly theappointment of Deloitte Haskins & Sells LLP is being placed before the shareholdersfor ratification.

Secretarial auditor

As required under Section 204 of the Companies Act 2013 and Rulesthereunder the Board has appointed Parameshwar G. Hegde of Hegde & Hegde PracticingCompany Secretaries as secretarial auditor of the Company for fiscal 2019.

6. Corporate social responsibility (CSR)

Infosys has been an early adopter of CSR initiatives. The Company worksprimarily through its CSR trust the Infosys Foundation towards supporting projects ineradication of hunger and malnutrition promoting education art and culture healthcaredestitute care and rehabilitation environmental sustainability disaster relief and ruraldevelopment projects. Details of the CSR policy are available on our website at https://www. infosys. com/investors/corporate-governance/Documents/corporate-social-responsibility-policy.pdf. The annual report on our CSRactivities is appended as Annexure 7 to the Board's report.

Infosys Foundation

Infosys Foundation was established in 1996 for social welfareactivities. Since its inception the Foundation through its grant-making and partnershipswith individuals government bodies and competent non-governmental bodies has fostered asustainable culture of development in the areas of healthcare promotion of educationeradication of hunger rural development art and culture and destitute care acrossIndia.

This year the Foundation's activities have extended from Jammu &Kashmir to Tamil Nadu and from Gujarat to Arunachal Pradesh with an emphasis onexpanding our reach while ensuring focus on key areas of development. The highlights ofthe Foundation's work included the building of a dharmashala at PGIMER Chandigarhgravity-fed water supply systems around Visakhapatnam renovation of Capital Hospital atBhubaneswar a hi-tech kitchen at Kandi Telangana in partnership with the Akshaya PatraFoundation and continued Swachh Bharat efforts in Tamil Nadu Karnataka Maharashtra andTelangana. For more details on the Foundation's activities visit https://www.infosys.com/infosys-foundation.

Akshaya Patra's mega kitchen in Kandi Telangana funded by theFoundation will be able to prepare meals for 100000 people at a time

Infosys Foundation USA

In fiscal 2018 Infosys Foundation USA advanced its mission to increaseaccess to Computer Science (CS) and Maker education with an emphasis on under-representedstudents. The Foundation has impacted teachers students and schools across US statesthrough 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 somemembers of its management in 2009 to encourage the pursuit and practice of the sciencesand research. The Infosys Prize governed by the ISF recognizes some of the finestresearch connected to India. The prize winners are awarded a purse of 65 lakh (tax-free inIndia) and a citation by a jury of global renown across six fields. The winners of theInfosys Prize 2017 were Prof. Sanghamitra Bandyopadhyay (Director Indian StatisticalInstitute (ISI) Kolkata) in Engineering and Computer Science Prof. Ananya Jahanara Kabir(Professor of English Literature King's College London UK) in Humanities Prof. UpinderS. Bhalla (Professor National Centre for Biological Sciences Tata Institute ofFundamental Research (TIFR) Bengaluru) in Life Sciences Prof. Ritabrata Munshi(Professor School of Mathematics TIFR Mumbai and Statistics and Mathematics Unit ISIKolkata) in Mathematical Sciences Prof. Yamuna Krishnan (Professor Department ofChemistry University of Chicago US) in Physical Sciences and Prof. Lawrence Liang(Professor School of Law Governance and Citizenship Ambedkar University Delhi) inSocial Sciences. The chief guest Prof. Kip Thome Nobel laureate in Physics for 2017along with the jury chairs and trustees gave away the prizes to the winners at a ceremonyin Bengaluru on January 102018.

For more details on the ISF's activities visit www.infosys-sdence-foundation.com.

Sustainability initiatives

Our sustainability charter is driven by our core values and ethics. Oursustainability actions encompass economic social and environmental dimensions. ThroughCampus Connect we share some of our best practices with engineering colleges thusaligning the needs of institutions faculty and students with those of the IT industry.SPARK and Rural Reach programs focus on raising aspirations and building awareness aboutcomputers and the power of IT among students in rural India. For more information aboutour industry-academia partnerships visit our website https:// www.infosys.com/sustainabihty.

We have been persistent in our efforts to ensure reuse recycling andresponsible disposal of waste to minimize the amount of waste going to landfills. In ourefforts to achieve our goal of sourcing 100% of our electricity requirements fromrenewables we have continued to invest in solar energy across our campuses. In fiscal2018 we installed a solar farm of 30MW capacity in Karnataka. Details of ourenvironmental sustainability actions are available in Annexure 8 to the Board's report.

Dow Jones Sustainability Indices: Infosys has been inducted into theprestigious Dow Jones Sustainability Indices (DJSI) on September 7 2017 and is now partof the DJSI World and DJSI Emerging Markets Indices. This recognition is testimony toInfosys' corporate sustainability leadership in the IT services and Internet Software andServices industry.

Conservation of energy research and development technologyabsorption foreign exchange earnings and outgo

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

Business Responsibility Report (BRR)

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

We also publish the Sustainability Report annually. This is acomprehensive report that covers all aspects of our sustainability activities. The reportis independently assured by DNV GL in accordance with the Global Reporting Initiative'sframework. For more details visit https://www. infosys.com/sustainability/.

Green initiatives

Electronic copies of the Annual Report 2017-18 and the Notice of the37th Annual General Meeting are sent to all members whose email addresses are registeredwith the Company / depository partidpant(s). For members who have not registered theiremail addresses physical copies are sent in the permitted mode.

Acknowledgments

We thank our customers vendors investors bankers employeevolunteers and trustees of Infosys Foundation Infosys Foundation USA and Infosys ScienceFoundation for their continued support during the year. We place on record ourappreciation of the contribution made by our employees at all levels. Our consistentgrowth was made possible by their hard work solidarity cooperation and support.

We thank the governments of various countries where we have ouroperations. We thank the Government of India particularly the Ministry of Labour andEmployment the Ministry of Communications the Ministry of Electronics and InformationTechnology the Ministry of Commerce and Industry the Ministry of Finance the Ministryof Corporate Affairs the Central Board of Direct Taxes the Central Board of IndirectTaxes and Customs the Reserve Bank of India Securities and Exchange Board of India(SEBI) various departments under the state governments and union territories theSoftware Technology Parks (STPs) / Special Economic Zones (SEZs) - Bengaluru BhubaneswarChandigarh Chennai Gurugram Hubballi Hyderabad Indore Jaipur Kolkata MangaluruMysuru Nagpur Noida Pune Mumbai Kochi and Thiruvananthapuram - and other governmentagencies for their support and look forward to their continued support in the future. Wealso thank the US federal government the Securities and Exchange Commission the InternalRevenue Service and various state governments especially those of Indiana Rhode IslandConnecticut Texas and North Carolina.

for and on behalf of the Board of Directors

Bengaluru April 13 2018

Nandan M. Nilekani Salil Parekh
Chairman Chief Executive Officer and Managing Director

Annexure 1 - Statement containing the salient features of the financialstatements of subsidiaries / associate companies

[Pursuant to first proviso to sub-section (3) of Section 129 of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014-AOC-l]

List of subsidiaries

in crore except % of shareholding and exchange rate

Name of the subsidiary

Financial period ended

Date of acquisition

Exchange rate / Reporting currency

Share capital

Reserves and surplus

Total assets

Total liabilities (excluding share capital and reserves and surplus)

Investments

(1) Turnover (includes inter-company transactions)

(1) Profit / (Loss) before taxation

(1) Provision for taxation

"Profit/ (Loss) after taxation

%of shareholding

1 Infosys BPM Limited (formerly Infosys BPO Limited)

Mar 31 2018

NA

INR

34

3407

3980

539

857

3061

642

173

469

99.98

2 EdgeVerve Systems Limited

Mar 31 2018

NA

INR

1312

(2709)

880

2277

43

2439

454

142

312

100.00

3 Infosys Public Services Inc.

Mar 31 2018

NA

1 USD = 65.18

98

365

650

187

952

127

54

73

100.00

4 Infosys Technologies (China) Co. Limited

Dec 31 2017

NA

1 RMB = 9.82

331

(181)

438

288

919

(76)

(76)

100.00

5 Infosys McCamish Systems LLCt+)

Mar 31 2018

Dec 4 2009

1 USD = ^65.18

175

(6)

627

458

820

67

25

42

99.98

6 Infy Consulting Company Limited

Dec 31 2017

NA

1 GBP = 86.28

22

221

199

791

20

4

16

100.00

7 Infosys Consulting GmbH

Dec 31 2017

NA

1 EUR = 76.53

1

(20)

219

238

654

(6)

(2)

(4)

100.00

8 Infosys Poland Sp. z o.o.(4)

Mar 31 2018

Oct 1 2007

1 PLN = 19.15

4

576

703

123

71

519

84

16

68

99.98

9 Infosys Consulting AG

Dec 31 2017

NA

1 CHF = 65.50

1

71

183

111

450

17

5

12

100.00

10 Infosys Technologies (Shanghai) Company Limited

Dec 31 2017

NA

1 RMB = ^9.82

895

(95)

1097

297

278

(96)

(96)

100.00

11 Infosys Tecnologia do Brasil Ltda.

Dec 31 2017

NA

1 BRL = 19.32

146

(26)

204

84

270

32

9

23

100.00

12 Infosys Technologies S. de R. L. de C. V

Dec 31 2017

NA

1 MXN = 3.25

65

81

185

39

261

57

17

40

100.00

13 Panaya Ltd.

Dec 31 2017

NA

1 USD = 63.88

256

(651)

235

630

-

235

(144)

14

(158)

100.00

14 Kallidus Inc.

Dec 31 2017

Jun 2 2015

1 USD = 63.88

15

66

175

94

193

(92)

(26)

(66)

100.00

15 Infosys Management Consulting Pty. Limited

Dec 31 2017

NA

1 AUD = 49.95

17

(7)

30

20

138

9

(4)

13

100.00

16 Infosys Consulting Ltda.

Dec 31 2017

NA

1 BRL = 19.32

137

(194)

81

138

133

(71)

1

(72)

99.99

17 Lodestone Management Consultants Co. Ltd.

Dec 312017

NA

1 RMB = 9.82

43

(153)

42

152

117

(68)

(1)

(67)

100.00

18 Infosys Consulting Sp. Z o.o.

Dec 312017

NA

1 PLN = 18.29

2

7

40

31

108

11

3

8

100.00

19 Panaya Inc.

Dec 312017

Mar 5 2015

1 USD = 63.88

402

553

151

105

4

2

2

100.00

20 Infosys Technologies (Sweden) AB

Dec 312017

NA

1 SEK = ^7.78

2

23

42

17

100

4

4

100.00

21 Portland Group Pty. Limited

Mar 31 2018

Jan 4 2012

1 AUD = ^50.05

18

91

128

19

89

3

1

2

99.98

22 Infosys (Czech Republic) Limited s.r.o

Mar 31 2018

NA

1 CZK = 3.16

3

72

96

21

21

78

1

1

99.98

23 Infosys Consulting Pte Ltd.

Dec 312017

NA

1 SGD = 47.81

52

(52)

22

22

68

1

1

100.00

24 Infy Consulting B.V

Dec 312017

NA

1 EUR = ^76.53

1

29

48

18

65

2

(1)

3

100.00

25 Skava Systems

Jun 2

Pvt. Ltd.

Mar 31 2018

2015

INR

-

38

44

6

5

57

10

(5)

15

100.00

26 Brilliant Basics Limited

Mar 31 2018

NA

1 GBP = ^92.28

(5)

17

22

54

(5)

(5)

100.00

27 Panaya GmbH

Dec 312017

NA

1 EUR = 76.53

-

(2)

62

64

-

30

1

-

1

100.00

28 Infosys Consulting SAS

Dec 312017

NA

1 EUR = 76.53

29

(23)

13

7

26

6

(2)

8

100.00

29 Infosys Consulting S.R.L.

Dec 312017

NA

1 ARS = 3.34

7

(7)

11

11

23

1

2

(1)

100.00

30 Infosys Consulting (Belgium) NV

Dec 312017

NA

1 EUR = 76.53

3

(27)

10

34

22

1

(1)

2

99.90

31 S.C. Infosys Consulting S.R.L.

Dec 312017

NA

1 RON = 16.42

1

7

10

2

18

2

2

100.00

32 Lodestone Management Consultants Portugal Unipessoal Lda

Dec 312017

NA

1 EUR = 76.53

11

(8)

10

7

11

1

1

100.00

33 Lodestone
Management Consultants Inc.t5)

Dec 312017

NA

1 USD = 63.88

1

24

25

9

2

3

(1)

100.00

34 PanayaJapan Co. Ltd.

Dec 312017

NA

1JPY = ^0.5677

(1)

15

16

4

100.00

35 Infosys Consulting s.r.o.

Dec 312017

NA

1 CZK = 2.99

5

6

1

4

100.00

36 Brilliant Basics (MENA) DMCC

Dec 312017

NA

1 AED = ^ 17.39

1

1

2

6

6

100.00

37 Infosys Technologies (Australia) Pty. Limited

Mar 31 2018

Jan

2004

1 AUD = ^50.05

4

34

38

1

1

100.00

38 Infosys Nova Holdings LLC. (Infosys Nova)

Dec 312017

NA

1 USD = 63.88

93

(93)

(97)

(97)

100.00

39 Brilliant Basics Holdings Limited

Mar 31 2018

Sep 8 2017

1 GBP = 92.28

14

14

100.00

40 Infosys Consulting Holding AG

Dec 312017

Oct 22 2012

1 CHF = 65.50

166

46

425

213

(78)

1

(79)

100.00

41 Lodestone Management Consultants GmbH (Austria)

Dec 312017

NA

1 EUR = f 76.53

1

(1)

2

2

100.00

42 Infosys BPO Americas LLC

Mar 31 2018

NA

1 USD = 65.18

7

(9)

3

5

(5)

(5)

99.98

43 Infosys Americas Inc.

Mar 31 2018

NA

1 USD = ^65.18

1

-

1

-

-

-

-

-

-

100.00

(1) Converted at monthly average exchange rates

(2) Wholly-owned subsidiary of Infosys Consulting Holding AG (formerlyLodestone Holding AG)

Majority-owned and controlled subsidiary of Infosys ConsultingHolding AG

formerly Lodestone Holding AG)

(4) Wholly-owned subsidiary of Infosys BPM limited

(5) Under liquidation

(6) Wholly-owned subsidiary of Panaya Inc.

m Wholly-owned subsidiary of Brilliant Basics Holdings Limited

18) During fiscal 2018 the holding company of Lodestone ManagementConsultants GmbH (Austria) changed from Infosys Consulting Holding AG to Infosys Limited

19) During fiscal 2017 the holding company of Infosys Consulting PteLtd. changed from Infosys Consulting Holding AG to Infosys Limited

Notes:

1. Investments exclude investments in subsidiaries.

2. Proposed dividend from any of the subsidiaries is nil.

3. Infosys Canada Public Services a wholly-owned subsidiary of InfosysPublic Services Inc. has been

liquidated effective May 9 2017.

4. Noah Consulting LLC (‘Noah') has been liquidated effectiveNovember 9 2017.

5. Noah Information Management Consulting Inc a wholly-ownedsubsidiary of Noah Consulting LLC

has been liquidated effective December 20 2017.

6. Infosys Arabia Limited a subsidiary of Infosys Limited has beenincorporated effective March 18

2018 and is yet to commence operations.

7. Infosys Chile SpA a subsidiary of Infosys Limited has beenincorporated on November 20 2017 and

it is yet to commence operations.

8. DWA Nova LLC an associate has been liquidated effective November17 2017.

9. Reserves and surplus include other comprehensive income andsecurities premium.

for and on behalf of the Board of Directors of Infosys Limited

Salil Parekh

U.B. Pravin Rao

Chief Executive Officer and

Chief Operating Officer and

Managing Director

Whole-time Director

M.D. Ranganath

A.G.S. Manikantha

Chief Financial Officer

Company Secretary

Nandan M. Nilekani Chairman

D. Sundaram Director

Annexure 2 - Particulars of contracts / arrangements made with relatedparties

[Pursuant to Clause (h) of sub-section (3) of Section 134 of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014-AOC-2]

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 including certain arm's length transactionsunder third proviso thereto.

As per Section 188 of the Companies Act 2013 whenever a company availsor renders any service directly or through agents amounting to 10% or more of the turnoverof the company or 50 crore whichever is lower prior approval of the shareholders isrequired. However shareholders' approval for such transactions need not be sought if thetransactions are between the holding company and its wholly-owned subsidiaries whoseaccounts are consolidated with the holding company and placed for shareholders' approval.

Details of contracts or arrangements or transactions not at arm'slength basis

There were no contracts or arrangements or transactions entered intoduring the year ended March 31 2018 which were not at arm's length basis.

Details of material contracts or arrangement or transactions at arm'slength basis

The details of material contracts or arrangement or transactions atarm's length basis for the year ended March 31 2018 are as follows:

Name of related party Nature of relationship Duration of contract Salient terms™

Amount (in crore)

Nature of contract Investment in equity instruments
Infosys Technologies (China) Co. Limited Subsidiary Not applicable Not applicable

97

Infosys Technologies (Shanghai) Company Limited Subsidiary Not applicable Not applicable

74

Panaya Inc. Subsidiary Not applicable Not applicable

38

Brilliant Basics Holdings Limited Subsidiary Not applicable Not applicable

29

238

Purchase of services
Infy Consulting Company Limited Subsidiary Nov 1 2012 - ongoing Based on transfer pricing guidelines

729

Infosys BPM Limited (formerly Infosys BPO Limited) Subsidiary Apr 1 2012 - ongoing Based on transfer pricing guidelines

502

Infosys Management Consulting Pty. Limited Subsidiary Jan 1 2013 - ongoing Based on transfer pricing guidelines

99

Noah Consulting LLC Subsidiary Not Applicable Based on transfer pricing guidelines

91

Infosys Technologies (China) Co. Limited Subsidiary Apr 1 2011 - ongoing Based on transfer pricing guidelines

88

Panaya Ltd. Subsidiary Apr 1 2015 - ongoing Based on transfer pricing guidelines

84

Infosys Technologies (Shanghai) Company Limited Subsidiary May 1 2017 - ongoing Based on transfer pricing guidelines

65

Infosys Technologies (Sweden) AB Subsidiary Apr 23 2009 - ongoing Based on transfer pricing guidelines

56

Infosys Technologies S. de R. L. de C. V Subsidiary Apr 1 2011 - ongoing Based on transfer pricing guidelines

27

Infosys Public Services Inc. Subsidiary Apr 1 2014 - ongoing Based on transfer pricing guidelines

22

Infosys McCamish Systems LLC Subsidiary Apr 1 2012 - ongoing Based on transfer pricing guidelines

3

1766

Purchase of shared services including facilities and personnel
Infosys BPM Limited (formerly Infosys BPO Limited) Subsidiary Apr 1 2014 - ongoing Based on transfer pricing guidelines

21

Infosys Technologies S. de R. L. de C. V Subsidiary Apr 1 2016 - ongoing Based on transfer pricing guidelines

2

23

Sale of services
Infosys Public Services Inc Subsidiary Apr 1 2013 - ongoing Based on transfer pricing guidelines

628

Edge Verve Systems Limited Subsidiary Jul 1 2014 - ongoing Based on transfer pricing guidelines

407

Infosys McCamish Systems LLC Subsidiary Apr 1 2013 - ongoing Based on transfer pricing guidelines

113

Infosys BPM Limited (formerly Infosys BPO Limited) Subsidiary Apr 1 2012 - ongoing Based on transfer pricing guidelines

70

Infy Consulting Company Limited Subsidiary Nov 1 2012 - ongoing Based on transfer pricing guidelines

40

Infosys Technologies (China) Co. Limited Subsidiary Apr 1 2013 - ongoing Based on transfer pricing guidelines

27

Infosys Technologies S. de R. L. de C. V Subsidiary Apr 1 2013 - ongoing Based on transfer pricing guidelines

22

Infosys Technologies (Sweden) AB Subsidiary Apr 1 2015 - ongoing Based on transfer pricing guidelines

11

Infosys Technologies (Shanghai) Company Limited Subsidiary May 1 2017 - ongoing Based on transfer pricing guidelines

7

1325

Sale of shared services including facilities and personnel
Infosys BPM Limited formerly Infosys BPO Limited) Subsidiary Apr 1 2014 - ongoing Based on transfer pricing guidelines

67

Panaya Ltd. Subsidiary Apr 1 2015 - ongoing Based on transfer pricing guidelines

48

Edge Verve Systems Limited Subsidiary Jul 1 2014 - ongoing Based on transfer pricing guidelines

40

Infy Consulting Company Limited Subsidiary Apr 1 2016 - ongoing Based on transfer pricing guidelines

3

Infosys Public Services Inc. Subsidiary Apr 1 2014 - ongoing Based on transfer pricing guidelines

2

160

m Appropriate approvals have been taken for related party transactions.Advances paid have been adjusted against billings wherever applicable. 01 Noah ConsultingLLC has been liquidated effective November 9 2017. For details refer to Note 2.3.1 ofthe standalone financial statements.

for and on behalf of the Board of Directors

Nandan M. Nilekani

Salil Parekh

Chairman

Chief Executive Officer and Managing Director

Bengaluru April 13 2018

Annexure 3 - Particulars of employees

We are a leading provider of consulting technology outsourcing andnext-generation digital services. We enable clients in more than 45 countries tooutperform their competition and stay ahead of the innovation curve. The remuneration andperquisites provided to our employees including that of the Management are on par withindustry benchmarks. The nomination and remuneration committee continuously reviews thecompensation of our CEO COO and other KMP to align both the short-term and long-termbusiness objectives of the Company and to link compensation with the achievement of goals.

The details of remuneration to KMP including CEO and COO in the tables3(a) and 3(b) are in compliance with Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. In accordance with the requirementstables 3(a) and 3(b) include the perquisite value of stock incentives at the time of theirexercise and do not include the value of the stock incentives at the time of grant.

Information as per Rule 5(1) of Chapter XIII Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 3(a) Remuneration to whole-timedirectors (WTD)

Name of the director

Director Identification Number (DIN)

Title

Remuneration in fiscal 2018 (in crore)*

Remuneration in fiscal 2017 (in crore)*

% increase of remuneration in fiscal 2018 as compared to fiscal 2017*

Ratio of remuneration to MRE excluding WTDs*

Ratio of remuneration to MRE including WTDs*

Salil ParekhWX2)

01876159

CEO & MD

3.98

NA

NA

273

273

U.B. Pravin Rao

06782450

COO & WTD

8.22

7.80

5

138

137

Dr. Vishal Sikka

06897177

CEO & MD

12.92

16.01

NA

NA

NA

Notes: The details in the above table are on accrual basis.

For the purpose of comparison remuneration for both fiscal 2018 andfiscal 2017 are given for the full year except where specifically stated otherwise.Accordingly the percentage increase and ratio of remuneration are computed on anannualized basis wherever applicable.

# Includes fixed pay variable pay retiral benefits and the perquisitevalue of stock incentives exercised during the period determined in accordance with theprovisions of the Income-tax Act 1961. Accordingly the value of stock incentives grantedduring the period is not included. The number of stock incentives granted in fiscal 2018is mentioned in the notes below.

Appointed as Chief Executive Officer and Managing Director effectiveJanuary 2 2018. The appointment is for a term of five years with effect from January 22018 to January 1 2023 and the remuneration is approved by shareholders vide a postalballot concluded on February 20 2018.

Pursuant to the approval of the shareholders through a postal balloton February 20 2018 Salil Parekh is eligible to receive the following under the 2015Plan

a) an annual grant of RSUs of fair value 3.25 crore which will vestover time in three equal annual installments upon completion of each year of service fromthe respective grant date

b) a one-time grant of RSUs of fair value 9.75 crore which will vestover time in two equal annual installments upon completion of each year of service fromthe grant date and

c) an annual grant of performance-based RSUs of fair value 13 crorewhich will vest after completion of three years the first of which concludes on March312021 subject to the achievement of performance targets set by the Board or itscommittee.

The Board based on the recommendations of the nomination andremuneration committee approved on February 272018 the annual time-based grant forfiscal 2018 of 28256 RSUs and a one-time time-based grant of 84768 RSUs. The grantswere made effective February 27 2018.

(3) Appointed as Interim Chief Executive Officer and Managing Directoreffective August 18 2017. Subsequendy on January 2 2018 re-designated as ChiefOperating Officer and Whole-time Director. The salary remains unchanged on the appointmentand redesignation.

(4) On March 31 2017 the shareholders vide a postal ballot approved arevision in the salary of U.B. Pravin Rao COO and Whole-time Director effective November1 2016. Based on fiscal 2016 performance the nomination and remuneration committee atits meeting held on October 14 2016 recommended a grant of 27250 RSUs and 43000 ESOPsamounting to 4 crore to U.B. Pravin Rao under the 2015 Plan and the same was approved bythe shareholders through a postal ballot on March 31 2017. These RSUs and ESOPs weregranted effective May 2 2017.

Resigned as Chief Executive Officer and Managing Director effectiveAugust 18 2017 and as Executive Vice Chairman effective August 24 2017

(6) Includes US$0.25 million (approximately 1.60 crore) and US$0.21million (approximately 1.34 crore) as part of 90 days base pay in lieu of notice andvariable pay respectively for fiscal 2018 on account of resignation. Additionallyremuneration for fiscal 2018 includes 6.78 crore on account of exercise of 70772 RSUsduring fiscal 2018.

(7) Includes US$0.82 million (approximately 5.33 crore) as variable payfor fiscal 2017 as approved by the nomination and remuneration committee on April 132017.Additionally includes 3.69 crore on account of exercise of 34062 RSUs during fiscal2017.

c For fiscal 2017 120700 time-based RSUs amounting to US$2 million(approximately 13.42 crore) were granted on August 1 2016. Additionally based on fiscal2017 performance evaluation the Board on the recommendations of the nomination andremuneration committee approved on April 13 2017 performance-based equity and stockoptions for fiscal 2017 comprising 132483 RSUs amounting to US$ 1.9 million(approximately 12.91 crore) and 330525 ESOPs amounting to US$0.96 million (approximately6.46 crore). These RSUs and ESOPs were granted effective May 2 2017. Further the Boardbased on the recommendations of the nomination and remuneration committee approved onApril 13 2017 the annual time-based vesting grant for fiscal 2018 comprising 137741RSUs amounting to US$2 million (approximately 12.97 crore). These RSUs were grantedeffective May 2 2017. Except for 70772 RSUs which were exercised in fiscal 2018 all theother unvested outstanding RSUs and ESOPs were forfeited as on the date of separation.

3(b) Remuneration of other key managerial personnel (KMP)

Name of the KMP Title

Remuneration in fiscal 2018 (in crore)*

Remuneration in fiscal 2017 (in crore)*

% increase of remuneration in fiscal 2018 as compared to fiscal 2017*

Ratio of remuneration to MRE excluding WTDs*'

Ratio of remuneration to MRE including WTDs*'

No. of RSUs granted in fiscal 2018 (1)

No of ESOPs granted in fiscal 2018(1)

David D. Kennedy General Counsel and Chief Compliance Officer

(7) 7.75

NA

NA

NA

Gopi Krishnan Radhakrishnan Acting General Counsel

0.16

1.16

NA

NA

NA

Inderpreet Sawhney (4X5) Group General Counsel and Chief Compliance Officer

4.84

NA

108

108

(4) 58150

(4) 44450

Krishnamurthy Shankar Group Head - Human Resources and Infosys Leadership Institute

4.20

3.73

13

70

70

12400

_

A.G.S. Manikantha Company Secretary

0.60

0.44

36

10

10

2000

-

Mohit Joshi President

10.31

6.79

52

172

172

66850

-

Ravi Kumar S. President and Deputy Chief Operating Officer

9.54

7.03

36

160

160

66850

Rajesh K. Murthy President

9.58

7.56

NA

NA

NA

-

-

M.D. Ranganath Chief Financial Officer

7.98

4.75

68

133

133

66850

-

Sandeep Dadlani President

1.34

7.13

NA

NA

NA

-

-

Notes: The details in the above table are on accrual basis.

For the purpose of comparison remuneration for both fiscal 2018 andfiscal 2017 are given for the full year except where specifically stated otherwise.Accordingly the percentage increase and ratio of remuneration are computed on anannualized basis wherever applicable

# Includes fixed pay variable pay retiral benefits and the perquisitevalue of stock incentives exercised during the period determined in accordance with theprovisions of the Income-tax Act 1961.

Accordingly the value of stock incentives granted during the period isnot included. The number of stock incentives granted in fiscal 2018 is included in thetable above.

(1) All the grants (except for the grants made to Inderpreet Sawhney)have been made with an effective date of February 27 2018 and these RSUs and stockoptions would vest generally over a period of four years. Resigned effective July 142017; hence remuneration for fiscal 2018 is from April 1 2017 to July 14 2017.

Resigned effective January 31 2018; hence remuneration for fiscal2018 is from April 1 2017 to January 31 2018.

(4) Appointed as Group General Counsel and Chief Compliance Officereffective July 3 2017 and was named as key managerial personnel under Ind AS 24 RelatedParty Disclosures effective July 14 2017. The nomination and remuneration committee atits meeting on July 13 2017 recommended a grant of 19450 RSUs and 44450 ESOPseffective August 1 2017 under the 2015 Plan. These RSUs and ESOPs will vest over a periodof four years from the date of grant. Additionally the nomination and remunerationcommittee further recommended a one-time grant of 38700 RSUs effective August 1 2017.These RSUs will vest over a period of two years from the date of grant in the ratio 60:40.

C5) Includes a one-time joining bonus of US$ 25000 (approximately 0.16crore)

(6) Appointed as Acting General Counsel effective January 1 2017. Heresigned effective June 24 2017; hence remuneration for fiscal 2018 is from April 12017to June 24 2017. m Includes 6 crore payable under severance agreement to David D.Kennedy who ceased to be the General Counsel and Chief Compliance Officer of the Companyeffective December 31 2016.

The Median Remuneration of Employees (MRE) excluding whole-timedirectors (WTDs) was 597810 and ^565585 in fiscal 2018 and fiscal 2017 respectively.The increase in MRE (excluding WTDs) in fiscal 2018 as compared to fiscal 2017 is 6%.

The MRE including WTDs was ^597854 and ^565586 in fiscal 2018 andfiscal 2017 respectively. The increase in MRE (including WTDs) in fiscal 2018 ascompared to fiscal 2017 is 6%.

3(c) Remuneration to non-executive / independent directors

Name of the director

Director Identification Number (DIN)

Remuneration in fiscal 2018 (in crore)

Remuneration in fiscal 2017 (in crore)

% increase of remuneration in fiscal 2018 over fiscal 2017

Nandan M. Nilekani

00041245

-

-

NA

Ravi Venkatesan

00621398

1.43

1.04

38

Kiran Mazumdar-Shaw

00347229

1.00

0.89

12

Roopa Kudva

00001766

0.97

1.00

(3)

Dr. Punita Kumar-Sinha

05229262

1.33

1.22

9

D.N. Prahlad

00504146

0.95

0.36

22

D. Sundaram

00016304

0.70

-

NA

R. Seshasayee

00047985

0.84

1.95

NA

Prof. Jeffrey S. Lehman

00092981

0.89

1.37

NA

Prof. John W Etchemendy

07029756

0.60

1.10

NA

Notes :The details in the above table are on accrual basis.

(1) Appointed as Chairman effective August 24 2017. He voluntarilychose not to receive any remuneration for his services rendered to the Company.

(2) For the period October 14 2016 to March 31 2017 for fiscal 2017W) Resigned effective August 24 2017

(3) Appointed effective July 14 2017 Based on annualized commission

3(d) Information as per Rule 5(2) of Chapter XIII the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Top 10 employees interms of remuneration drawn during the year

Employee name Designation Educational qualification

Experience (in years)

Remuneration in fiscal 2018 (in )#

No. of RSUs granted in fiscal 2018

No. of ESOPs granted in fiscal 2018

Previous employment and designation
Dr. Vishal Sikka CEO & MD B.S. Ph.D. on CS

22

129205500

270224

330525

SAP SE Member of the Executive Board of SAP SE
Mohit Joshi President BA MBA

21

103071671

66850

-

ABN AMRO Bank Manager
Rajesh K. Murthy President BE

26

95803800

Viswakarma Institute of Technology Teaching
Ravi Kumar S. President and Deputy Chief Operating Officer BE PGD

24

95427589

66850

Sapient Corporation Director
U.B. Pravin Rao COO & WTD BE

33

82228872

27250

43000

IISC Trainee
M.D. Ranganath Chief Financial Officer BE PGDM M.Tech

29

79780202

66850

Surya Software Systems Private Limited Director
Scott Sorokin Head Global Services - Digital Experience B.Sc

32

64565459

17900

Razorfish Global Chief Strategy Officer
Sangita Singh Industry Head - Healthcare & Life Sciences BE

26

55862057

16950

Wipro Chief Executive Healthcare Life Sciences
Eric Laffargue Country Head - France and Mauritius MBM PGD

29

51325920

-

-

Accenture Executive Partner
Inderpreet Sawhney Group General Counsel and Chief Compliance Officer BA LLB LLM

27

48393451

58150

44450

Wipro Senior Vice President and General Counsel

For employees based overseas the average exchange rates have been usedfor conversion to INR.

# Includes fixed pay variable pay retiral benefits and the perquisitevalue of stock incentives exercised during the period determined in accordance with theprovisions of the Income-tax Act 1961. Accordingly the value of stock incentives grantedduring the period is not included. The number of stock incentives granted in fiscal 2018is included in the table above.

(1) Resigned as Chief Executive Officer and Managing Director effectiveAugust 18 2017 and as Executive Vice Chairman effective August 24 2017 and all theunvested outstanding RSUs and ESOPs were forfeited as on the date of separation.

(2) Since resigned and all the unvested outstanding RSUs and ESOPs wereforfeited as on the date of separation.

3(e)(i) Employees drawing a remuneration of 1.02 crore or above perannum and posted in India

Employee name Designation Educational qualification

Age

Experience Date of joining (in years)

Gross remuneration paid ( )#

Previous employment and designation
Balakrishna D.R. SVP & Service Offering Head ADM BE

46

24

Feb 7 1994

12552089

HCL-HP Customer Engineer - Trainee
Binod Rangadore Hampapur EVP & Global Head - Talent & Technology Operations BE

55

32

Jul 1 2013

39583255

Infosys Limited SVP - Corporate Relations
Charles Henry Hawkes SVP & Head - Facilities B.Sc PGCBM

58

33

Nov 151996

12993747

Trans Oceanic Travel Manager
Deepak Bhalla SVP & Global Head - Business Finance and Operations Planning B.Com ACA

44

22

Jul 19 2016

12729825

Infosys BPO Chief Financial Officer
Deepak Padaki EVP & Group Head - Corporate Strategy and Chief Risk Officer BE

47

26

Aug 101992

18131768

Dheeshjith VG.(1) SVP & Chief Information Officer B.Sc ME

54

31

Sept 14 1987

20726214

-
Dinesh R. SVP & Head Global Services EAS BE

49

28

Oct 1 1990

23744365

-
Gopikrishnan Konnanath SVP & Service Offering Head EAS BE

47

24

Nov 7 1994

11176460

BPL Systems & Projects Limited Trainee Engineer
Indranil Mukherjee SVP & Service Offering Head EAS AMIETE

47

24

Dec 4 1995

10475406

Chipsoft Technologies Customer Support Engineer
Jayesh Sanghrajka EVP & Deputy Chief Financial Officer B.Com CA ICWA

44

20

Dec 24 2012

18581873

Mu Sigma VP - Finance
Koushik R.N. EVP & Group Head - Procurement & Global Immigration B.Sc

49

28

May 2 1991

14825572

Frazer Techno Circuits Limited Marketing Executive
Muthuvel Gajapathi VP & Delivery Head DNA B.Sc MCA

49

27

Aug 27 1992

11130495

PSI Bull Limited Systems Executive
Nabarun Roy SVP &r Group Head - Quality B.Tech

46

24

Aug 29 1994

11183393

-
Narsimha Rao Mannepalli EVP & Head Global Services IVSU CIS BE PGDBM

50

28

Jan 29 2001

19853706

Ramco Systems Project Director - e-Commerce Solutions
Raghupathi N. Cavale SVP & Strategic Business Practice Head INDIA BE MS

56

33

Dec 13 1999

11582861

PricewaterhouseCoopers Limited Principal Consultant
Rajeev Ranjan SVP & Service Offering Head ADM B.Tech MBA

45

22

Aug 161999

11018133

Nexgen Information Solutions Associate Consultant
Ramadas Kamath U. EVP & Head - Administration Facilities Infrastructure & Security and Sustainability BBM FCA

57

33

Jul 1 1994

35763249

Manipal Printers and Publishers Limited Accountant
Renganathan VR. VP & Delivery Head INDIA BE

48

28

Jun 18 1990

10840646

-
Employee name Designation Educational qualification Age

Experience (in years)

Date of joining

Gross remuneration paid ( )# Previous employment and designation
Richard Lobo EVP & Head HR - Infosys Limited BE PGD 46

23

Dec 11 2000

14589190 Godrej & Boyce MFG Company Assistant Manager
Satish H.C. EVP & Head Global Services DNA BE 46

24

May 2 1994

17960658 -
Shaji Mathew SVP & Service Offering Head HILIFE B.Tech 47

26

Jun 22 1992

17245605 Mukand Limited
Shamita Chatterjee SVP & Group Head - Compensation & Benefits BA (H) MBA 48

24

Dec 1 2011

12469220 Mercer Consulting Limited Market Business Leader - South Asia
Srikantan Moorthy EVP & Head Global Services ADM BE 55

33

Dec 7 2000

28365126 Inventa Corporation General Manager
Sudip Singh SVP & Head Global Services ENG Industry Head - Services Utilities Resources and Energy B.Tech PGD 45

22

Aug 23 2011

18609771 IBPO Group Engagement Manager
Sunil Kumar Dhareshwar SVP & Global Head - Taxation and Corporate Accounting BCom CA 42

22

Sep 10 2013

14612769 21st Century Fox (ASIA) Limited Head Of Tax - Asia
Suryaprakash Viswanath Kareenahalli SVP & Service Offering Head ADM BE PGD 52

29

Oct 15 2007

10374414 WIPRO Subvertical Business Management
Thothathri Visvanathan VP & Delivery Head ADM BE PGCCA 55

32

Jul 6 2000

12982729 CSAI Senior Consultant
Vibhuti Kumar Dubey SVP & Service Offering Head EAS BE PGD 53

29

Apr 1 2002

10323378 HCL Business Development Manager
Vishal Salvi SVP & Chief Information Security Officer BE MBA 46

25

Aug 9 2016

16050170 PWC Partner Cybersecurity

Notes: The above table is based on payouts made during the year.

The above table does not include the details of remuneration drawn bythe top 10 employees as their details are provided elsewhere in this report.

Employees mentioned above are neither relatives of any directors ormanagers of the Company nor hold 2% or more of the paid-up equity share capital of theCompany as per Clause (iii) of sub-rule (2) of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

# Remuneration includes fixed pay variable pay retrial benefits andthe perquisite value of stock incentives exercised during the period determined inaccordance with the provisions of the Income-tax Act 1961 Accordingly the value of stockincentives granted during the period is not included.

(1) Resigned on April 2 2018

3(e)(ii) Employed for part of the year with an average salary above 8.5lakh per month posted in India

Employee name Designation Educational qualification

Age

Experience Date of (in years) joining

Date of leaving

Gross Previous employment and remuneration designation paid ( )*

Jitendra Sangharajka D. VP & Senior Delivery Manager InfosysIT BE DFM

50

28

Sept 1 1999

Apr 212017

1680939

L&T Limited Executive
Sai Kumar Shamanna VP & Head Human Resource Development - Units BE MBA

48

25

Aug 21 2000

Apr 4 2017

1109619

DENSO Haryana Private Limited. Manager- Planning and Procurement
Saju Sankaran Kutty VP & Delivery Head CIS B.Tech

44

20

Jul 28 2003

Apr 28 2017

1214450

Digital Global Soft Senior Systems Engineer
Siva Kumar Srinivasa Venkata Nandiwada VP & Delivery Head ADM BSC PGD MSC

45

19

Jan 2 2001

Apr 27 2017

1366847

I.T. Solutions Project Leader
Yogesh Goel VP & Group Head - Ethics and Compliance Legal BCOM (H) ACS

45

20

Jan 4 2018

NA

3033846

SAP India Pvt Limited Director LCIO

Notes: The above table is based on payouts made during the year.

# Remuneration includes fixed pay variable pay retiral benefits andthe perquisite value of stock incentives exercised during the period determined inaccordance with the provisions of the Income-tax Act 1961. Accordingly the value ofstock incentives granted during the period is not included. Legend

Designations at Infosys

EVP Executive Vice President

SVP Senior Vice President

VP Vice President

Units at Infosys

ADM Application Development and Maintenance

CIS Cloud and Infrastructure Services

DNA Data and Analytics

EAS Enterprise Application Package Services

ENG Engineering Services

HILIFE Healthcare Insurance and Life Sciences

INDIA India Unit

InfosysIT Infosys IT - Information Systems and Computers and Communication Division

IVSU Independent Validation Solutions

Annexure 4 - Independent Auditors' certificate on corporate governance

To

The Members of Infosys Limited

1. We Deloitte Haskins & Sells LLP Chartered Accountants theStatutory Auditors of Infosys Limited (‘the Company') have examined the complianceof conditions of Corporate Governance by the Company for the year ended on 31 March 2018as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paraC and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘SEBI Listing Regulations').

Managements' Responsibility

2. The compliance of conditions of Corporate Governance is theresponsibility of the Management. This responsibility includes the design implementationand maintenance of internal control and procedures to ensure the compliance with theconditions of the Corporate Governance stipulated in the SEBI Listing Regulations.

Auditor's Responsibility

3. Our responsibility is limited to examining the procedures andimplementation thereof adopted by the Company for ensuring compliance with the conditionsof the Corporate Governance. It is neither an audit nor an expression of opinion on thefinancial statements of the Company.

4. We have examined the books of account and other relevant records anddocuments maintained by the Company for the purposes of providing reasonable assurance onthe compliance with Corporate Governance requirements by the Company.

5. We have carried out an examination of the relevant records of theCompany in accordance with the Guidance Note on Certification of Corporate Governanceissued by the Institute of the Chartered Accountants of India (the ICAI) the Standards onAuditing specified under Section 143(10) of the Companies Act 2013 in so far asapplicable for the purpose of this certificate and as per the Guidance Note on Reports orCertificates for Special Purposes issued by the ICAI which requires that we comply withthe ethical requirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevant applicable requirements of theStandard on Quality Control (SQC) 1 Quality Control for Firms that Perform Audits andReviews of Historical Financial Information and Other Assurance and Related ServicesEngagements.

Opinion

7. Based on our examination of the relevant records and according tothe information and explanations provided to us and the representations provided by theManagement we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year endedMarch 31 2018.

8. We state that such compliance is neither an assurance as to thefuture viability of the Company nor the efficiency or effectiveness with which theManagement has conducted the affairs of the Company.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm'sregistration number: 117366WAV-100018

Sd/-

P R. Ramesh Partner

Membership number: 70928

Bengaluru May 11 2018