Annexures to the Board’s report

Annexure I Statement containing the salient features of the financial statements of subsidiaries / associate companies / joint ventures

[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 - AOC -1]

List of subsidiaries

in crore, expect % of shareholding and exchange rate

Sl. No.

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

Turnover(1) (Includes inter-company transactions)

Profit / (Loss) before taxation(1)

Provision for taxation (1)

Profit / (Loss) after taxation(1)

% of shareholding

1

Infosys BPM Limited

Mar 31, 2019

NA

INR

34

4,000

4,848

814

802

3,932

783

187

596

99.98

2

EdgeVerve Systems Limited

Mar 31, 2019

NA

INR

1,312

(2,300)

969

1,957

10

2,538

603

198

405

100.00

3

Infosys McCamish Systems LLC(2)

Dec 31, 2018

Dec 4, 2009

1 USD = 69.78

175

64

911

672

1,096

115

34

81

99.98

4

Infosys Public Services, Inc.

Mar 31, 2019

NA

1 USD = 69.16

98

358

627

171

1,055

(6)

31

(37)

100.00

5

Infy Consulting Company Limited(3)

Dec 31, 2018

NA

1 GBP = 89.06

25

230

205

867

28

5

23

100.00

6

Infosys Technologies (China) Co. Limited

Dec 31, 2018

NA

1 RMB = 10.16

331

(179)

393

241

748

(3)

(3)

100.00

7

Infosys Consulting GmbH(3)

Dec 31, 2018

NA

1 EUR = 79.99

29

(28)

175

174

690

(10)

(2)

(8)

100.00

8

Infosys Poland Sp.
z o.o.(2)

Mar 31, 2019

Oct 1, 2007

1 PLN = 18.07

4

571

692

117

23

508

37

9

28

99.98

9

Infosys Consulting AG(3)

Dec 31, 2018

NA

1 CHF = 70.95

1

122

228

105

406

52

7

45

100.00

10

Infosys Technologies (Shanghai) Co. Limited

Dec 31, 2018

NA

1 RMB = 10.16

895

(165)

1,023

293

369

(100)

(100)

100.00

11

Infosys Tecnologia do Brasil Ltda.

Dec 31, 2018

NA

1 BRL = 17.99

147

23

321

151

280

(63)

5

(68)

100.00

12

Panaya Ltd.(4)

Dec 31, 2018

NA

1 USD = 69.78

256

(791)

302

837

264

(89)

11

(100)

100.00

13

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

Dec 31, 2018

NA

1 MXN = 3.55

65

118

229

46

262

35

10

25

100.00

14

Portland Group Pty. Limited(2)

Mar 31, 2019

Jan 4, 2012

1 AUD = 49.02

18

96

207

93

142

11

3

8

99.98

15

Infosys Compaz Pte Ltd (formerly Trusted Source Pte. Ltd)(5)

Mar 31, 2019

Nov 16, 2018

1 SGD = 51.04

13

93

201

95

139

10

(6)

16

60.00

16

Infosys
(Czech Republic)
Limited s.r.o(2)

Mar 31, 2019

NA

1 CZK = 3.01

3

65

108

40

10

123

5

1

4

99.98

17

Infosys Management Consulting Pty. Limited(3)

Dec 31, 2018

NA

1 AUD = 49.28

17

(1)

31

15

116

9

3

6

100.00

18

Infosys Consulting Sp. Z o.o.(3)

Dec 31, 2018

NA

1 PLN = 18.56

2

11

39

26

115

8

4

4

100.00

19

Panaya Inc.

Dec 31, 2018

Mar 5, 2015

1 USD = 69.78

376

622

246

113

3

(1)

4

100.00

20

Infosys Consulting (Shanghai) Co Ltd (formerly Lodestone Management Consultants Co., Ltd.)(3)

Dec 31, 2018

NA

1 RMB = 10.16

43

(212)

33

202

105

(57)

(1)

(56)

100.00

21

Infosys Consulting Ltda.(6)

Dec 31, 2018

NA

1 BRL = 17.99

137

(241)

98

202

103

(53)

(1)

(52)

99.99

22

Kallidus Inc.

Dec 31, 2018

Jun 2, 2015

1 USD = 69.78

15

(15)

110

110

102

(119)

(34)

(85)

100.00

23

Infosys Middle East FZ LLC(7)

Dec 31, 2018

Jan 1, 2018

1 AED = 19.00

1

(24)

24

47

93

(22)

(22)

100.00

24

Brilliant Basics Limited(8)

Mar 31, 2019

NA

1 GBP = 90.53

(2)

19

21

90

1

(2)

3

100.00

25

WongDoody, Inc.(9)

Dec 31, 2018

NA

1 USD = 69.78

1

204

238

33

86

29

29

100.00

26

Infosys Consulting Pte Ltd.

Dec 31, 2018

NA

1 SGD = 51.25

52

(57)

527

532

80

1

(1)

100.00

27

Infosys Technologies (Sweden) AB

Dec 31, 2018

NA

1 SEK = 7.81

2

22

40

16

65

(1)

(1)

100.00

28

Infy Consulting B.V.(3)

Dec 31, 2018

NA

1 EUR = 79.99

1

14

25

10

56

9

3

6

100.00

29

Skava Systems Private Limited

Mar 31, 2019

Jun 2, 2015

INR

47

57

10

5

54

9

9

100.00

30

Fluido Oy(7)

Dec 31, 2018

Oct 11, 2018

1 EUR = 79.99

5

29

86

52

53

5

1

4

100.00

31

S.C. Infosys Consulting S.R.L.(10)

Dec 31, 2018

NA

1 RON = 17.16

17

5

26

4

34

2

2

100.00

32

Infosys Consulting (Belgium) NV(11)

Dec 31, 2018

NA

1 EUR = 79.99

3

(25)

15

37

33

3

3

99.90

33

WDW Communications, Inc(9)

Dec 31, 2018

NA

1 USD = 69.78

(149)

13

162

29

(11)

(11 )

100.00

34

Panaya GmbH(4)

Dec 31, 2018

NA

1 EUR = 79.99

(2)

70

72

24

100.00

35

Infosys Consulting SAS(3)

Dec 31, 2018

NA

1 EUR = 79.99

29

(21)

12

4

20

1

1

100.00

36

Infosys Consulting S.R.L.(3)

Dec 31, 2018

NA

1 ARS = 1.85

7

(11)

12

16

18

(4)

1

(5)

100.00

37

Fluido Sweden AB (Extero)(12)

Dec 31, 2018

NA

1 SEK = 7.81

2

(2)

31

31

17

(3)

(1)

(2)

100.00

38

Infosys BPO Americas LLC(2)

Mar 31, 2019

NA

1 USD = 69.16

20

(10)

18

8

10

(2)

(2)

99.98

39

Fluido Denmark A/S(12)

Dec 31, 2018

NA

1 DKK = 10.71

3

(7)

11

15

9

(1)

(1)

100.00

40

Lodestone Management Consultants Portugal, Unipessoal, Lda(3)

Dec 31, 2018

NA

1 EUR = 79.99

11

(7)

9

5

6

1

1

100.00

41

Fluido Norway A/S(12)

Dec 31, 2018

NA

1 NOK = 8.04

(7)

10

17

5

(10)

(10)

100.00

42

Brilliant Basics (MENA) DMCC(8)

Dec 31, 2018

NA

1 AED = 19.00

1

4

3

4

1

1

100.00

43

Infosys Chile SpA

Dec 31, 2018

Nov 20, 2017

1 CLP = 0.10

7

(1)

7

1

3

(1)

(1)

100.00

44

Infosys Consulting s.r.o.(3)

Dec 31, 2018

NA

1 CZK = 3.10

1

2

1

3

100.00

45

Fluido Slovakia s.r.o(12)

Dec 31, 2018

NA

1 EUR = 79.99

1

2

4

1

1

100.00

46

Fluido Newco AB(12)

Dec 31, 2018

NA

1 SEK = 7.81

(1)

1

(1)

(1)

100.00

47

WongDoody Holding Company Inc

Dec 31, 2018

May 22, 2018

1 USD = 69.78

1

(2)

76

77

2

(2)

100.00

48

Infosys Technologies (Australia) Pty. Limited(13)

Mar 31, 2019

Jan, 2004

1 AUD = 49.02

4

2

6

100.00

49

Brilliant Basics Holdings Limited

Mar 31, 2019

Sep 8, 2017

1 GBP = 90.53

12

27

15

(1)

(1)

100.00

50

Infosys Americas Inc.

Mar 31, 2019

NA

1 USD = 69.16

1

1

100.00

51

Infosys Luxembourg S.à.r.l

Mar 31, 2019

Aug 6, 2018

1 EUR = 77.67

4

4

100.00

52

Panaya Japan Co. Ltd.(4)(13)

Dec 31, 2018

NA

1 JPY = 0.6343

(2)

16

18

100.00

53

Infosys Nova Holdings LLC.

Dec 31, 2018

NA

1 USD = 69.78

93

(93)

100.00

54

Infosys Consulting Holding AG

Dec 31, 2018

Oct 22, 2012

1 CHF = 70.95

162

85

392

145

30

30

100.00

55

Infosys Austria GmbH (formerly Lodestone Management Consultants GmbH)

Dec 31, 2018

NA

1 EUR = 79.99

1

(1)

4

4

100.00

56

Infosys Arabia Limited(14)

Dec 31, 2018

Mar 18, 2018

1 SAR = 18.60

3

3

70.00


(1) Converted at monthly average exchange rates

(2) Wholly-owned subsidiary of Infosys BPM Limited

(3) Wholly-owned subsidiaries of Infosys Consulting Holding AG

(4) Wholly-owned subsidiary of Panaya Inc.

(5) Majority-owned and controlled subsidiary of Infosys Consulting Pte Ltd.

(6) During fiscal 2019, the holding company of Infosys Consulting Ltda. changed from Infosys Consulting Holding AG to Infosys Limited

(7) Wholly-owned subsidiary of Infosys Consulting Pte Ltd.

(8) Wholly-owned subsidiary of Brilliant Basics Holdings Limited

(9) Wholly-owned subsidiary of WongDoody Holding Company Inc

(10) During fiscal 2019, the holding company of S.C. Infosys Consulting S.R.L. changed from Infosys Consulting Holding AG to Infosys Limited

(11) Majority-owned and controlled subsidiaries of Infosys Consulting Holding AG

(12) Wholly-owned subsidiary of Fluido Oy

(13) Under liquidation

(14) Majority-owned and controlled subsidiary of Infosys Limited


Notes :

1. Investments exclude investments in subsidiaries

2. Proposed dividend from any of the subsidiaries is nil

3. Lodestone Management Consultants Inc., a wholly-owned subsidiary of Infosys Consulting Holding AG, has been liquidated effective May 4, 2018.

4. Infosys South Africa (Pty) Ltd, a wholly-owned subsidiary of Infosys Consulting Pte Ltd., has been incorporated effective December 19, 2018, and is yet to commence operations.

5. Infosys CIS LLC, a wholly-owned subsidiary of Infosys Limited has been incorporated on November 29, 2018, and is yet to commence operations.

6. Infosys Canada Public Services Inc, incorporated effective November 27, 2018, is a wholly-owned subsidiary of Infosys Public Services, Inc., and is yet to commence operations.

7. Reserves and surplus includes other comprehensive income and securities premium.


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

Nandan M. Nilekani

Chairman

Salil Parekh

Chief Executive Officer

and Managing Director

U.B. Pravin Rao

Chief Operating Officer

and Whole-time Director

Bengaluru

April 12, 2019

D. Sundaram

Director

Nilanjan Roy

Chief Financial Officer

A.G.S. Manikantha

Company Secretary

Annexure 2 – Particulars of contracts / arrangements made with related parties

[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 – 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 transactions under third proviso thereto.

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

Details of contracts or arrangements or transactions not at arm’s length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2019, which were not at arm’s length basis.

Details of material contracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2019 are as follows :

Name of related party

Nature of relationship

Duration of contract

Salient terms(1)

Amount
(in crore)

Nature of contract

Investment in equity instruments

Infosys Tecnologia do Brasil Ltda.

Subsidiary

Not applicable

Not applicable

127

WongDoody Holding Company Inc

Subsidiary

Not applicable

Not applicable

261

388

Purchase of services

Infy Consulting Company Limited

Subsidiary

Apr 1, 2017 – ongoing

Based on transfer pricing guidelines

857

Infosys BPM Limited

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

655

Infosys Management Consulting Pty. Limited

Subsidiary

Apr 1, 2017 – ongoing

Based on transfer pricing guidelines

94

Infosys Technologies (China) Co. Limited

Subsidiary

Apr 1, 2011 – ongoing

Based on transfer pricing guidelines

85

Panaya Ltd.

Subsidiary

Apr 1, 2015 – ongoing

Based on transfer pricing guidelines

94

Infosys Technologies (Shanghai) Co. Limited

Subsidiary

May 1, 2017 – ongoing

Based on transfer pricing guidelines

74

Infosys Technologies (Sweden) AB

Subsidiary

Apr 1, 2018 – ongoing

Based on transfer pricing guidelines

52

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

Subsidiary

Apr 1, 2011 – ongoing

Based on transfer pricing guidelines

71

Infosys Public Services, Inc.

Subsidiary

Apr 1, 2014 – ongoing

Based on transfer pricing guidelines

39

Infosys McCamish Systems LLC

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

7

Kallidus Inc.

Subsidiary

Jul 1, 2015 – ongoing

Based on transfer pricing guidelines

51

Brilliant Basics Limited

Subsidiary

Sep 1, 2017 – ongoing

Based on transfer pricing guidelines

74

Infosys Middle East FZ LLC

Subsidiary

Jan 1, 2018 – ongoing

Based on transfer pricing guidelines

95

Infosys (Czech Republic) Limited s.r.o

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

56

Infosys Tecnologia do Brasil Ltda.

Subsidiary

Sep 1, 2009 – ongoing

Based on transfer pricing guidelines

13

2,317

Purchase of shared services including facilities and personnel

Infosys BPM Limited

Subsidiary

Apr 1, 2014 – ongoing

Based on transfer pricing guidelines

3

Brilliant Basics Limited

Subsidiary

Mar 1, 2018 – ongoing

Based on transfer pricing guidelines

7

10

Sale of services

Infosys Public Services, Inc.

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

766

EdgeVerve Systems Limited

Subsidiary

Jul 1, 2014 – ongoing

Based on transfer pricing guidelines

469

Infosys McCamish Systems LLC

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

238

Infosys BPM Limited

Subsidiary

Apr 1, 2012 – ongoing

Based on transfer pricing guidelines

101

Infy Consulting Company Limited

Subsidiary

Nov 1, 2012 – ongoing

Based on transfer pricing guidelines

54

Infosys Technologies (China) Co. Limited

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

31

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

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

20

Infosys Technologies (Sweden) AB

Subsidiary

Apr 1, 2015 – ongoing

Based on transfer pricing guidelines

3

Infosys Technologies (Shanghai) Co. Limited

Subsidiary

May 1, 2017 – ongoing

Based on transfer pricing guidelines

8

Infosys Tecnologia do Brasil Ltda.

Subsidiary

Apr 1, 2013 – ongoing

Based on transfer pricing guidelines

6

1,696

Sale of shared services including facilities and personnel

Infosys BPM Limited

Subsidiary

Apr 1, 2014 – ongoing

Based on transfer pricing guidelines

27

Panaya Ltd.

Subsidiary

Apr 1, 2016 – ongoing

Based on transfer pricing guidelines

45

EdgeVerve Systems Limited

Subsidiary

Jul 1, 2014 – ongoing

Based on transfer pricing guidelines

36

108

(1) Appropriate approvals have been taken for related party transactions. Advances paid have been adjusted against billings, wherever applicable.

for and on behalf of the Board of Directors

Sd/-

Sd/-

Bengaluru
April 12, 2019

Nandan M. Nilekani

Chairman

Salil Parekh

Chief Executive Officer and
Managing Director

Annexure 3 – Particulars of employees

We are a leading provider of consulting, technology, outsourcing and next-generation digital services. We enable clients across 46 countries to outperform their competition and stay ahead of the innovation curve. The remuneration and perquisites provided to our employees, including that of the Management, are on par with industry benchmarks. The nomination and remuneration committee continuously reviews the compensation of our CEO, COO and other Key Managerial Personnel (KMP) to align both the short-term and long-term business objectives of the Company and to link compensation with the achievement of goals.

The details of remuneration to directors, KMP and other employees are in compliance with Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the requirements, tables 3(a) and 3(b) include the perquisite value of stock incentives at the time of their exercise and do not include the value of the stock incentives at the time of grant.

Significant part of the increase in remuneration for the below-mentioned directors, KMP and other employees in fiscal 2019 as compared to fiscal 2018 is on account of increase in perquisite value of stock incentives previously granted and exercised during the year.

Information as per Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

3(a) Remuneration details of directors and KMP

Name

Director Identification Number (DIN)

Title

% increase of remuneration in fiscal 2019 as compared to fiscal 2018(1)

Ratio of remuneration to MRE(1)

No. of RSUs granted in fiscal 2019

Nandan M. Nilekani(2)

00041245

Non-executive and Non-independent Chairman

Kiran Mazumdar-Shaw

00347229

Lead Independent Director

4

17

Roopa Kudva

00001766

Independent Director

6

17

Dr. Punita Kumar-Sinha

05229262

Independent Director

13

24

D.N. Prahlad

00504146

Independent Director

1

15

D. Sundaram(3)

00016304

Independent Director

NA

17

Michael Gibbs(4)

08177291

Independent Director

NA

NA

Salil Parekh(5)

01876159

Chief Executive Officer and Managing Director

NA

396

2,60,130

U.B. Pravin Rao(6)

06782450

Chief Operating Officer and Whole-time Director

(6) 10

145

68,250

Nilanjan Roy(7)

NA

Chief Financial Officer

NA

NA

A.G.S. Manikantha

NA

Company Secretary

(8) 38

13

4,000

MRE – Median Remuneration of Employees

Notes :

The remuneration details in the above table pertains to directors and KMP as required under the Companies Act, 2013.

The details in the above table are on accrual basis.

The % increase of remuneration is provided only for those directors and KMP who have drawn remuneration from the Company for the full fiscal 2019 and full fiscal 2018. The ratio of remuneration to MRE is provided only for those directors and KMP who have drawn remuneration from the Company for the full fiscal 2019

  1. Remuneration to KMP includes fixed pay, variable pay, retiral benefits and the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included. The number of stock incentives granted in fiscal 2019 is mentioned in the above table. Independent directors are not entitled to any stock incentives.
  2. Nandan M. Nilekani voluntarily chose not to receive any remuneration for his services rendered to the Company
  3. D. Sundaram was appointed effective July 14, 2017
  4. Michael Gibbs was appointed effective July 13, 2018.
    1. Appointed as Chief Executive Officer and Managing Director effective January 2, 2018
    2. There has been no change in the annual compensation in fiscal 2019 as compared to fiscal 2018. Remuneration includes 7.64 crore on account of exercise of 1,03,604 Restricted Stock Units (RSUs) during fiscal 2019
    3. On the recommendation of the nomination and remuneration committee, in accordance with the terms of his employment agreement, under the 2015 Plan, the Board granted 2,17,200 performance-based RSUs (adjusted for the September 2018 bonus issue) with an effective date of May 2, 2018.
    4. On the recommendation of the nomination and remuneration committee, in accordance with the terms of his employment agreement, under the 2015 Plan, the Board approved the grant of annual time-based RSUs for fiscal 2019 of 42,930 RSUs. The grants were made effective February 1, 2019.
    5. The Board, on April 12, 2019, based on the recommendations of the nomination and remuneration committee, approved the performance-based grant of RSUs amounting to 13 crore for the financial year 2020 under the 2015 Plan. These RSUs will vest in line with the current employment agreement. The RSUs will be granted effective May 2, 2019 and the number of RSUs will be calculated based on the market price at the close of trading on May 2, 2019.
    1. There has been no change in the annual compensation in fiscal 2019 as compared to fiscal 2018. The increase in remuneration is on account of inclusion of 0.81 crore pertaining to exercise of 6,812 RSUs (not adjusted for bonus issue) during fiscal 2019.
    2. On the recommendation of the nomination and remuneration committee, in accordance with the terms of his employment agreement, under the 2015 Plan, the Board approved grant of 68,250 RSUs based on his performance in fiscal 2018. The grants were made effective February 1, 2019
    1. Appointed as Chief Financial Officer effective March 1, 2019; hence, remuneration for fiscal 2019 is from March 1, 2019 to March 31, 2019.
    2. The Board, on April 12, 2019, under the 2015 Plan, based on the recommendations of the nomination and remuneration committee, approved the grant of annual time-based RSUs of fair value 1.75 crore, in accordance with his employment agreement. The committee also approved an annual performance-based RSUs of fair value 0.75 crore in accordance with his employment agreement. The RSUs will be granted effective May 2, 2019 and the number of RSUs will be calculated based on the market price at the close of trading on May 2, 2019.
  5. Remuneration includes 0.11 crore on account of exercise of 1,500 RSUs during fiscal 2019.

    * Jayesh Sanghrajka was appointed as Interim Chief Financial Officer effective November 17, 2018. He resumed his responsibilities as Deputy Chief Financial Officer effective March 1, 2019; hence, remuneration for fiscal 2019 is from November 17, 2018 to February 28, 2019 and the same has not been included in the above table.

    ** M.D. Ranganath resigned as Chief Financial Officer effective November 16, 2018; hence, remuneration for fiscal 2019 is from April 1, 2018 to November 16, 2018 and the same has not been included in the above table.

    *** Ravi Venkatesan (DIN 00621398) resigned as member of the Board effective May 11, 2018.

The MRE was 6,23,413 and 5,97,854 in fiscal 2019 and fiscal 2018, respectively. The increase in MRE in fiscal 2019, as compared to fiscal 2018, is 4%.

3(b) Information as per Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Top 10 employees in terms of remuneration drawn during the year

Employee name

Designation

Educational qualification

Age

Experience (in years)

Date of joining

Location

Remuneration in
fiscal 2019 (in
)(1)

No. of RSUs granted
in fiscal 2019

Previous employment
and designation

Salil Parekh

CEO & MD

B.Tech, ME

54

31

Jan 2, 2018

India

(2) 24,67,21,411

2,60,130

Capgemini, Director General

Mohit Joshi

President

BA(H), MBA

44

22

Dec 7, 2000

UK

(3) 15,08,12,185

1,33,650

ABN AMRO Bank, Manager

Ravi Kumar S.

President and Deputy Chief Operating Officer

BE, PGD

47

25

Nov 8, 2002

US

(4) 13,26,27,746

1,41,500

Sapient Corporation, Director

Inderpreet Sawhney

Group General Counsel and Chief Compliance Officer

BA LLB, LLM

54

28

Jul 3, 2017

US

(5) 10,80,58,784

43,600

Wipro, Senior Vice President and General Counsel

Scott Sorokin

Head, Global Services – Digital Experience

BS

57

33

Feb 1, 2016

US

(6) 9,22,62,618

29,150

Razorfish Global, Chief Strategy Officer

U.B. Pravin Rao

COO & WTD

BE

57

34

Aug 4, 1986

India

(7) 9,05,48,437

68,250

IISC, Trainee

Sachin Khatri

Senior Sales Manager – Financial Services, Healthcare Insurance and Life Sciences

BE, PGD

38

14

May 25, 2009

US

(8) 8,70,16,050

HSBC Software Development India Private Limited, Senior Software Engineer

M.D. Ranganath(9)

Chief Financial Officer

BE, PGDM, M.Tech

57

30

Dec 4, 2000

US

7,36,41,288

Surya Software Systems Private Limited, Director

Stewart Nelson

Group Manager – Client Services

BBA

49

20

Oct 25, 2017

US

6,84,88,016

Noah Consulting, Director

Shannon Tassin

Partner – Business Consulting

BS

47

26

Oct 25, 2017

US

6,80,98,709

Noah Consulting, Director

Notes : The details in the above table are on accrual basis for better comparability with the KMP remuneration disclosures included in other sections of this Annual Report.

The aforementioned employees have / had permanent employment contracts with the Company

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

For employees based overseas, average exchange rates have been used for conversion to INR.

(1) Includes fixed pay, variable pay, retiral benefits and the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included. The number of stock incentives granted in fiscal 2019 is included in the table above.

(2) Remuneration includes 7.64 crore on account of the exercise of 1,03,604 RSUs during fiscal 2019.

(3) Remuneration includes 4.23 crore on account of exercise of 59,600 RSUs during fiscal 2019.

(4) Remuneration includes 4.96 crore on account of exercise of 59,600 RSUs and 56,376 ESOPs during fiscal 2019.

(5) Remuneration includes 4.11 crore on account of exercise of 28,082 RSUs (not adjusted for the September 2018 bonus issue) during fiscal 2019.

(6) Remuneration includes 0.66 crore on account of exercise of 8,950 RSUs during fiscal 2019.

(7) Remuneration includes 0.81 crore on account of exercise of 6,812 RSUs (not adjusted for the September 2018 bonus issue) during fiscal 2019.

(8) Remuneration includes 0.02 crore on account of exercise of 125 RSUs (not adjusted for the September 2018 bonus issue) during fiscal 2019.

(9) Resigned as Chief Financial Officer effective November 16, 2018. Remuneration for the period April 1, 2018 to November 16, 2018 includes 1.55 crore on account of exercise of 15,326 RSUs and 32,000 ESOPs. All the unvested outstanding RSUs and ESOPs were forfeited on resignation.

Annexure 4 – Independent Auditors’ certificate on corporate governance

To

The Members of Infosys Limited

  1. We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of Infosys Limited (“the Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31 March 2019, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”).

    Managements’ Responsibility

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

    Auditor’s Responsibility

  3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
  4. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
  5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
  6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

    Opinion

  7. Based on our examination of the relevant records and according to the information and explanations provided to us and the representation provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year ended March 31, 2019.
  8. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm Registration number : 117366W/W-100018)

Bengaluru,

May 13, 2019

Sd/-

Gurvinder Singh

Partner

Membership number : 110128

UDIN : 19110128AAAAAW8650

Annexure 5 – Secretarial audit report for the financial year ended March 31, 2019

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended]

To,

The Members,

Infosys Limited,

Electronics City, Hosur Road

Bengaluru 560100

Karnataka, India

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INFOSYS LIMITED (hereinafter called the Company). Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 and made available to me, according to the provisions of :

  1. The Companies Act, 2013 (“the Act”) and the rules made thereunder;
  2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
  3. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;
  4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;
  5. The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“the SEBI Act”) :-
    1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
    2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
    3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
    4. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
    5. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
    6. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
    7. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and
  6. Other laws applicable specifically to the Company, namely :
    1. The Information Technology Act, 2000 and the rules made thereunder;
    2. The Special Economic Zones Act, 2005 and the rules made thereunder;
    3. Software Technology Parks of India rules and regulations;
    4. The Indian Copyright Act, 1957;
    5. The Patents Act, 1970; and
    6. The Trade Marks Act, 1999.

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I report that, during the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines and Standards mentioned above.

I further report that during the year under review, the Securities and Exchange Board of India (SEBI) has passed a Settlement Order on February 15, 2019 vide its Order No SO/EFD-2/SD/264/FEB/2019 on payment of a sum of 34,35,000 towards the settlement charges by the Company, in respect of the settlement application filed by the Company with SEBI pursuant to Regulation 3 read with Schedule II (1)(12) of the SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014 in response to the Notice of Settlement for Approved Enforcement Action issued by the SEBI, vide its letter No. EFD/DRA/-111/MC/AA 28543/1/2017 dated November 17, 2017 with regard to certain alleged non-compliances / violations by the Company of provisions of Securities Laws (namely, SEBI Act, 1992, Securities Contract (Regulation) Act, 1956, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreements) pertaining to matters relating to the severance payment to the former Chief Financial Officer, Mr. Rajiv Bansal in 2015.

I further report that, there were no events / actions in pursuance of :

  1. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; and
  2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

requiring compliance thereof by the Company during the audit period.

I further report that, the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to review by the statutory financial auditors, tax auditors, and other designated professionals.

I further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule Board meetings, the agenda and detailed notes on agenda are sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that, based on the information provided and the representation made by the Company and also on the review of the compliance certificates / reports taken on record by the Board of Directors of the Company, in my opinion there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I report further that, during the audit period :

  1. the Company has issued and allotted 218,41,91,490 equity shares of 5/- each as bonus shares in the ratio of one equity share for every equity share held by the members;
  2. the Company has announced on March 18, 2019 a buyback of shares aggregating 8,260 crore representing 14.54 per cent of aggregate paid up capital and free reserves of the Company as on December 31, 2018, at a price not exceeding 800 per equity share of 5/- each from the open market through Indian stock exchanges. The indicative maximum number of shares which may be bought back are 10,32,50,000 equity shares of 5/- each. The buyback closes on September 19, 2019 or earlier when all shares are bought back by deploying the entire amount allocated. Pursuant to the offer, the Company has bought back and extinguished 1,26,52,000 equity shares and 71,98,000 equity shares respectively till March 31, 2019;

and except the above there were no other specific events / actions in pursuance of the above-referred laws, rules, regulations, guidelines, etc. having a major bearing on the Company’s affairs.

Bengaluru,

April 10, 2019

FCS :1325 / C.P.No : 640

Sd/-

P.G. Hegde

Hegde & Hegde

Company Secretaries

Annexure 6 – Extract of annual return

Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and other details

Corporate Identity Number (CIN) of the company

L

8

5

1

1

0

K

A

1

9

8

1

P

L

C

0

1

3

1

1

5

Registration date

July 02, 1981

Name of the company

Infosys Limited

Category / sub-category of the company

Company limited by shares

Public non-government company

Address of the registered office and contact details

Electronics City, Hosur Road, Bengaluru 560 100,

Karnataka, India

Tel : 91 80 2852 0261 Fax : 91 80 2852 0362

Email : investors@infosys.com website : www.infosys.com

Listed company (Yes / No)

Yes

Name, address and contact details of Registrar and transfer agent

Karvy Fintech Private Limited

Karvy Selenium Tower B, Plot No.31 & 32,
Financial District, Nanakramguda
Serilingampally Mandal, Hyderabad – 500 032

Contact person

Shobha Anand

Deputy General Manager

Tel : 91 40 6716 1559

Email : shobha.anand@karvy.com

II. Principal business activities of the Company

Name and description of main products / services

NIC code of
the product / service

% to total turnover
of the Company

Computer programming, consultancy and related activities

620

100

III. Particulars of holding and subsidiary companies

Name of the parties

Country

CIN / GLN

Holding / Subsidiary

% holding as at March 31, 2019

Brilliant Basics (MENA) DMCC

Dubai

Subsidiary

100

Brilliant Basics Holdings Limited

UK

Subsidiary

100

Brilliant Basics Limited

UK

Subsidiary

100

EdgeVerve Systems Limited

India

U72200KA2014PLC073660

Subsidiary

100

Infosys (Czech Republic) Limited s.r.o

Czech Republic

Subsidiary

99.98

Infosys Americas Inc.

US

Subsidiary

100

Infosys Arabia Limited

Saudi Arabia

Subsidiary

70

Infosys BPM Limited (formerly Infosys BPO Limited)

India

U72200KA2002PLC030310

Subsidiary

99.98

Infosys BPO Americas LLC

US

Subsidiary

99.98

Infosys Chile SpA

Chile

Subsidiary

100

Infosys Consulting (Belgium) NV

Belgium

Subsidiary

99.90

Infosys Consulting AG

Switzerland

Subsidiary

100

Infosys Consulting GmbH

Germany

Subsidiary

100

Infosys Consulting Holding AG

Switzerland

Subsidiary

100

Infosys Consulting Ltda.

Brazil

Subsidiary

99.99

Infosys Consulting Pte Ltd.

Singapore

Subsidiary

100

Infosys Consulting S.R.L.

Argentina

Subsidiary

100

Infosys Consulting s.r.o.

Czech Republic

Subsidiary

100

Infosys Consulting SAS

France

Subsidiary

100

Infosys Consulting Sp. z o.o.

Poland

Subsidiary

100

Infosys Management Consulting Pty. Limited

Australia

Subsidiary

100

Infosys McCamish Systems LLC

US

Subsidiary

99.98

Infosys Middle East FZ LLC

Dubai

Subsidiary

100

Infosys Nova Holdings LLC

US

Subsidiary

100

Infosys Poland Sp. Z o.o

Poland

Subsidiary

99.98

Infosys Public Services, Inc.

US

Subsidiary

100

Infosys Technologies (Australia) Pty. Limited

Australia

Subsidiary

100

Infosys Technologies (China) Co. Limited

China

Subsidiary

100

Infosys Technologies (Shanghai) Co. Limited

China

Subsidiary

100

Infosys Technologies (Sweden) AB

Sweden

Subsidiary

100

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

Mexico

Subsidiary

100

Infosys Tecnologia do Brasil Ltda.

Brazil

Subsidiary

100

Infy Consulting B.V.

The Netherlands

Subsidiary

100

Infy Consulting Company Limited

UK

Subsidiary

100

Kallidus Inc.

US

Subsidiary

100

Infosys Consulting (Shanghai) Co Ltd
(formerly Lodestone Management Consultants Co., Ltd)

China

Subsidiary

100

Infosys Austria GmbH (formerly Lodestone Management Consultants GmbH)

Austria

Subsidiary

100

Lodestone Management Consultants Portugal, Unipessoal, Lda

Portugal

Subsidiary

100

Panaya GmbH

Germany

Subsidiary

100

Panaya Inc.

US

Subsidiary

100

Panaya Japan Co. Ltd.

Japan

Subsidiary

100

Panaya Ltd.

Israel

Subsidiary

100

Portland Group Pty. Limited

Australia

Subsidiary

99.98

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

Romania

Subsidiary

100

Skava Systems Private Limited

India

U72200TZ2003PTC010618

Subsidiary

100

WongDoody Holding Company Inc(1)

US

Subsidiary

100

WongDoody, Inc.(2)

US

Subsidiary

100

WDW Communications, Inc(2)

US

Subsidiary

100

Infosys Luxembourg S.à r.l. (3)

Luxembourg

Subsidiary

100

Infosys Compaz Pte Ltd (formerly Trusted Source Pte. Ltd)(4)

Singapore

Subsidiary

60

Fluido Oy(5)

Finland

Subsidiary

100

Infosys South Africa Pty Ltd(6)

South Africa

Subsidiary

100

Infosys CIS LLC(7)

Russia

Subsidiary

100

Infosys Canada Public Services Inc(8)

Canada

Subsidiary

100

Fluido Sweden AB (Extero)(9)

Sweden

Subsidiary

100

Fluido Norway A/S(9)

Norway

Subsidiary

100

Fluido Denmark A/S(9)

Denmark

Subsidiary

100

Fluido Slovakia s.r.o(9)

Slovakia

Subsidiary

100

Fluido Newco AB(9)

Sweden

Subsidiary

100

(1) Acquired on May 22, 2018.

(2) Wholly-owned subsidiary of WongDoody Holding Company Inc

(3) Incorporated on August 6, 2018

(4) Became a majority-owned and controlled subsidiary of Infosys Consulting Pte Ltd. effective November 16, 2018

(5) Acquired on October 11, 2018

(6) Incorporated as a wholly-owned subsidiary of Infosys Consulting Pte Ltd. effective December 19, 2018 and is yet to commence operations.

(7) Incorporated as a wholly-owned subsidiary of Infosys Limited effective November 29, 2018 and is yet to commence operations.

(8) Incorporated as a wholly-owned subsidiary of Infosys Public Services Inc effective November 27, 2018 and is yet to commence operations.

(9) Wholly-owned subsidiary of Fluido Oy.

Notes : 1. All the above subsidiaries are as per Section 2(87).

2. Lodestone Management Consultants Inc, a wholly-owned subsidiary of Infosys Consulting Holding AG, has been liquidated effective May 4, 2018.

IV. Shareholding pattern (Equity share capital break-up as a percentage of total equity)

(i) Category-wise shareholding

Category code

Category of shareholder

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% change during the year

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

(I)

(II)

(III)

(IV)

(V)

(VI)

(VII)

(VIII)

(IX)

(X)

(XI)

(A)

Promoter and promoter group

(1)

Indian

(a)

Individual / HUF

28,17,02,889

28,17,02,889

12.90

56,01,82,338

56,01,82,338

12.84

(0.06)

(b)

Central government

(c)

State government(s)

(d)

Bodies corporate

(e)

Banks / Financial institutions

(f)

Any other

Sub-total A(1)

28,17,02,889

28,17,02,889

12.90

56,01,82,338

56,01,82,338

12.84

(0.06)

(2)

Foreign

Sub-total A(2)

Total shareholding of promoters A=A(1)+A(2)

28,17,02,889

28,17,02,889

12.90

56,01,82,338

56,01,82,338

12.84

(0.06)

(B)

Public shareholding

(1)

Institutions

(a)

Mutual funds

23,14,84,277

23,14,84,277

10.60

58,47,82,249

58,47,82,249

13.41

2.81

(b)

Banks / Financial institutions

20,81,097

20,81,097

0.10

50,89,284

50,89,284

0.12

0.02

(c)

Central government

(d)

State government(s)

(e)

Venture capital funds

(f)

Insurance companies

23,38,29,498

23,38,29,498

10.71

40,10,62,150

40,10,62,150

9.20

(1.51)

(g)

Foreign institutional investors / Foreign portfolio investors

76,97,47,301

12,800

76,97,60,101

35.24

148,45,62,891

25,600

148,45,88,491

34.04

(1.20)

(h)

Foreign venture capital funds

(i)

Any other

(i) Alternate Investment Funds

31,79,915

31,79,915

0.15

68,67,534

68,67,534

0.16

0.01

Sub-total B(1)

124,03,22,088

12,800

124,03,34,888

56.80

248,23,64,108

25,600

248,23,89,708

56.93

0.13

(2)

Non-institutions

(a)

Bodies corporate / Overseas corporate bodies

4,27,41,828

48,000

4,27,89,828

1.96

7,76,58,023

64,000

7,77,22,023

1.78

(0.18)

(b)

Individuals

(i) Individuals holding nominal share capital up to 1 lakh

11,08,30,333

7,06,992

11,15,37,325

5.11

19,46,73,230

5,76,699

19,52,49,929

4.47

(0.64)

(ii) Individuals holding nominal share capital in excess of 1 lakh

8,99,42,449

31,82,345

9,31,24,794

4.26

21,42,50,837

56,26,546

21,98,77,383

5.04

0.78

(c)

Any other

(i) Foreign bodies DR

1,03,381

1,03,381

7,86,762

7,86,762

0.02

0.02

(ii) Non-banking financial companies

49,566

49,566

12,51,559

12,51,559

0.03

0.03

(iii) NRI

1,21,36,631

6,410

1,21,43,041

0.56

2,60,49,655

12,870

2,60,62,525

0.60

0.04

(iv) Trusts(1)

2,23,17,452

2,23,17,452

1.02

5,16,76,881

5,16,76,881

1.18

0.16

(v) IEPF

1,05,234

1,05,234

2,76,719

2,76,719

(vi) Qualified Institutional Buyer

2,969

2,969

Sub-total B(2)

27,82,26,874

39,43,747

28,21,70,621

12.91

56,66,26,635

62,80,115

57,29,06,750

13.12

0.21

Total public shareholding total B=B(1)+B(2)

151,85,48,962

39,56,547

152,25,05,509

69.71

304,89,90,743

63,05,715

305,52,96,458

70.05

0.34

Total (A+B)

180,02,51,851

39,56,547

180,42,08,398

82.61

360,91,73,081

63,05,715

361,54,78,796

82.89

0.28

(C)

Shares held by custodians for ADRs

37,99,05,859

37,99,05,859

17.39

74,62,54,648

74,62,54,648

17.11

(0.28)

Grand total (A+B+C)

218,01,57,710

39,56,547

218,41,14,257

100.00

435,54,27,729

63,05,715

436,17,33,444

100.00

(1) Includes 1,07,01,956 shares as of March 31, 2018 and 2,01,24,982 shares as of March 31, 2019, held by Infosys Employee Benefits Trust as per SEBI (Share Based Employee Benefits) Regulations, 2014 and 1,00,000 shares as of March 31, 2018 and 2,00,000 shares as of March 31, 2019, held by Infosys Employee Benefits Trust for welfare activities of employees. This is a non-promoter, non-public shareholding.

Note : The total number of shares has increased due to issuance of bonus shares in September 2018 in the ratio of 1:1.

(ii)(a) Shareholding of promoters

Name of the shareholder

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of shares

% of total shares of the Company(1)

% of shares pledged / encumbered to total shares

No. of shares

% of total shares of the Company(2)

% of shares pledged / encumbered to total shares

Sudha Gopalakrishnan

4,76,78,500

2.18

9,53,57,000

2.19

0.01

Rohan Murty

3,04,06,446

1.39

6,08,12,892

1.39

S. Gopalakrishnan

2,09,26,904

0.96

4,18,53,808

0.96

Nandan M. Nilekani

2,03,91,581

0.93

4,07,83,162

0.94

0.01

Akshata Murty

1,94,78,548

0.89

3,89,57,096

0.89

Asha Dinesh

1,92,89,652

0.88

3,85,79,304

0.88

Sudha N. Murty

1,72,75,313

0.79

3,45,50,626

0.79

Rohini Nilekani

1,71,67,546

0.79

3,43,35,092

0.79

Dinesh Krishnaswamy

1,62,39,795

0.74

3,24,79,590

0.74

Shreyas Shibulal

1,40,24,675

0.64

2,80,49,350

0.64

Shruti Shibulal

13,68,769

0.06

27,37,538

0.06

S.D. Shibulal

8,82,884

0.04

17,65,768

0.04

N.R. Narayana Murthy

83,22,819

0.38

1,66,45,638

0.38

Nihar Nilekani

63,38,876

0.29

1,26,77,752

0.29

Janhavi Nilekani

63,32,581

0.29

1,26,65,162

0.29

Kumari Shibulal

52,48,965

0.24

1,04,97,930

0.24

Divya Dinesh

38,23,342

0.18

76,46,684

0.18

Deeksha Dinesh

38,23,342

0.18

76,46,684

0.18

Meghana Gopalakrishnan

24,17,464

0.11

48,34,928

0.11

(ii)(b) Shareholding of promoter group

Name of the shareholder

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of shares

% of total shares of the Company(1)

% of shares pledged / encumbered to total shares

No. of shares

% of total shares of the Company(2)

% of shares pledged / encumbered to total shares

Gaurav Manchanda

85,73,973

0.39

1,55,36,226

0.36

(0.03)

Milan Shibulal Manchanda

77,17,934

0.35

1,54,35,868

0.35

Bhairavi Madhusudhan

39,72,980

0.18

63,34,240

0.15

(0.03)

Note : The total number of shares has increased due to issuance of bonus shares in September 2018 in the ratio of 1:1.

(1) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the beginning of the year

(2) Percentage calculated on the paid-up share capital (436,17,33,444 shares) as at the end of the year

(iii) Change in promoters’ shareholding

Name of the shareholder

Shareholding at the
beginning of the year

Cumulative shareholding
during the year

No. of shares

% of total shares of the Company (1)

No. of shares

% of total shares of the Company (2)

Sudha Gopalakrishnan

At the beginning of the year

4,76,78,500

2.18

(+) Bonus shares credited on Sep 6, 2018

4,76,78,500

9,53,57,000

2.19

At the end of the year

9,53,57,000

2.19

Rohan Murty

At the beginning of the year

3,04,06,446

1.39

(+) Bonus shares credited on Sep 6, 2018

3,04,06,446

6,08,12,892

1.39

At the end of the year

6,08,12,892

1.39

S. Gopalakrishnan

At the beginning of the year

2,09,26,904

0.96

(+) Bonus shares credited on Sep 6, 2018

2,09,26,904

4,18,53,808

0.96

At the end of the year

4,18,53,808

0.96

Nandan M. Nilekani

At the beginning of the year

2,03,91,581

0.93

(+) Bonus shares credited on Sep 6, 2018

2,03,91,581

4,07,83,162

0.94

At the end of the year

4,07,83,162

0.94

Akshata Murty

At the beginning of the year

1,94,78,548

0.89

(+) Bonus shares credited on Sep 6, 2018

1,94,78,548

3,89,57,096

0.89

At the end of the year

3,89,57,096

0.89

Asha Dinesh

At the beginning of the year

1,92,89,652

0.88

(+) Bonus shares credited on Sep 6, 2018

1,92,89,652

3,85,79,304

0.88

At the end of the year

3,85,79,304

0.88

Sudha N. Murty

At the beginning of the year

1,72,75,313

0.79

(+) Bonus shares credited on Sep 6, 2018

1,72,75,313

3,45,50,626

0.79

At the end of the year

3,45,50,626

0.79

Rohini Nilekani

At the beginning of the year

1,71,67,546

0.79

(+) Bonus shares credited on Sep 6, 2018

1,71,67,546

3,43,35,092

0.79

At the end of the year

3,43,35,092

0.79

Dinesh Krishnaswamy

At the beginning of the year

1,62,39,795

0.74

(+) Bonus shares credited on Sep 6, 2018

1,62,39,795

3,24,79,590

0.74

At the end of the year

3,24,79,590

0.74

Shreyas Shibulal

At the beginning of the year

1,40,24,675

0.64

(+) Bonus shares credited on Sep 6, 2018

1,40,24,675

2,80,49,350

0.64

At the end of the year

2,80,49,350

0.64

Shruti Shibulal

At the beginning of the year

13,68,769

0.06

(+) Bonus shares credited on Sep 6, 2018

13,68,769

27,37,538

0.06

At the end of the year

27,37,538

0.06

S.D. Shibulal

At the beginning of the year

8,82,884

0.04

(+) Bonus shares credited on Sep 6, 2018

8,82,884

17,65,768

0.04

At the end of the year

17,65,768

0.04

N.R. Narayana Murthy

At the beginning of the year

83,22,819

0.38

(+) Bonus shares credited on Sep 6, 2018

83,22,819

1,66,45,638

0.38

At the end of the year

1,66,45,638

0.38

Nihar Nilekani

At the beginning of the year

63,38,876

0.29

(+) Bonus shares credited on Sep 6, 2018

63,38,876

1,26,77,752

0.29

At the end of the year

1,26,77,752

0.29

Janhavi Nilekani

At the beginning of the year

63,32,581

0.29

(+) Bonus shares credited on Sep 6, 2018

63,32,581

1,26,65,162

0.29

At the end of the year

1,26,65,162

0.29

Kumari Shibulal

At the beginning of the year

52,48,965

0.24

(+) Bonus shares credited on Sep 6, 2018

52,48,965

1,04,97,930

0.24

At the end of the year

1,04,97,930

0.24

Divya Dinesh

At the beginning of the year

38,23,342

0.18

(+) Bonus shares credited on Sep 6, 2018

38,23,342

76,46,684

0.18

At the end of the year

76,46,684

0.18

Deeksha Dinesh

At the beginning of the year

38,23,342

0.18

(+) Bonus shares credited on Sep 6, 2018

38,23,342

76,46,684

0.18

At the end of the year

76,46,684

0.18

Meghana Gopalakrishnan

At the beginning of the year

24,17,464

0.11

(+) Bonus shares credited on Sep 6, 2018

24,17,464

48,34,928

0.11

At the end of the year

48,34,928

0.11

Note : The total number of shares has increased due to issuance of bonus shares in September 2018 in the ratio of 1:1.

(1) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the beginning of the year

(2) Percentage calculated on the paid-up share capital (436,17,33,444 shares) as at the end of the year

(iv) Change in promoter groups’ shareholding

Name of the shareholder

Shareholding at the
beginning of the year

Cumulative shareholding
during the year

No. of shares

% of total shares of the Company (1)

No. of shares

% of total shares of the Company(1)(2)

Gaurav Manchanda

At the beginning of the year

85,73,973

0.39

(-) Sale

(8,05,860)

(0.03)

77,68,113

0.36

(+) Bonus shares credited on Sep 6, 2018

77,68,113

1,55,36,226

0.36

At the end of the year

1,55,36,226

0.36

Milan Shibulal Manchanda

At the beginning of the year

77,17,934

0.35

(+) Bonus shares credited on Sep 6, 2018

77,17,934

1,54,35,868

0.35

At the end of the year

1,54,35,868

0.35

Bhairavi Madhusudhan

At the beginning of the year

39,72,980

0.18

(-) Sale

(8,05,860)

(0.03)

31,67,120

0.15

(+) Bonus shares credited on Sep 6, 2018

31,67,120

63,34,240

0.15

At the end of the year

63,34,240

0.15

Note : The total number of shares has increased due to issuance of bonus shares in September 2018 in the ratio of 1:1.

(1) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the beginning of the year

(2) Percentage calculated on the paid-up share capital (436,17,33,444 shares) as at the end of the year

(v) Shareholding of directors and key managerial personnel (KMP)

Name of the director / KMP

Shareholding at the
beginning of the year

Cumulative shareholding
during the year

No. of shares

% of total shares of the Company(1)

No. of shares

% of total shares of the Company(1)(2)

Nandan M. Nilekani –
Non-executive and Non-independent Director

At the beginning of the year

2,03,91,581

0.93

(+) Bonus shares credited on Sep 6, 2018

2,03,91,581

4,07,83,162

0.94

(+) ESOPs / RSUs exercised during the year

4,07,83,162

0.94

(+) Purchase(s) during the year

4,07,83,162

0.94

(-) Sale(s) during the year

4,07,83,162

0.94

At the end of the year

4,07,83,162

0.94

U.B. Pravin Rao – Whole-time Director(3)

At the beginning of the year

5,30,036

0.02

(+) ESOPs / RSUs exercised during the year

6,812

5,36,848

0.02

(+) Bonus shares credited on Sep 6, 2018

5,36,848

10,73,696

0.02

(+) Purchase(s) during the year

10,73,696

0.02

(-) Sale(s) during the year

10,73,696

0.02

At the end of the year

10,73,696

0.02

Salil Parekh – CEO & MD(3)

At the beginning of the year

(+) Bonus shares credited on Sep 6, 2018

(+) ESOPs / RSUs exercised during the year

1,03,604

1,03,604

(+) Purchase(s) during the year

1,03,604

(-) Sale(s) during the year

(37,834)

65,770

At the end of the year

65,770

Kiran Mazumdar-Shaw – Independent Director

At the beginning of the year

800

(+) Bonus shares credited on Sep 6, 2018

800

1,600

(+) ESOPs / RSUs exercised during the year

1,600

(+) Purchase(s) during the year

1,600

(-) Sale(s) during the year

(1,600)

At the end of the year

D.N. Prahlad – Independent Director

At the beginning of the year

10,96,095

0.05

(+) Bonus shares credited on Sep 6, 2018

10,96,095

21,92,190

0.05

(+) ESOPs / RSUs exercised during the year

21,92,190

0.05

(+) Purchase(s) during the year

21,92,190

0.05

(-) Sale(s) during the year

21,92,190

0.05

At the end of the year

21,92,190

0.05

Jayesh Sanghrajka – KMP(3)(6)

At the beginning of the year

2,229

(+) Bonus shares credited on Sep 6, 2018

2,229

4,458

(+) ESOPs / RSUs exercised during the year

4,376

8,834

(+) Purchase(s) during the year

8,834

(-) Sale(s) during the year

(6,000)

2,834

At the end of the year

2,834

A.G.S. Manikantha – KMP(3)

At the beginning of the year

330

(+) Bonus shares credited on Sep 6, 2018

330

660

(+) ESOPs / RSUs exercised during the year

1,500

2,160

(+) Purchase(s) during the year

2,160

(-) Sale(s) during the year

2,160

At the end of the year

2,160

Inderpreet Sawhney – KMP(4)

At the beginning of the year

(+) ESOPs / RSUs exercised during the year

28,082

28,082

(-) Sale(s) during the year

(12,000)

16,082

(+) Bonus shares credited on Sep 6, 2018

16,082

32,164

(+) Purchase(s) during the year

32,164

At the end of the year

32,164

Krishnamurthy Shankar – KMP(4)

At the beginning of the year

3,012

(+) Bonus shares credited on Sep 6, 2018

3,012

6,024

(+) ESOPs / RSUs exercised during the year

12,226

18,250

(+) Purchase(s) during the year

18,250

(-) Sale(s) during the year

(6,200)

12,050

At the end of the year

12,050

M.D. Ranganath – KMP(3)(5)

At the beginning of the year

16,918

(+) Bonus shares credited on Sep 6, 2018

16,918

33,836

(+) ESOPs / RSUs exercised during the year

47,326

81,162

(+) Purchase(s) during the year

81,162

(-) Sale(s) during the year

(69)

81,093

At the end of the year

81,093

Mohit Joshi – KMP(4)

At the beginning of the year

(+) Bonus shares credited on Sep 6, 2018

(+) ESOPs / RSUs exercised during the year

59,600

59,600

(+) Purchase(s) during the year

59,600

(-) Sale(s) during the year

(29,550)

30,050

At the end of the year

30,050

Ravi Kumar S. – KMP(4)

At the beginning of the year

(+) Bonus shares credited on Sep 6, 2018

(+) ESOPs / RSUs exercised during the year

1,15,976

1,15,976

(+) Purchase(s) during the year

1,15,976

(-) Sale(s) during the year

(1,15,976)

At the end of the year

(1) Percentage calculated on the paid-up share capital (218,41,14,257 shares) as at the beginning of the year

(2) Percentage calculated on the paid-up share capital (436,17,33,444 shares) as at the end of the year

(3) KMP as defined under Section 2(51) of the Companies Act, 2013

(4) KMP as defined under Ind AS 24, Related Party Disclosures, appointed by the Board

(5) Resigned as CFO effective November 16, 2018

(6) Appointed as Interim CFO effective November 16, 2018 and on appointment of Nilanjan Roy as CFO effective March 1, 2019, redesignated as Deputy CFO effective March 1, 2019

The following directors and KMP did not hold any shares during fiscal 2019 :

  • Roopa Kudva – Independent Director
  • D. Sundaram – Independent Director
  • Michael Gibbs – Independent Director
  • Dr. Punita Kumar-Sinha – Independent Director
  • Nilanjan Roy – Chief Financial Officer

(vi) Shareholding pattern of top 10 shareholders as of March 31, 2019

Name of the shareholder(1)

Shareholding at the
beginning of the year

Cumulative shareholding
during the year

No. of shares

% of total shares of the Company(2)

No. of shares

% of total shares of the Company(2)(3)

Life Insurance Corporation of India

At the beginning of the year

14,95,14,017

6.85

Purchase(s) prior to bonus

14,95,14,017

6.85

Sale(s) prior to bonus

(2,000)

14,95,12,017

6.85

Bonus shares credited on Sep 6, 2018

14,95,12,017

29,90,24,034

6.85

Purchase(s) post bonus

29,90,24,034

6.85

Sale(s) post bonus

(4,46,91,658)

(1.02)

25,43,32,376

5.83

At the end of the year

25,43,32,376

5.83

HDFC Mutual Fund

At the beginning of the year

6,07,33,054

2.78

Purchase(s) prior to bonus

1,26,84,114

0.58

7,34,17,168

3.36

Sale(s) prior to bonus

(1,04,70,327)

(0.48)

6,29,46,841

2.88

Bonus shares credited on Sep 6, 2018

6,29,46,841

12,58,93,682

2.88

Purchase(s) post bonus

26,15,065

0.06

12,85,08,747

2.94

Sale(s) post bonus

(22,54,508)

(0.05)

12,62,54,239

2.89

At the end of the year

12,62,54,239

2.89

SBI Mutual Fund

At the beginning of the year

3,07,49,319

1.41

Purchase(s) prior to bonus

1,37,20,843

0.63

4,44,70,162

2.04

Sale(s) prior to bonus

(41,57,986)

(0.19)

4,03,12,176

1.85

Bonus shares credited on Sep 6, 2018

4,03,12,176

8,06,24,352

1.85

Purchase(s) post bonus

2,06,59,603

0.47

10,12,83,955

2.32

Sale(s) post bonus

(31,04,225)

(0.07)

9,81,79,730

2.25

At the end of the year

9,81,79,730

2.25

Government of Singapore

At the beginning of the year

2,76,20,153

1.26

Purchase(s) prior to bonus

1,44,70,017

0.67

4,20,90,170

1.93

Sale(s) prior to bonus

(7,82,445)

(0.04)

4,13,07,725

1.89

Bonus shares credited on Sep 6, 2018

4,13,07,725

8,26,15,450

1.89

Purchase(s) post bonus

88,80,449

0.20

9,14,95,899

2.09

Sale(s) post bonus

(89,30,499)

(0.20)

8,25,65,400

1.89

At the end of the year

8,25,65,400

1.89

ICICI Prudential Mutual Fund

At the beginning of the year

4,03,13,403

1.85

Purchase(s) prior to bonus

52,10,960

0.23

4,55,24,363

2.08

Sale(s) prior to bonus

(1,61,75,476)

(0.74)

2,93,48,887

1.34

Bonus shares credited on Sep 6, 2018

2,93,48,887

5,86,97,774

1.34

Purchase(s) post bonus

3,33,87,092

0.77

9,20,84,866

2.11

Sale(s) post bonus

(1,58,03,569)

(0.36)

7,62,81,297

1.75

At the end of the year

7,62,81,297

1.75

Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Fund

At the beginning of the year

2,97,35,160

1.36

Purchase(s) prior to bonus

2,97,35,160

1.36

Sale(s) prior to bonus

(8,33,717)

(0.04)

2,89,01,443

1.32

Bonus shares credited on Sep 6, 2018

2,89,01,443

5,78,02,886

1.32

Purchase(s) post bonus

25,88,140

0.06

6,03,91,026

1.38

Sale(s) post bonus

(10,76,172)

(0.02)

5,93,14,854

1.36

At the end of the year

5,93,14,854

1.36

Vanguard Total International Stock Index Fund

At the beginning of the year

2,41,45,242

1.11

Purchase(s) prior to bonus

34,17,496

0.15

2,75,62,738

1.26

Sale(s) prior to bonus

2,75,62,738

1.26

Bonus shares credited on Sep 6, 2018

2,75,62,738

5,51,25,476

1.26

Purchase(s) post bonus

37,03,009

0.09

5,88,28,485

1.35

Sale(s) post bonus

(1,16,778)

5,87,11,707

1.35

At the end of the year

5,87,11,707

1.35

Abu Dhabi Investment Authority

At the beginning of the year

2,67,37,104

1.22

Purchase(s) prior to bonus

29,76,305

0.14

2,97,13,409

1.36

Sale(s) prior to bonus

(18,31,664)

(0.08)

2,78,81,745

1.28

Bonus shares credited on Sep 6, 2018

2,78,81,745

5,57,63,490

1.28

Purchase(s) post bonus

36,39,551

0.08

5,94,03,041

1.36

Sale(s) post bonus

(75,16,496)

(0.17)

5,18,86,545

1.19

At the end of the year

5,18,86,545

1.19

UTI Mutual Fund

At the beginning of the year

2,03,48,923

0.93

Purchase(s) prior to bonus

33,22,312

0.15

2,36,71,235

1.08

Sale(s) prior to bonus

(28,16,748)

(0.13)

2,08,54,487

0.95

Bonus shares credited on Sep 6, 2018

2,08,54,487

4,17,08,974

0.95

Purchase(s) post bonus