Annexures to Board’s report

Annexure 1 – Statement containing the salient features of the financial statements of subsidiaries / associate companies

[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, except % 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

(1) Turnover (includes inter-company transactions)

(1) Profit / (Loss) before taxation

(1) Provision for taxation

(1) Profit / (Loss) after taxation

% of shareholding

1

Infosys BPM Limited

(formerly Infosys BPO Limited)

Mar 31, 2018

NA

INR

34

3,407

3,980

539

857

3,061

642

173

469

99.98

2

EdgeVerve Systems Limited

Mar 31, 2018

NA

INR

1,312

(2,709)

880

2,277

43

2,439

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 LLC(4)

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(2)

Dec 31, 2017

NA

1 GBP = 86.28

22

221

199

791

20

4

16

100.00

7

Infosys Consulting GmbH(2)

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(2)

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)

1,097

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.(6)

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(2)

Dec 31, 2017

NA

1 AUD = 49.95

17

(7)

30

20

138

9

(4)

13

100.00

16

Infosys Consulting Ltda.(3)

Dec 31, 2017

NA

1 BRL = 19.32

137

(194)

81

138

133

(71)

1

(72)

99.99

17

Lodestone Management Consultants Co., Ltd.(2)

Dec 31, 2017

NA

1 RMB = 9.82

43

(153)

42

152

117

(68)

(1)

(67)

100.00

18

Infosys Consulting Sp. Z o.o.(2)

Dec 31, 2017

NA

1 PLN = 18.29

2

7

40

31

108

11

3

8

100.00

19

Panaya Inc.

Dec 31, 2017

Mar 5, 2015

1 USD = 63.88

402

553

151

105

4

2

2

100.00

20

Infosys Technologies (Sweden) AB

Dec 31, 2017

NA

1 SEK = 7.78

2

23

42

17

100

4

4

100.00

21

Portland Group Pty. Limited(4)

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(4)

Mar 31, 2018

NA

1 CZK = 3.16

3

72

96

21

21

78

1

1

99.98

23

Infosys Consulting
Pte Ltd.(9)

Dec 31, 2017

NA

1 SGD = 47.81

52

(52)

22

22

68

1

1

100.00

24

Infy Consulting B.V.(2)

Dec 31, 2017

NA

1 EUR = 76.53

1

29

48

18

65

2

(1)

3

100.00

25

Skava Systems
Pvt. Ltd.

Mar 31, 2018

Jun 2, 2015

INR

38

44

6

5

57

10

(5)

15

100.00

26

Brilliant Basics Limited(7)

Mar 31, 2018

NA

1 GBP = 92.28

(5)

17

22

54

(5)

(5)

100.00

27

Panaya GmbH(6)

Dec 31, 2017

NA

1 EUR = 76.53

(2)

62

64

30

1

1

100.00

28

Infosys Consulting SAS(2)

Dec 31, 2017

NA

1 EUR = 76.53

29

(23)

13

7

26

6

(2)

8

100.00

29

Infosys Consulting S.R.L.(2)

Dec 31, 2017

NA

1 ARS = 3.34

7

(7)

11

11

23

1

2

(1)

100.00

30

Infosys Consulting
(Belgium) NV(3)

Dec 31, 2017

NA

1 EUR = 76.53

3

(27)

10

34

22

1

(1)

2

99.90

31

S.C. Infosys Consulting S.R.L.(2)

Dec 31, 2017

NA

1 RON = 16.42

1

7

10

2

18

2

2

100.00

32

Lodestone Management Consultants Portugal,
Unipessoal, Lda(2)

Dec 31, 2017

NA

1 EUR = 76.53

11

(8)

10

7

11

1

1

100.00

33

Lodestone Management Consultants Inc.(2)(5)

Dec 31, 2017

NA

1 USD = 63.88

1

24

25

9

2

3

(1)

100.00

34

Panaya Japan
Co. Ltd.(5)(6)

Dec 31, 2017

NA

1 JPY = 0.5677

(1)

15

16

4

100.00

35

Infosys Consulting s.r.o.(2)

Dec 31, 2017

NA

1 CZK = 2.99

5

6

1

4

100.00

36

Brilliant Basics (MENA) DMCC(7)

Dec 31, 2017

NA

1 AED = 17.39

1

1

2

6

6

100.00

37

Infosys Technologies (Australia) Pty. Limited(5)

Mar 31, 2018

Jan, 2004

1 AUD = 50.05

4

34

38

1

1

100.00

38

Infosys Nova Holdings LLC. (Infosys Nova)

Dec 31, 2017

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 31, 2017

Oct 22, 2012

1 CHF = 65.50

166

46

425

213

(78)

1

(79)

100.00

41

Lodestone Management Consultants GmbH (Austria)(2)(8)

Dec 31, 2017

NA

1 EUR = 76.53

1

(1)

2

2

100.00

42

Infosys BPO
Americas LLC(4)

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 (formerly Lodestone Holding AG)

(3) Majority-owned and controlled subsidiary of Infosys Consulting Holding AG

(formerly Lodestone Holding AG)

(4) Wholly-owned subsidiary of Infosys BPM Limited

(5) Under liquidation

(6) Wholly-owned subsidiary of Panaya Inc.

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

(8) During fiscal 2018, the holding company of Lodestone Management Consultants GmbH (Austria) changed from Infosys Consulting Holding AG to Infosys Limited

(9) During fiscal 2017, the holding company of Infosys Consulting Pte Ltd. 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 Infosys Public Services, Inc., has been liquidated effective May 9, 2017.

4. Noah Consulting LLC (‘Noah’) has been liquidated effective November 9, 2017.

5. Noah Information Management Consulting Inc, a wholly-owned subsidiary of Noah Consulting LLC has been liquidated effective December 20, 2017.

6. Infosys Arabia Limited, a subsidiary of Infosys Limited, has been incorporated effective March 18, 2018 and is yet to commence operations.

7. Infosys Chile SpA, a subsidiary of Infosys Limited has been incorporated on November 20, 2017, and it is yet to commence operations.

8. DWA Nova LLC, an associate, has been liquidated effective November 17, 2017.

9. Reserves and surplus include 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 13, 2018

D. Sundaram

Director

M.D. Ranganath

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, 2018, 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, 2018 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 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(2)

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

1,766

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

EdgeVerve 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

1,325

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

EdgeVerve 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

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

(2) Noah Consulting LLC has been liquidated effective November 9, 2017. For details, refer to Note 2.3.1 of the standalone financial statements.

for and on behalf of the Board of Directors

Bengaluru
April 13, 2018

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 in more than 45 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 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 KMP including CEO and COO in the tables, 3(a) and 3(b), are in compliance with Chapter XIII, 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.

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

3(a) Remuneration to whole-time directors (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 Parekh(1)(2)

01876159

CEO & MD

3.98

NA

NA

273

273

U.B. Pravin Rao(3)

06782450

COO & WTD

8.22

(4)7.80

5

138

137

Dr. Vishal Sikka(5)(8)

06897177

CEO & MD

(6)12.92

(7)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 and fiscal 2017 are given for the full year, except where specifically stated otherwise. Accordingly, the percentage increase and ratio of remuneration are computed on an annualized basis wherever applicable.

# 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 2018 is mentioned in the notes below.

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

(2) Pursuant to the approval of the shareholders through a postal ballot on February 20, 2018, Salil Parekh is eligible to receive the following under the 2015 Plan,

a) an annual grant of RSUs of fair value 3.25 crore, which will vest over time in three equal annual installments upon completion of each year of service from the respective grant date

b) a one-time grant of RSUs of fair value 9.75 crore, which will vest over time in two equal annual installments upon completion of each year of service from the grant date and

c) an annual grant of performance-based RSUs of fair value 13 crore, which will vest after completion of three years, the first of which concludes on March 31, 2021, subject to the achievement of performance targets set by the Board or its committee.

The Board, based on the recommendations of the nomination and remuneration committee, approved on February 27, 2018, the annual time-based grant for fiscal 2018 of 28,256 RSUs and a one-time, time-based grant of 84,768 RSUs. The grants were made effective February 27, 2018.

(3) Appointed as Interim Chief Executive Officer and Managing Director effective August 18, 2017. Subsequently, on January 2, 2018, re-designated as Chief Operating Officer and Whole-time Director. The salary remains unchanged on the appointment and redesignation.

(4) On March 31, 2017, the shareholders vide a postal ballot approved a revision in the salary of U.B. Pravin Rao, COO and Whole-time Director, effective November 1, 2016. Based on fiscal 2016 performance, the nomination and remuneration committee, at its meeting held on October 14, 2016, recommended a grant of 27,250 RSUs and 43,000 ESOPs, amounting to 4 crore to U.B. Pravin Rao, under the 2015 Plan and the same was approved by the shareholders through a postal ballot on March 31, 2017. These RSUs and ESOPs were granted effective May 2, 2017.

(5) Resigned as Chief Executive Officer and Managing Director effective August 18, 2017 and as Executive Vice Chairman effective August 24, 2017

(6) Includes US$ 0.25 million (approximately 1.60 crore) and US$ 0.21 million (approximately 1.34 crore) as part of 90 days base pay in lieu of notice and variable pay, respectively, for fiscal 2018 on account of resignation. Additionally, remuneration for fiscal 2018 includes 6.78 crore on account of exercise of 70,772 RSUs during fiscal 2018.

(7) Includes US$ 0.82 million (approximately 5.33 crore) as variable pay for fiscal 2017 as approved by the nomination and remuneration committee on April 13, 2017. Additionally, includes 3.69 crore on account of exercise of 34,062 RSUs during fiscal 2017.

(8) For fiscal 2017, 1,20,700 time-based RSUs amounting to US$ 2 million (approximately 13.42 crore) were granted on August 1, 2016. Additionally, based on fiscal 2017 performance evaluation, the Board, on the recommendations of the nomination and remuneration committee, approved on April 13, 2017, performance-based equity and stock options for fiscal 2017 comprising 1,32,483 RSUs amounting to US$ 1.9 million (approximately 12.91 crore) and 3,30,525 ESOPs amounting to US$ 0.96 million (approximately 6.46 crore). These RSUs and ESOPs were granted effective May 2, 2017. Further, the Board, based on the recommendations of the nomination and remuneration committee, approved on April 13, 2017 the annual time-based vesting grant for fiscal 2018 comprising 1,37,741 RSUs amounting to US$ 2 million (approximately 12.97 crore). These RSUs were granted effective May 2, 2017. Except for 70,772 RSUs which were exercised in fiscal 2018, all the other 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(6)

Acting General Counsel

0.16

1.16

NA

NA

NA

Inderpreet Sawhney (4)(5)

Group General Counsel and
Chief Compliance Officer

4.84

NA

108

108

(4) 58,150

(4) 44,450

Krishnamurthy Shankar

Group Head – Human Resources and Infosys Leadership Institute

4.20

3.73

13

70

70

12,400

A.G.S. Manikantha

Company Secretary

0.60

0.44

36

10

10

2,000

Mohit Joshi

President

10.31

6.79

52

172

172

66,850

Ravi Kumar S.

President and Deputy Chief Operating Officer

9.54

7.03

36

160

160

66,850

Rajesh K. Murthy(3)

President

9.58

7.56

NA

NA

NA

M.D. Ranganath

Chief Financial Officer

7.98

4.75

68

133

133

66,850

Sandeep Dadlani(2)

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 and fiscal 2017 are given for the full year, except where specifically stated otherwise. Accordingly, the percentage increase and ratio of remuneration are computed on an annualized basis wherever applicable

# 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 2018 is included in the table 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 stock options would vest generally over a period of four years.

(2) Resigned effective July 14, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to July 14, 2017.

(3) Resigned effective January 31, 2018; hence, remuneration for fiscal 2018 is from April 1, 2017 to January 31, 2018.

(4) Appointed as Group General Counsel and Chief Compliance Officer effective July 3, 2017 and was named as key managerial personnel under Ind AS 24, Related Party Disclosures effective July 14, 2017. The nomination and remuneration committee, at its meeting on July 13, 2017, recommended a grant of 19,450 RSUs and 44,450 ESOPs effective August 1, 2017 under the 2015 Plan. These RSUs and ESOPs will vest over a period of four years from the date of grant. Additionally, the nomination and remuneration committee further recommended a one-time grant of 38,700 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.

(5) Includes a one-time joining bonus of US$ 25,000 (approximately 0.16 crore)

(6) Appointed as Acting General Counsel effective January 1, 2017. He resigned effective June 24, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to June 24, 2017.

(7) Includes 6 crore payable under severance agreement to David D. Kennedy, who ceased to be the General Counsel and Chief Compliance Officer of the Company effective December 31, 2016.

The Median Remuneration of Employees (MRE) excluding whole-time directors (WTDs) was 5,97,810 and 5,65,585 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 5,97,854 and 5,65,586 in fiscal 2018 and fiscal 2017, respectively. The increase in MRE (including WTDs) in fiscal 2018, as compared 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 (5)

Nandan M. Nilekani(1)

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(2)

00504146

0.95

0.36

22

D. Sundaram(3)

00016304

0.70

NA

R. Seshasayee(4)

00047985

0.84

1.95

NA

Prof. Jeffrey S. Lehman(4)

00092981

0.89

1.37

NA

Prof. John W. Etchemendy(4)

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 voluntarily chose 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 2017

(3) Appointed effective July 14, 2017

(4) Resigned effective August 24, 2017

(5) 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 in terms 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(1)

CEO & MD

B.S., Ph.D. on CS

22

12,92,05,500

(1) 2,70,224

(1) 3,30,525

SAP SE, Member of the Executive Board of SAP SE

Mohit Joshi

President

BA, MBA

21

10,30,71,671

66,850

ABN AMRO Bank, Manager

Rajesh K. Murthy(2)

President

BE

26

9,58,03,800

Viswakarma Institute of Technology, Teaching

Ravi Kumar S.

President and Deputy Chief Operating Officer

BE, PGD

24

9,54,27,589

66,850

Sapient Corporation, Director

U.B. Pravin Rao

COO & WTD

BE

33

8,22,28,872

27,250

43,000

IISC, Trainee

M.D. Ranganath

Chief Financial Officer

BE, PGDM, M.Tech

29

7,97,80,202

66,850

Surya Software Systems Private Limited, Director

Scott Sorokin

Head, Global Services – Digital Experience

B.Sc

32

6,45,65,459

17,900

Razorfish Global, Chief Strategy Officer

Sangita Singh

Industry Head – Healthcare & Life Sciences

BE

26

5,58,62,057

16,950

Wipro, Chief Executive Healthcare Life Sciences

Eric Laffargue

Country Head –
France and Mauritius

MBM, PGD

29

5,13,25,920

Accenture, Executive Partner

Inderpreet Sawhney

Group General Counsel and Chief Compliance Officer

BA LLB, LLM

27

4,83,93,451

58,150

44,450

Wipro, Senior Vice President and General Counsel

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.

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

# 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 2018 is included in the table above.

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

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

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

Employee name

Designation

Educational qualification

Age

Experience (in years)

Date of joining

Gross remuneration paid ()#

Previous employment and designation

Balakrishna D.R.

SVP & Service Offering Head, ADM

BE

46

24

Feb 7, 1994

1,25,52,089

HCL-HP, Customer Engineer – Trainee

Binod Rangadore Hampapur

EVP & Global Head – Talent & Technology Operations

BE

55

32

Jul 1, 2013

3,95,83,255

Infosys Limited, SVP – Corporate Relations

Charles Henry Hawkes

SVP & Head – Facilities

B.Sc, PGCBM

58

33

Nov 15, 1996

1,29,93,747

Trans Oceanic Travel, Manager

Deepak Bhalla

SVP & Global Head - Business Finance and Operations Planning

B.Com, ACA

44

22

Jul 19, 2016

1,27,29,825

Infosys BPO, Chief Financial Officer

Deepak Padaki

EVP & Group Head – Corporate Strategy and Chief Risk Officer

BE

47

26

Aug 10, 1992

1,81,31,768

Dheeshjith V.G.(1)

SVP & Chief Information Officer

B.Sc, ME

54

31

Sept 14, 1987

2,07,26,214

Dinesh R.

SVP & Head Global Services, EAS

BE

49

28

Oct 1, 1990

2,37,44,365

Gopikrishnan Konnanath

SVP & Service Offering Head, EAS

BE

47

24

Nov 7, 1994

1,11,76,460

BPL Systems & Projects Limited, Trainee Engineer

Indranil Mukherjee

SVP & Service Offering Head, EAS

AMIETE

47

24

Dec 4, 1995

1,04,75,406

Chipsoft Technologies, Customer Support Engineer

Jayesh Sanghrajka

EVP & Deputy Chief Financial Officer

B.Com, CA, ICWA

44

20

Dec 24, 2012

1,85,81,873

Mu Sigma, VP – Finance

Koushik R.N.

EVP & Group Head – Procurement & Global Immigration

B.Sc

49

28

May 2, 1991

1,48,25,572

Frazer Techno Circuits Limited, Marketing Executive

Muthuvel Gajapathi

VP & Delivery Head, DNA

B.Sc, MCA

49

27

Aug 27, 1992

1,11,30,495

PSI Bull Limited, Systems Executive

Nabarun Roy

SVP & Group Head – Quality

B.Tech

46

24

Aug 29, 1994

1,11,83,393

Narsimha Rao Mannepalli

EVP & Head Global Services,
IVSU, CIS

BE, PGDBM

50

28

Jan 29, 2001

1,98,53,706

Ramco Systems, Project Director – e-Commerce Solutions

Raghupathi N. Cavale

SVP & Strategic Business Practice Head, INDIA

BE, MS

56

33

Dec 13, 1999

1,15,82,861

PricewaterhouseCoopers Limited, Principal Consultant

Rajeev Ranjan

SVP & Service Offering Head, ADM

B.Tech, MBA

45

22

Aug 16, 1999

1,10,18,133

Nexgen Information Solutions, Associate Consultant

Ramadas Kamath U.

EVP & Head – Administration, Facilities, Infrastructure & Security and Sustainability

BBM, FCA

57

33

Jul 1, 1994

3,57,63,249

Manipal Printers and Publishers Limited, Accountant

Renganathan V.R.

VP & Delivery Head, INDIA

BE

48

28

Jun 18, 1990

1,08,40,646

Richard Lobo

EVP & Head HR – Infosys Limited

BE, PGD

46

23

Dec 11, 2000

1,45,89,190

Godrej & Boyce MFG Company, Assistant Manager

Satish H.C.

EVP & Head Global Services, DNA

BE

46

24

May 2, 1994

1,79,60,658

Shaji Mathew

SVP & Service Offering Head, HILIFE

B.Tech

47

26

Jun 22, 1992

1,72,45,605

Mukand Limited

Shamita Chatterjee

SVP & Group Head – Compensation & Benefits

BA (H), MBA

48

24

Dec 1, 2011

1,24,69,220

Mercer Consulting Limited, Market Business Leader – South Asia

Srikantan Moorthy

EVP & Head Global Services, ADM

BE

55

33

Dec 7, 2000

2,83,65,126

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

1,86,09,771

IBPO, Group Engagement Manager

Sunil Kumar Dhareshwar

SVP & Global Head – Taxation and Corporate Accounting

BCom, CA

42

22

Sep 10, 2013

1,46,12,769

21st Century Fox (ASIA) Limited, Head Of Tax – Asia

Suryaprakash Viswanath Kareenahalli

SVP & Service Offering Head, ADM

BE, PGD

52

29

Oct 15, 2007

1,03,74,414

WIPRO, Subvertical Business Management

Thothathri Visvanathan

VP & Delivery Head, ADM

BE, PGCCA

55

32

Jul 6, 2000

1,29,82,729

CSAI, Senior Consultant

Vibhuti Kumar Dubey

SVP & Service Offering Head, EAS

BE, PGD

53

29

Apr 1, 2002

1,03,23,378

HCL, Business Development Manager

Vishal Salvi

SVP & Chief Information Security Officer

BE, MBA

46

25

Aug 9, 2016

1,60,50,170

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 by the top 10 employees as their details are provided elsewhere in this report.

Employees mentioned above are neither relatives of any directors or managers 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.

# Remuneration 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.

(1) Resigned on April 2, 2018

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

Employee name

Designation

Educational qualification

Age

Experience (in years)

Date of joining

Date of leaving

Gross remuneration paid ()#

Previous employment and designation

Jitendra Sangharajka D.

VP & Senior Delivery Manager, InfosysIT

BE, DFM

50

28

Sept 1, 1999

Apr 21, 2017

16,80,939

L&T Limited, Executive

Sai Kumar Shamanna

VP & Head Human Resource Development – Units

BE, MBA

48

25

Aug 21, 2000

Apr 4, 2017

11,09,619

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

12,14,450

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

13,66,847

I.T.Solutions, Project Leader

Yogesh Goel

VP & Group Head – Ethics and Compliance, Legal

BCOM (H), ACS

45

20

Jan 4, 2018

NA

30,33,846

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 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.

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

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 2018, 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 (‘SEBI Listing Regulations’).

Managements’ Responsibility

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

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.

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.

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.

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

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations 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, 2018.

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's registration number : 117366W/W-100018

Bengaluru

May 11, 2018

Sd/-

P. R. Ramesh

Partner

Membership number : 70928

Annexure 5 – Secretarial audit report for the financial year ended March 31, 2018

[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]


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, 2018 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, 2018 and made available to me, according to the provisions of :

i.

The Companies Act, 2013 (the Act) and the rules made thereunder;

ii.

The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii.

The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

iv.

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

v.

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :

a)

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b)

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c)

The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

d)

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;

e)

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

f)

The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

vi.

Other laws applicable specifically to the Company namely :

a)

The Information Technology Act, 2000 and the rules made thereunder;

b)

The Special Economic Zones Act, 2005 and the rules made thereunder;

c)

Software Technology Parks of India rules and regulations, 2004;

d)

The Indian Copyright Act, 1957;

e)

The Patents Act, 1970;

f)

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 Company has made settlement application to the Securities Exchange Board Of India (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 in respect of 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 Agreement) pertaining to matters relating to the severance agreement entered into with the former Chief Financial Officer, Mr. Rajiv Bansal, during 2015 and the application is pending disposal by the SEBI.

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

a)

The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

b)

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; and

c)

The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, and 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 has not been reviewed in this Audit since the same have been subject to review by statutory financial audit 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 the Board Meetings, agenda and detailed notes on agenda were 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 reports of Company Secretary / Chief Executive Officer 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 :

The Company has bought back and extinguished 11,30,43,478 equity shares of 5 each at a price of 1,150 per equity share aggregating to 13,000 crore (approx) and the buyback was completed on December 22, 2017;

and 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 13, 2018

FCS :1325 / C.P.No : 640

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 Computershare Private Limited

Unit : Infosys Limited, Karvy Selenium Tower B

Plot 31-32, Gachibowli, Financial District

Nanakramguda, 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, subsidiary and associate companies

Name of the parties

Country

CIN / GLN

Holding / Subsidiary / Associate

% holding as at March 31, 2018

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) Company 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

Lodestone Management Consultants Co., Ltd.

China

Subsidiary

100

Lodestone Management Consultants GmbH

Austria

Subsidiary

100

Lodestone Management Consultants Inc.

US

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 Pvt. Ltd.

India

U72200TZ2003PTC010618

Subsidiary

100

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

2. Infosys Canada Public Services, a wholly-owned subsidiary of Infosys Public Services, Inc., has been liquidated effective May 9, 2017.

3. Noah Consulting LLC (‘Noah’) has been liquidated effective November 9, 2017.

4. Noah Information Management Consulting Inc, a wholly-owned subsidiary of Noah Consulting LLC has been liquidated effective December
20, 2017.

5. Infosys Arabia Limited, a subsidiary of Infosys Limited, has been incorporated effective March 18, 2018 and is yet to commence operations.

6. Infosys Chile SpA, a subsidiary of Infosys Limited has been incorporated on November 20, 2017, and it is yet to commence operations.

7. DWA Nova LLC, an associate, has been liquidated effective November 17, 2017.

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

29,28,06,199

29,28,06,199

12.75

28,17,02,889

28,17,02,889

12.90

0.15

(b)

Central government

(c)

State government(s)

(d)

Bodies corporate

(e)

Banks / Financial institutions

(f)

Any other

Subtotal A(1)

29,28,06,199

29,28,06,199

12.75

28,17,02,889

28,17,02,889

12.90

0.15

(2)

Foreign

Subtotal A(2)

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

29,28,06,199

29,28,06,199

12.75

28,17,02,889

28,17,02,889

12.90

0.15

(B)

Public shareholding

(1)

Institutions

(a)

Mutual funds

19,12,67,683

19,12,67,683

8.33

23,14,84,277

23,14,84,277

10.60

2.27

(b)

Banks / Financial institutions

39,81,083

39,81,083

0.17

20,81,097

20,81,097

0.10

(0.07)

(c)

Central government

(d)

State government(s)

(e)

Venture capital funds

(f)

Insurance companies

27,10,45,069

27,10,45,069

11.80

23,38,29,498

23,38,29,498

10.71

(1.09)

(g)

Foreign institutional investors / Foreign portfolio investors

87,99,00,889

12,800

87,99,13,689

38.31

76,97,47,301

12,800

76,97,60,101

35.24

(3.07)

(h)

Foreign venture capital funds

(i)

Any other

(i) Alternative Investment Fund

2,58,871

2,58,871

0.01

31,79,915

31,79,915

0.15

0.14

Subtotal B(1)

134,64,53,595

12,800

134,64,66,395

58.62

124,03,22,088

12,800

124,03,34,888

56.80

(1.82)

(2)

Non-institutions

(a)

Bodies corporate / overseas corporate bodies

1,42,12,304

51,200

1,42,63,504

0.62

4,27,41,828

48,000

4,27,89,828

1.96

1.34

(b)

Individuals

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

11,75,33,027

6,99,182

11,82,32,209

5.15

11,08,30,333

7,06,992

11,15,37,325

5.11

(0.04)

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

10,56,41,694

35,11,696

10,91,53,390

4.75

8,99,42,449

31,82,345

9,31,24,794

4.26

(0.49)

(c)

Any other

(i) Foreign bodies – DR

1,15,185

1,15,185

1,03,381

1,03,381

(ii) Non-banking financial companies

61,761

61,761

49,566

49,566

(iii) NRI

1,17,04,654

6,410

1,17,11,064

0.51

1,21,36,631

6,410

1,21,43,041

0.56

0.05

(iv) Trusts(1)

2,08,17,020

2,08,17,020

0.91

2,23,17,452

2,23,17,452

1.02

0.11

(v) IEPF

1,05,234

1,05,234

Subtotal B(2)

27,00,85,645

42,68,488

27,43,54,133

11.94

27,82,26,874

39,43,747

28,21,70,621

12.91

0.97

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

161,65,39,240

42,81,288

162,08,20,528

70.56

151,85,48,962

39,56,547

152,25,05,509

69.71

(0.85)

Total (A+B)

190,93,45,439

42,81,288

191,36,26,727

83.31

180,02,51,851

39,56,547

180,42,08,398

82.61

(0.70)

(C)

Shares held by custodians for ADRs

38,33,17,937

38,33,17,937

16.69

37,99,05,859

37,99,05,859

17.39

0.70

Grand total (A+B+C)

229,26,63,376

42,81,288

229,69,44,664

100.00

218,01,57,710

39,56,547

218,41,14,257

100.00

(1) Includes 1,11,89,514 shares as of March 31, 2017 and 1,07,01,956 shares as of March 31, 2018, held by Infosys Employee Benefit Trust as per SEBI (Share-based Employee Benefits) Regulations, 2014 and 1,00,000 shares each as of March 31, 2017 and March 31, 2018, held by Infosys Limited Employees’ Welfare Trust for welfare activities of employees. This is a non-promoter, non-public shareholding.

(ii)(a) Shareholding of promoters

Shareholder’s name

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

% of shares pledged / encumbered to total shares

No. of shares

% of total shares of the Company

% of shares pledged / encumbered to total shares

Sudha Gopalakrishnan

4,91,78,500

2.14

4,76,78,500

2.18

0.04

Rohan Murty

3,17,99,128

1.38

3,04,06,446

1.39

0.01

S. Gopalakrishnan

2,16,26,904

0.94

2,09,26,904

0.96

0.02

Nandan M. Nilekani

2,13,83,480

0.93

2,03,91,581

0.93

Akshata Murty

2,04,25,648

0.89

1,94,78,548

0.89

Asha Dinesh

2,01,89,928

0.88

1,92,89,652

0.88

Sudha N. Murty

1,80,58,640

0.79

1,72,75,313

0.79

Rohini Nilekani

1,80,04,696

0.78

1,71,67,546

0.79

0.01

Dinesh Krishnaswamy

1,69,86,148

0.74

1,62,39,795

0.74

Shreyas Shibulal

1,46,79,855

0.64

1,40,24,675

0.64

Shruti Shibulal

1,36,87,696

0.60

13,68,769

0.06

(0.54)

S.D. Shibulal

88,28,844

0.38

8,82,884

0.04

(0.34)

N.R. Narayana Murthy

87,18,688

0.38

83,22,819

0.38

Nihar Nilekani

66,63,240

0.29

63,38,876

0.29

Janhavi Nilekani

66,63,164

0.29

63,32,581

0.29

Kumari Shibulal

54,94,176

0.24

52,48,965

0.24

Divya Dinesh

40,00,000

0.17

38,23,342

0.18

0.01

Deeksha Dinesh

40,00,000

0.17

38,23,342

0.18

0.01

Meghana Gopalakrishnan

24,17,464

0.11

24,17,464

0.11

(ii)(b) Shareholding of Promoter group

Shareholder’s name(1)

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

% of shares pledged / encumbered to total shares

No. of shares

% of total shares of the Company

% of shares pledged / encumbered to total shares

Gaurav Manchanda

85,73,973

0.39

0.39

Milan Shibulal Manchanda

77,17,934

0.35

0.35

Bhairavi Madhusudhan

39,72,980

0.18

0.18

(1) During the year, shares were transferred by S.D. Shibulal and Shruti Shibulal to their immediate family members, Gaurav Manchanda, Milan Shibulal Manchanda and Bhairavi Madhusudhan, who were classified as promoter group.

(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

4,91,78,500

2.14

(-) Buyback

(15,00,000)

4,76,78,500

2.18

At the end of the year

4,76,78,500

2.18

Rohan Murty

At the beginning of the year

3,17,99,128

1.38

(-) Buyback

(13,92,682)

3,04,06,446

1.39

At the end of the year

3,04,06,446

1.39

S. Gopalakrishnan

At the beginning of the year

2,16,26,904

0.94

(-) Buyback

(7,00,000)

2,09,26,904

0.96

At the end of the year

2,09,26,904

0.96

Nandan M. Nilekani

At the beginning of the year

2,13,83,480

0.93

(-) Buyback

(9,91,899)

2,03,91,581

0.93

At the end of the year

2,03,91,581

0.93

Akshata Murty

At the beginning of the year

2,04,25,648

0.89

(-) Buyback

(9,47,100)

1,94,78,548

0.89

At the end of the year

1,94,78,548

0.89

Asha Dinesh

At the beginning of the year

2,01,89,928

0.88

(-) Buyback

(9,00,276)

1,92,89,652

0.88

At the end of the year

1,92,89,652

0.88

Sudha N. Murty

At the beginning of the year

1,80,58,640

0.79

(-) Buyback

(7,83,327)

1,72,75,313

0.79

At the end of the year

1,72,75,313

0.79

Rohini Nilekani

At the beginning of the year

1,80,04,696

0.78

(-) Buyback

(8,37,150)

1,71,67,546

0.79

At the end of the year

1,71,67,546

0.79

Dinesh Krishnaswamy

At the beginning of the year

1,69,86,148

0.74

(-) Buyback

(7,46,353)

1,62,39,795

0.74

At the end of the year

1,62,39,795

0.74

Shreyas Shibulal

At the beginning of the year

1,46,79,855

0.64

(-) Buyback

(6,55,180)

1,40,24,675

0.64

At the end of the year

1,40,24,675

0.64

Shruti Shibulal

At the beginning of the year

1,36,87,696

0.60

(-) Internal promoter group transfer

(1,23,18,927)

13,68,769

0.06

(-) Buyback

0

13,68,769

0.06

At the end of the year

13,68,769

0.06

S.D. Shibulal

At the beginning of the year

88,28,844

0.38

(-) Internal promoter group transfer

(79,45,960)

8,82,884

0.04

(-) Buyback

0

8,82,884

0.04

At the end of the year

8,82,884

0.04

N.R. Narayana Murthy

At the beginning of the year

87,18,688

0.38

(-) Buyback

(3,95,869)

83,22,819

0.38

At the end of the year

83,22,819

0.38

Nihar Nilekani

At the beginning of the year

66,63,240

0.29

(-) Buyback

(3,24,364)

63,38,876

0.29

At the end of the year

63,38,876

0.29

Janhavi Nilekani

At the beginning of the year

66,63,164

0.29

(-) Buyback

(3,30,583)

63,32,581

0.29

At the end of the year

63,32,581

0.29

Kumari Shibulal

At the beginning of the year

54,94,176

0.24

(-) Buyback

(2,45,211)

52,48,965

0.24

At the end of the year

52,48,965

0.24

Divya Dinesh

At the beginning of the year

40,00,000

0.17

(-) Buyback

(176658)

38,23,342

0.18

At the end of the year

38,23,342

0.18

Deeksha Dinesh

At the beginning of the year

40,00,000

0.17

(-) Buyback

(1,76,658)

38,23,342

0.18

At the end of the year

38,23,342

0.18

Meghana Gopalakrishnan

At the beginning of the year

24,17,464

0.11

(-) Buyback

24,17,464

0.11

At the end of the year

24,17,464

0.11

(1) Percentage calculated on the paid-up share capital (229,69,44,664 shares) as at the beginning of the year

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

(iv) Change in promoter groups’ shareholding

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

No. of shares

% of total shares of the Company(2)

Gaurav Manchanda

At the beginning of the year

(+) Internal promoter group transfer

85,73,973

0.39

85,73,973

0.39

(-) Buyback

85,73,973

0.39

At the end of the year

85,73,973

0.39

Milan Shibulal Manchanda

At the beginning of the year

(+) Internal promoter group transfer

77,17,934

0.35

77,17,934

0.35

(-) Buyback

77,17,934

0.35

At the end of the year

77,17,934

0.35

Bhairavi Madhusudhan

At the beginning of the year

(+) Internal promoter group transfer

39,72,980

0.18

39,72,980

0.18

(-) Buyback

39,72,980

0.18

At the end of the year

39,72,980

0.18

(1) During the year, shares were transferred internally by S.D. Shibulal and Shruti Shibulal to Gaurav Manchanda, Milan Shibulal Manchanda, Bhairavi Madhusudhan, who were classified as promoter group.

(2) Percentage calculated on the paid-up share capital (218,41,14,257 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 (2)

Nandan M. Nilekani – Chairman

At the beginning of the year

2,13,83,480

0.93

(-) Buyback

(9,91,899)

2,03,91,581

0.93

At the end of the year

2,03,91,581

0.93

U.B. Pravin Rao – Whole-time Director(4)

At the beginning of the year

5,55,520

0.02

(-) Buyback

(25,484)

5,30,036

0.02

At the end of the year

5,30,036

0.02

Kiran Mazumdar-Shaw – Director

At the beginning of the year

800

At the end of the year

800

D.N. Prahlad – Director

At the beginning of the year

11,51,720

0.05

(-) Buyback

(55,625)

10,96,095

0.05

At the end of the year

10,96,095

0.05

M.D. Ranganath – KMP(4)

At the beginning of the year

9,256

(+) ESOPs / RSUs exercised during the year

7,662

16,918

At the end of the year

16,918

Krishnamurthy Shankar – KMP(3)

At the beginning of the year

(+) ESOPs / RSUs exercised during the year

3,012

3,012

At the end of the year

3,012

A.G.S. Manikantha – KMP(4)

At the beginning of the year

80

(+) ESOPs / RSUs exercised during the year

250

330

At the end of the year

330

Dr. Vishal Sikka – CEO & MD(4)(5)(6)

At the beginning of the year

44,886

(+) ESOPs / RSUs exercised during the year

70,772

1,15,658

(-) Sale(s) during the year

1,15,658

At the end of the year

1,15,658

R. Seshasayee – Director(6)

At the beginning of the year

248

At the end of the year

248

Mohit Joshi – KMP(3)

At the beginning of the year

(+) ESOPs / RSUs exercised during the year

13,087

13,087

(-) Sale(s) during the year

(13,087)

At the end of the year

Ravi Kumar S. – KMP(3)

At the beginning of the year

(+) ESOPs / RSUs exercised during the year

41,274

41,274

(-) Sale(s) during the year

(41,274)

At the end of the year

Rajesh K. Murthy(3)(7)

At the beginning of the year

(+) ESOPs / RSUs exercised during the year

35,475

35,475

(-) Sale(s) during the year

(35,475)

At the end of the year

(1) Percentage calculated on the paid-up share capital (229,69,44,664 shares) as at the beginning of the year

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

(3) KMP as defined under Ind AS 24, Related Party Disclosures, appointed by the Board at its meeting held on January 13, 2017

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

(5) Resigned as CEO & MD effective August 18, 2017

(6) Resigned as Director effective August 24, 2017

(7) Resigned as KMP effective January 31, 2018

The following directors did not hold any shares during fiscal 2018 :

  • Salil Parekh – CEO & MD
  • Dr. Punita Kumar-Sinha – Director
  • Ravi Venkatesan – Director
  • D. Sundaram – Director
  • Roopa Kudva – Director
  • Prof. John W. Etchemendy – Director(1)
  • Prof. Jeffrey S. Lehman – Director(1)

The following executives were named as KMP as defined under Ind AS 24, Related Party Disclosures, and did not hold any shares during fiscal 2018 :

  • Sandeep Dadlani(1)
  • Inderpreet Sawhney
  • Gopikrishnan Radhakrishnan(1)

(1) Resigned during the year

(vi) Shareholding pattern of top 10 shareholders as of March 31, 2018

(Other than directors, promoters and holders of ADRs)

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(3)

Life Insurance Corporation of India

At the beginning of the year

16,14,36,123

7.03

Purchase(s) prior to buyback

74,14,867

0.32

16,88,50,990

7.35

Sale(s) prior to buyback

(6,66,350)

(0.03)

16,81,84,640

7.32

Buyback

(72,51,074)

16,09,33,566

7.37

Purchase(s) post buyback

16,09,33,566

7.37

Sale(s) post buyback

(1,14,19,549)

(0.52)

14,95,14,017

6.85

At the end of the year

14,95,14,017

6.85

HDFC Mutual Fund

At the beginning of the year

3,82,58,488

1.67

Purchase(s) prior to buyback

2,92,80,864

1.27

6,75,39,352

2.94

Sale(s) prior to buyback

(3,88,525)

(0.02)

6,71,50,827

2.92

Buyback

(40,83,978)

6,30,66,849

2.89

Purchase(s) post buyback

6,34,232

0.03

6,37,01,081

2.92

Sale(s) post buyback

(29,68,027)

(0.14)

6,07,33,054

2.78

At the end of the year

6,07,33,054

2.78

ICICI Prudential Mutual Fund

At the beginning of the year

3,32,62,193

1.45

Purchase(s) prior to buyback

2,01,91,341

0.88

5,34,53,534

2.33

Sale(s) prior to buyback

(1,26,09,783)

(0.55)

4,08,43,751

1.78

Buyback

(31,92,504)

3,76,51,247

1.72

Purchase(s) post buyback

68,05,424

0.31

4,44,56,671

2.04

Sale(s) post buyback

(41,43,268)

(0.19)

4,03,13,403

1.85

At the end of the year

4,03,13,403

1.85

SBI Mutual Fund

At the beginning of the year

2,61,14,623

1.14

Purchase(s) prior to buyback

1,15,99,430

0.50

3,77,14,053

1.64

Sale(s) prior to buyback

(1,41,03,510)

(0.61)

2,36,10,543

1.03

Buyback

(2,54,958)

2,33,55,585

1.07

Purchase(s) post buyback

99,97,988

0.46

3,33,53,573

1.53

Sale(s) post buyback

(26,04,254)

(0.12)

3,07,49,319

1.41

At the end of the year

3,07,49,319

1.41

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

At the beginning of the year

3,00,56,272

1.31

Purchase(s) prior to buyback

30,42,354

0.13

3,30,98,626

1.44

Sale(s) prior to buyback

(2,83,198)

(0.01)

3,28,15,428

1.43

Buyback

(15,25,847)

3,12,89,581

1.43

Purchase(s) post buyback

3,05,34,927

1.40

6,18,24,508

2.83

Sale(s) post buyback

(3,20,89,348)

(1.47)

2,97,35,160

1.36

At the end of the year

2,97,35,160

1.36

ICICI Prudential Life Insurance Company Ltd

At the beginning of the year

3,08,38,562

1.34

Purchase(s) prior to buyback

65,91,696

0.29

3,74,30,258

1.63

Sale(s) prior to buyback

(52,69,465)

(0.23)

3,21,60,793

1.40

Buyback

(16,63,459)

3,04,97,334

1.40

Purchase(s) post buyback

8,67,131

0.04

3,13,64,465

1.44

Sale(s) post buyback

(31,63,847)

(0.14)

2,82,00,618

1.29

At the end of the year

2,82,00,618

1.29

Government of Singapore

At the beginning of the year

5,26,89,626

2.29

Purchase(s) prior to buyback

25,44,934

0.11

5,52,34,560

2.40

Sale(s) prior to buyback

(3,01,77,216)

(1.31)

2,50,57,344

1.09

Buyback

(25,71,944)

2,24,85,400

1.03

Purchase(s) post buyback

63,14,503

0.29

2,87,99,903

1.32

Sale(s) post buyback

(11,79,750)

(0.05)

2,76,20,153

1.26

At the end of the year

2,76,20,153

1.26

Abu Dhabi Investment Authority

At the beginning of the year

4,09,33,655

1.78

Purchase(s) prior to buyback

22,34,131

0.10

4,31,67,786

1.88

Sale(s) prior to buyback

(1,85,06,098)

(0.81)

2,46,61,688

1.07

Buyback

(18,28,937)

2,28,32,751

1.05

Purchase(s) post buyback

43,17,560

0.20

2,71,50,311

1.24

Sale(s) post buyback

(4,13,207)

(0.02)

2,67,37,104

1.22

At the end of the year

2,67,37,104

1.22

Vanguard Total International Stock Index Fund

At the beginning of the year

2,27,91,525

0.99

Purchase(s) prior to buyback

1,86,2670

0.08

2,46,54,195

1.07

Sale(s) prior to buyback

2,46,54,195

1.07

Buyback

(9,74,777)

2,36,79,418

1.08

Purchase(s) post to buyback

4,65,824

0.02

2,41,45,242

1.11

Sale(s) post buyback

2,41,45,242

1.11

At the end of the year

2,41,45,242

1.11

UTI Mutual Fund

At the beginning of the year

1,90,93,802

0.83

Purchase(s) prior to buyback

38,26,156

0.17

2,29,19,958

1.00

Sale(s) prior to buyback

(27,95,464)

(0.12)

2,01,24,494

0.88

Buyback

(9,23,550)

1,92,00,944

0.88

Purchase(s) post buyback

19,82,675

0.09

2,11,83,619

0.97

Sale(s) post buyback

(8,34,696)

(0.04)

2,03,48,923

0.93

At the end of the year

2,03,48,923

0.93

Notes :The date-wise increase / decrease in shareholding of the top 10 shareholders is available on our website, www.infosys.com.

(1) Based on PAN

(2) Percentage calculated on the paid-up share capital (229,69,44,664 shares) as at the beginning of the year

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

V. Indebtedness

The Company has not availed any loan during the year and is a debt-free Company.

VI.(a) Remuneration of Managing Director (MD), whole-time directors (WTD) and / or manager

in crore

Particulars of remuneration

Name of MD / WTD / Manager

Total amount

Salil Parekh(1)

Dr. Vishal Sikka(4)

U.B. Pravin Rao(7)

Gross salary

Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

3.89

(5) 5.96

8.04

17.89

Value of perquisites u/s 17(2) Income-tax Act, 1961

Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

Stock option(2)

(3)

(6) 6.78

(8)

6.78

Sweat equity

Commission as % of profit

Others(9)

0.09

0.18

0.18

0.45

Total

3.98

12.92

8.22

25.12

Ceiling as per the Act

2,291

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

(1) Appointed as Chief Executive Officer and Managing Director effective January 2, 2018. The appointment is for a term of five years effective January 2, 2018 to January 1, 2023 and the remuneration is approved by shareholders vide a postal ballot concluded on February 20, 2018.

(2) In accordance with the definition of perquisites under the Income-tax Act, 1961, the remuneration includes the value of stock incentives only on those shares that have been exercised during the period. Accordingly, the value of stock incentives granted during the period is not included. The number of stock incentives granted in fiscal 2018 is mentioned in the notes below.

(3) Pursuant to the approval of the shareholders through a postal ballot on February 20, 2018, Salil Parekh is eligible to receive the following under the 2015 Plan,

a) an annual grant of RSUs of fair value 3.25 crore, which will vest over time in three equal annual installments upon completion of each year
of service from the respective grant date

b) a one-time grant of RSUs of fair value 9.75 crore, which will vest over time in two equal annual installments upon completion of each year
of service from the grant date, and

c) an annual grant of performance-based RSUs of fair value 13 crore, which will vest after completion of three years, the first of which

concludes on March 31, 2021, subject to the achievement of performance targets set by the Board or its committee.

The Board, based on the recommendations of the nomination and remuneration committee, approved on February 27, 2018, the annual time-
based grant for fiscal 2018 of 28,256 RSUs and a one-time, time-based grant of 84,768 RSUs. The grants were made effective February 27, 2018.

(4) Resigned as Chief Executive Officer and Managing Director effective August 18, 2017 and as Director effective August 24, 2017.

(5) Includes US$ 0.25 million (approximately 1.60 crore) and US$ 0.21 million (approximately 1.34 crore) as part of 90 days base pay in lieu of notice and variable pay, respectively, for fiscal 2018 on account of resignation.

(6) Perquisite value of stock incentives on account of exercise of 70,772 RSUs. Consequent to his resignation from the Company on August 24, 2017, the unvested stock incentives (time-based and performance-based awards) granted to him were forfeited.

(7) Appointed as Interim Chief Executive Officer and Managing Director effective August 18, 2017. Subsequently, on January 2, 2018, re-designated as Chief Operating Officer and Whole-time Director. The salary remains unchanged on the appointment and redesignation.

(8) On March 31, 2017, the shareholders vide a postal ballot approved a revision in the salary of U.B. Pravin Rao, COO and Whole-time Director, effective November 1, 2016. Based on fiscal 2016 performance, the nomination and remuneration committee, at its meeting held on October 14, 2016, recommended a grant of 27,250 RSUs and 43,000 ESOPs, amounting to 4 crore to U.B. Pravin Rao, under the 2015 Plan and the same was approved by the shareholders through a postal ballot on March 31, 2017. These RSUs and ESOPs were granted effective May 2, 2017.

(9) Includes retirals

VI.(b) Remuneration to key managerial personnel other than MD / Manager / WTD

in crore

Particulars of remuneration

Key managerial personnel

Others(1)

Total

CFO

Company Secretary

Gross salary

Salary as per provisions contained in Section 17(1)
of the Income-tax Act, 1961

7.03

0.55

30.79

38.37

Value of perquisites u/s 17(2) Income-tax Act, 1961

Profits in lieu of salary under Section 17(3)
of the Income-tax Act, 1961

Stock options(2)(3)

0.71

0.02

5.60

6.33

Sweat equity

Commission as % of profit

Others(4)

0.24

0.03

3.58

3.85

Total

7.98

0.60

39.97

48.55

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

(1) The following executives were named as KMP as defined under Ind AS 24, Related Party Disclosures. Hence, the remuneration for these KMP for fiscal 2018 has been collectively disclosed under others. The remuneration included in the above table is for the complete fiscal 2018, except where specifically stated otherwise. For details of remuneration on an individual basis, refer to Annexure 3 of the Board’s report included in this Annual Report.

  • Ravi Kumar S.
  • Gopi Krishnan Radhakrishnan(c)
  • Sandeep Dadlani(a)
  • Rajesh K. Murthy(d)
  • Mohit Joshi
  • Krishnamurthy Shankar
  • Inderpreet Sawhney(b)

(a) Resigned effective July 14, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to July 14, 2017.

(b) Appointed as Group General Counsel and Chief Compliance Officer effective July 3, 2017 and was named as KMP under Ind AS 24, Related Party Disclosures effective July 14, 2017.

(c) Appointed as Acting General Counsel effective January 1, 2017 and resigned effective June 24, 2017; hence, remuneration for fiscal 2018 is from April 1, 2017 to June 24, 2017.

(d) Resigned effective January 31, 2018; hence, remuneration for fiscal 2018 is from April 1, 2017 to January 31, 2018.

(2) In accordance with the definition of perquisites under the Income-tax Act, 1961, the remuneration includes the value of stock incentives only on those shares that have been exercised during the period. Accordingly, the value of stock incentives granted during the period is not included. The number of stock incentives granted in fiscal 2018 is mentioned in the notes below.

(3) During fiscal 2018, 2,73,100 RSUs and 44,450 stock options were granted under the 2015 Plan, to KMP, excluding CEO and COO.

(4) Includes retirals

VI.(c) Remuneration to other directors

in crore

Particulars of remuneration

Name of director

Total amount

Kiran Mazumdar-Shaw

Ravi Venkatesan

Roopa Kudva

Dr. Punita Kumar-Sinha

D.N. Prahlad

D. Sundaram (1)

R. Seshasayee (2)

Prof. Jeffrey S. Lehman (2)

Prof. John W.

Etchemendy (2)

Independent directors

Fee for attending Board / committee meetings

Commission

1.00

1.43

0.97

1.33

0.95

0.70

0.84

0.89

0.60

8.71

Others, please specify

Total (1)

1.00

1.43

0.97

1.33

0.95

0.70

0.84

0.89

0.60

8.71

Other non-executive directors

Fee for attending Board / committee meetings

Commission

Others, please specify

Total (2)

Total (1+2)

1.00

1.43

0.97

1.33

0.95

0.70

0.84

0.89

0.60

8.71

Total managerial remuneration

1.00

1.43

0.97

1.33

0.95

0.70

0.84

0.89

0.60

8.71

Overall ceiling as per the Act

208

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

Additionally, independent directors are also reimbursed for expenses incurred in performance of official duties.

(1) For the period, July 14, 2017 to March 31, 2018

(2) For the period April 1, 2017 to August 24, 2017

Penalties / Punishment / Compounding of offences

The Company, its directors or other officers were not subject to penalties / punishment / compounding of offences during fiscal 2018.

Annexure 7 – Annual report on CSR activities

[Pursuant to Section 135 of the Companies Act, 2013]

Corporate Social Responsibility (CSR) is a large part of our overall sustainability policy, encompassing social, economic and environmental actions. Along with philanthropy, we help build institutions, and use technology to safeguard natural resources against climate change risks.

Infosys Foundation (‘the Foundation’), our CSR trust, was established in 1996 with a vision to boosting our CSR initiatives. This was long before the Companies Act, 2013 mandated that a company should function through a registered trust or society for any CSR activities to be undertaken by it. The Foundation publishes a report of its yearly activities, which along with other details of the Foundation’s activities, is available on https://www.infosys.com/infosys-foundation.

CSR committee

The CSR committee of the Board is responsible for overseeing the execution of the Company’s CSR policy. The CSR committee comprises three independent directors and the COO and Whole-time Director. The members of the CSR committee are :

  • Kiran Mazumdar-Shaw, Chairperson
  • U.B. Pravin Rao
  • Roopa Kudva
  • Dr. Punita Kumar-Sinha

    Our objectives

Our broad objectives, as stated in our CSR policy, include :

  • Making a positive impact on society through economic development and reduction of our resource footprint.
  • Taking responsibility for the actions of the Company while also encouraging a positive impact through supporting causes concerning the environment, communities and our stakeholders.

For more details on our CSR policy, visit https://www.infosys.com/investors/corporate-governance/Documents/corporate-social-responsibility-policy.pdf.

Focus areas

The Foundation’s focus areas are :

  • Healthcare
  • Destitute care
  • Eradication of hunger and promotion of education
  • Rural development, rehabilitation and disaster relief
  • Art and culture
  • Environmental sustainability

Financial details

Section 135 of the Companies Act, 2013 and Rules made under it prescribe that every company having a net worth of 500 crore or more, or turnover of 1,000 crore or more, or a net profit of 5 crore or more during any financial year shall ensure that it spends, in every financial year, at least 2% of the average net profits made during the three immediately preceding financial years, in pursuance of its CSR Policy. The provisions pertaining to CSR as prescribed under the Companies Act, 2013 are applicable to Infosys Limited.

The financial details as sought by the Companies Act, 2013 for fiscal 2018 are as follows :

in crore

Particulars

Amount

Average net profit of the Company for the last three financial years

15,513

Prescribed CSR expenditure (2% of the average net profit as computed above)

Total amount to be spent for the financial year

310.25

Amount spent

312.60

Amount unspent

The Infosys Foundation primarily works with non-governmental organizations as the nodal agency for implementing projects. The major projects and heads under which the outlay amount was spent in fiscal 2018 are as follows :

in crore

Theme-based CSR project / activity / beneficiary

Location of the
project / program

Amount outlay (budget)

Amount spent on the projects or programs in fiscal 2018

Cumulative expenditure up to the reporting period

(i) Expenditure on projects / programs through Infosys Foundation

Rural development

Road construction

Mudipu

17.81

13.70

17.81

Visakha Jilla Nava Nirmana Samithi

Narsipatnam

4.25

4.25

4.25

Re-construction of government schools

Mulbagal

4.09

4.09

4.09

Swachh Bharat

Hyderabad, Bengaluru

5.71

5.71

5.71

Re-construction of school

Honnavar

1.90

1.90

1.90

Sahakara Mitra Samstha

Chittoor

1.70

1.70

1.70

Seva Bharati Purbanchal

Guwahati

1.50

1.50

1.50

Yojak Centre For Research and Strategic Planning For Sustainable Development

Pune

1.24

1.24

1.24

Binkadakatti Zoo

Gadag

1.04

1.04

1.04

Rehabilitation for homeless and orphans

Indian Red Cross Society

Chandigarh

19.06

14.04

19.06

Dharmashala – Kidwai

Bengaluru

17.94

4.28

4.28

Gulbarga Dharmashala – Kidwai

Kalaburagi

1.74

1.74

1.74

Kidwai Memorial Institute of Oncology

Bengaluru

1.00

1.00

1.00

Promoting education, enhancing vocational skills

International Institute of Information Technology (IIIT), Bengaluru

Bengaluru

4.00

4.00

4.00

The Kailash Satyarthi Children’s Foundation

Delhi

1.10

1.10

1.10

Shishu Shiksha Samiti

Guwahati

1.00

1.00

1.00

Eradicating hunger, poverty and sanitation programs

The Akshaya Patra Foundation

Hyderabad

8.00

8.00

8.00

Promoting healthcare including preventive healthcare

Kidwai Memorial Institute of Oncology

Bengaluru

1.47

1.47

1.47

Capital Hospital

Bhubaneswar

1.43

1.43

1.43

Protection of national heritage, restoration of historical sites, promotion of art and culture

Vasantha Vallabha Trust

Bengaluru

1.94

1.94

1.94

Bharata Ilango Foundation

Chennai

1.00

1.00

1.00

Raja Dinkar Kelkar Museum

Pune

1.00

1.00

1.00

Others

Various locations

21.55

21.55

21.55

(ii) Expenditure on projects / programs by Infosys Limited

Environmental sustainability and ecological balance

Renewable energy – Solar projects(1)

Manikonda, Chengalpet

10.86

7.17

7.17

Renewable energy – Solar project (1)

Sira

138.11

97.00

138.11

Renewable energy – Solar project (Support infrastructure including inverters, trackers, transformers and others)(1)

Sira

92.69

66.48

74.99

Rejuvenation of lake

Hebbal, Mysuru

50.00

22.46

22.46

Biomass cook stove project

Ganjam, Udaipur, Satara

26.07

6.69

18.81

Biogas project

Ramanagara

25.12

3.86

5.44

Global Himalayan Expedition

Ladakh

2.58

2.58

2.58

(iii) Overhead

Administrative expenses

Bengaluru

7.68

7.68

7.68

Total

474.58

312.60

385.05

Notes : A few of the projects undertaken in the table above are multi-year projects.

(1) Spent towards construction / acquisition of assets

Our CSR responsibilities

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR committee monitors the implementation of the projects and activities in compliance with our CSR objectives.

Bengaluru
April 13, 2018

Kiran Mazumdar-Shaw

Chairperson, CSR Committee

Salil Parekh

Chief Executive Officer and
Managing Director

Annexure 8 – Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

[Particulars pursuant to the Companies (Accounts) Rules, 2014]

Conservation of resources

We continued our efforts on smart building automation, highly-efficient designs, deep green retrofits and renewable energy, which have helped us conserve resources, while efficient waste management has minimized waste to landfills.

Renewable energy : During the year, we augmented the capacity of our solar installations. Currently, we have a total installed capacity of around 46.2 MW across our campuses, including on-the-roof and ground-mount solar installations. The total percentage of renewables in electricity consumption is around 43% for fiscal 2018. We also achieved around 3% reduction in per capita electricity consumption.

Green buildings : With LEED new construction, GRIHA and existing building certifications, we now have 11.7 million sq. ft. of highest rated green buildings across campuses. In fiscal 2018, two of our buildings – Software Development Building (SDB) 1 in Jaipur, and SDB A/B in Bhubaneswar – were awarded the US Green Building Council LEED Platinum rating and the LEED India Platinum rating respectively. We now have 19 LEED Platinum-rated buildings and four GRIHA 5-star rated buildings.

Retrofits : The deep green retrofits in air conditioning, UPS systems, lighting and other systems have helped us reduce 32 MW in connected load in the last seven years. This initiative helped us investigate and address new opportunities like indoor air quality and thermal comfort in our infrastructure.

Carbon neutrality : In line with our commitment to becoming carbon-neutral and focusing on social development alongside carbon emission reduction, we have implemented six community-based carbon offset projects. As of fiscal 2018, our project portfolio includes a household biogas project, four high-efficiency biomass cook stove projects and one rural electrification project. During fiscal 2018, we carried out a third-party verification of the carbon offset generated by these projects since the beginning of their implementation. The third-party verifications were carried out by UN-approved verifying agencies. The current portfolio of offset projects has generated about 1,53,309 tCO2e as of March 31, 2018. At the same time, our projects have positively impacted the lives of over 1,00,000 families (5,00,000 individuals) across five states in India.

Water management : During the year, we achieved a per capita reduction in the consumption of fresh water of around 19% using efficient fixtures, wastewater treatment technologies, reuse of treated wastewater, rainwater harvesting and smart meters that help us monitor our consumption in real time to eliminate water wastage.

Waste management : We strive to reuse, recycle and responsibly dispose of waste. Our nine biogas plants and eight composting plants have a cumulative capacity to treat 4.1 million kg of waste per annum. To treat sewage sludge from wastewater treatment plants, we collaborated with Leibniz University, Germany and implemented a first-of-its-kind, fully-automated and solar heat-assisted greenhouse dryer in India with a cumulative treating capacity of 1.2 million kg of sludge annually. Mysuru and Bengaluru were the first campuses to have such plants – of 3.5 TPD and 1 TPD respectively. This technology is labor-independent and derives more than 90% of its drying energy requirement from the sun.

Biodiversity : We strive to conserve and promote biodiversity at all our owned facilities. We planted over 28,000 saplings this year.

Health, safety and environment

We have integrated climate change actions into our Company strategy. Our Health, Safety and Environmental Management System (HSEMS), called Ozone, seeks to provide a safe and healthy workplace to our employees, visitors and contract workers and achieve high standards of environmental protection. It also strives to keep interested parties well-informed, trained and committed to our HSE process. We are certified to ISO14001:2015 and OHSAS 18001:2007 at most of our campuses in India.

Technology absorption

Smart IT at Infosys : InfosysIT undertook a program – ‘Windmill of InfosysIT’ – encompassing revenue enablement, innovation, and cost optimization as strategic pillars, to empower more than 2,00,000 employees around the world. We aspire to provide ‘consumer-grade application experience with industry-grade security’ to our employees.

We have adopted intelligent systems as a focus area to make our IT more predictive, proactive and real-time, and to enhance user experience. To provide meaningful insights to our business functions, we are implementing What-If analysis, decision models and visualization techniques that help in discovery, interpretation and communication of relevant data to appropriate stakeholders. Our services and applications are being enabled to perform periodic health checks leveraging machine learning algorithms to implement preventive and self-healing capabilities.

InfosysIT Enterprise Mobile App was launched for Android and iOS users. The app enables frequently-used transactions on the go and is presently being used by more than 30,000 users, within just three months of rollout.

Infosys Nia®, our knowledge-based AI platform, has been implemented to bring in self-healing capabilities in our applications. A distributed storage system using commodity hardware with self-healing capability has been deployed.

To enhance employee safety, we have rolled out an Emergency Mobile App for employees and a Building Occupancy Dashboard for the HR and Security teams. These IT solutions help the organization with a near-real-time view of an employee’s location for prompt response to emergency alerts.

We have implemented advanced security controls and threat analytics to protect Infosys assets from cyber threats and insider attacks.

Under the automation initiative, 16% of service requests raised with the IT support team were serviced without manual intervention. We deployed 50+ Ansible playbooks to automate end-to-end platform provisioning and enabled self-service access for the application delivery team for deployments. Platform as a Service (PaaS), based on Openstack, has been deployed to reduce provisioning time and on the fly scale-out of resources. Software Defined Networking solution has been implemented to achieve integration with the cloud management platform for network configuration automation and provides granular network security with micro-segmentation.

Energy-efficient IT infrastructure

We have adopted a multi-pronged strategy to make our IT infrastructure energy-efficient and green. Some of the measures implemented are :

Public cloud adoption : Cloud computing is a model for enabling convenient, on-demand network access to a shared pool of configurable computing resources. Currently, 53% of our internal compute workload has been migrated to public cloud. Also, 1,30,000 mailboxes have been migrated to Exchange Online.

Server Virtualization : Virtualization was leveraged across the stack to solve business challenges of scale on demand, availability, time to provision, reliability, performance, disaster recovery, manageability, compliance, with benefits of greener and cleaner environment and lower total cost of ownership for the organization. Around 95% of our servers used for enterprise applications have been virtualized.

Server power management : Our automated power management tool continuously monitors the workload on each virtual machine (VM) on premises and on public cloud, and manages the shutdown based on threshold. This has yielded power savings of around 25% per VM. Terminator is an in-house application that ensures shutdown of desktops after business hours if the user has left for the day without shutting down their desktop. Terminator has resulted in 20% electricity savings across locations.

Research and development (R&D) expenditure

On a standalone basis, the total R&D expenditure for fiscals 2018 and 2017 is as follows :

in crore

Standalone

2018

2017

Revenue expenditure

374

351

Capital expenditure

Total

374

351

R&D expenditure / revenue (%)

0.6

0.6

Future plan of action

We will continue to collaborate with leading national and international universities, product vendors and technology startup companies. We are creating an ecosystem to co-create business solutions on client-specific business themes.

Foreign exchange earnings and outgo

We have established a substantial direct marketing network around the world, including North America, Europe and Asia Pacific. These offices are staffed with sales and marketing specialists who sell our services to large international clients.

Activity in foreign currency – standalone

in crore

2018

2017

Earnings

60,329

57,734

Expenditure

31,358

29,088

Net foreign exchange earnings (NFE)

28,971

28,646

NFE / earnings (%)

48.0%

49.6%

for and on behalf of the Board of Directors

Bengaluru
April 13, 2018

Nandan M. Nilekani

Chairman

Salil Parekh

Chief Executive Officer and Managing Director

Annexure 9 – Corporate policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website, at https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx/. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements. During the year, the Board revised and adopted some of its policies.

Key policies that have been adopted are as follows :

Name of the policy

Brief description

Web link

Summary of key changes

Whistleblower Policy (Policy on vigil mechanism)

The Company has adopted a whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct and ethics. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/whistleblower-policy.pdf

There has been no change to the policy during fiscal 2018.

Code of Conduct and Ethics

The Company has adopted the Code of Conduct and Ethics which forms the foundation of its ethics and compliance program. The policy was revised and adopted on October 24, 2017 and January 12, 2018.

https://www.infosys.com/investors/corporate-governance/Documents/CodeofConduct.pdf

The Code of Conduct and Ethics was amended to incorporate the new CEO and Managing Director’s message to the Company’s stakeholders.

Dividend Distribution Policy

The Company adopted the Dividend Distribution
Policy on April 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/dividend-distribution.pdf

There has been no change to the policy during fiscal 2018.

Insider Trading Policy

The policy provides the framework in dealing with securities of the Company. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/insider-trading-policy.pdf

There has been no change to the policy during fiscal 2018.

Corporate Policy Statement on Investor Relations

The policy is aimed at providing clear guidelines and procedures for disclosing material information outside the Company in order to provide accurate and timely communications to our shareholders and the financial markets. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/corporate-policy-statement-investor-relations.pdf

There has been no change to the policy during fiscal 2018.

Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting Infosys and its subsidiaries. This policy is in addition to the Corporate Policy Statement on Investor Relations, which deals with the dissemination of unpublished, price-sensitive information. The policy was revised and adopted on January 13, 2017.

https://www.infosys.com/investors/corporate-governance/Documents/policy-determining-materiality-disclosures.pdf

There has been no change to the policy during fiscal 2018.

Recoupment Policy

The policy deals with the provisions if the Company restates its financial statements. It allows the Company to recover any incentive-based compensation received by an executive officer that is in excess of what would have been payable based on the restated and corrected financial statements. The policy was adopted effective January 14, 2016.

https://www.infosys.com/investors/corporate-governance/Documents/recoupment-policy.pdf

There has been no change to the policy during fiscal 2018.

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees. The policy was adopted effective March 25, 2015.

https://www.infosys.com/investors/corporate-governance/Documents/nomination-remuneration-policy.pdf

There has been no change to the policy during fiscal 2018.

Corporate Social Responsibility Policy

The policy outlines the Company’s strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, healthcare, environment and lowering its resource footprint. The policy was adopted effective April 1, 2014.

https://www.infosys.com/investors/corporate-governance/Documents/corporate-social-responsibility-policy.pdf

There has been no change to the policy during fiscal 2018.

Policy on Material Subsidiaries

The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. The policy was adopted effective March 31, 2015.

https://www.infosys.com/investors/corporate-governance/Documents/material-subsidiaries-policy.pdf

There has been no change to the policy during fiscal 2018.

Related Party
Transaction Policy

The policy regulates all transactions between the Company and its related parties. The policy was adopted effective March 31, 2015.

https://www.infosys.com/investors/corporate-governance/Documents/related-party-transaction-policy.pdf

There has been no change to the policy during fiscal 2018.

Document Retention and Archival Policy

The policy deals with the retention and archival of corporate records of Infosys Limited and all its subsidiaries. The policy was adopted effective December 1, 2015.

https://www.infosys.com/investors/corporate-governance/Documents/document-retention-archival-policy.pdf

There has been no change to the policy during fiscal 2018.