Shareholder information

Corporate

Infosys was incorporated in Pune, in 1981, as Infosys Consultants Private Limited, a private limited company under the Companies Act, 1956. In 1983, the corporate headquarters were relocated to Bengaluru. The name of the Company was changed to Infosys Technologies Private Limited in April 1992 and to Infosys Technologies Limited in June 1992, when the Company became a public limited company. We made an initial public offering in February 1993 and were listed on stock exchanges in India in June 1993. Trading opened at 145 per share, compared to the IPO price of 95 per share. In October 1994, we made a private placement of 5,50,000 shares at 450 each to Foreign Institutional Investors (FIIs), Financial Institutions (FIs) and body corporates.

In March 1999, we issued 20,70,000 American Depositary Shares (ADSs) (equivalent to 10,35,000 equity shares of par value 10 each) at US$ 34 per ADS under the ADS Program, and these ADSs were listed on the NASDAQ National Market.

The above data is unadjusted for stock split and bonus shares. In July 2003, June 2005 and November 2006, we issued secondary-sponsored American Depositary Receipts (ADRs) of US$ 294 million, US$ 1.1 billion and US$ 1.6 billion respectively.

During fiscal 2012, the name of the Company was changed from Infosys Technologies Limited to Infosys Limited to mark the transition from being a technology services provider to a business transformation partner to our clients.

During fiscal 2013, we delisted our ADSs from NASDAQ, and listed them in the New York Stock Exchange (NYSE), Euronext London and Euronext Paris. In March 2018, the Company announced its intention to voluntarily delist its ADSs (ISIN US4567881085) from the Euronext Paris and Euronext London exchanges. The primary reason for seeking the proposed delisting is the low average daily trading volume of Infosys ADSs on these exchanges, which is not commensurate with the related administrative requirements. During the five-year period of the Company’s listing on Euronext Paris and Euronext London, the average daily trading volume of the Company’s ADSs was significantly lower than its average daily trading volume on the NYSE. The proposed delisting is subject to approval from Euronext Paris S.A. and Euronext London Limited. There will be no change in the Infosys share / ADS count, capital structure and float as a result of the proposed delisting from the above exchanges. Infosys ADSs will continue to be listed on the NYSE under the symbol ‘INFY’ and investors can continue to trade their ADSs on the NYSE as before.

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

Bonus issues and stock split

Fiscal

1986

1989

1991

1992

1994

1997

1999

2005

2007

2015

2016

Bonus

1:1

1:1

1:1

1:1

1:1

1:1

1:1

3:1

1:1

1:1

1:1

Note : In addition to issuing the above bonus shares, the Company split the stock in the ratio of 2:1 in fiscal 2000.

Financial year

The Company’s financial year begins on April 1 and ends on March 31 every year. The address of our registered office is Electronics City, Hosur Road, Bengaluru 560100, Karnataka, India.

Buyback, capital allocation policy and dividend distribution policy

Shareholders are requested to refer to ‘Share buyback’ and ‘Capital Allocation Policy’ in Board’s report in this Annual Report.

Unclaimed dividend

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), mandates that companies transfer dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below :

Year

Type of dividend

Dividend per share ()

Date of declaration

Due date for transfer

Amount () (1)

2010-11

Final

20.00

June 11, 2011

July 16, 2018

69,90,320

2011-12

Interim

15.00

October 12, 2011

November 17, 2018

69,32,520

2011-12

Final(2)

32.00

June 09, 2012

July 14, 2019

1,29,54,464

2012-13

Interim

15.00

October 12, 2012

November 17, 2019

70,49,310

2012-13

Final

27.00

June 15, 2013

July 20, 2020

1,12,29,165

2013-14

Interim

20.00

October 18, 2013

November 23, 2020

99,31,860

2013-14

Final

43.00

June 14, 2014

July 19, 2021

1,45,84,267

2014-15

Interim

30.00

October 10, 2014

November 14, 2021

1,05,50,730

2014-15

Final

29.50

June 22, 2015

July 23, 2022

1,95,18,351

2015-16

Interim

10.00

October 12, 2015

November 17, 2022

1,53,52,020

2015-16

Final

14.25

June 18, 2016

July 17, 2023

2,22,47,300

2016-17

Interim

11.00

October 14, 2016

November 19, 2023

2,01,07,956

2016-17

Final

14.75

June 24, 2017

July 25 , 2024

3,06,09,938

2017-18

Interim

13.00

October 24, 2017

November 24, 2024

3,36,36,630

(1) Amount unclaimed as on March 31, 2018

(2) Includes special dividend of 10 per share on the successful completion of 10 years of Infosys BPO operations

The Company sends periodic intimation to the shareholders concerned, advising them to lodge their claims with respect to unclaimed dividends. Shareholders may note that both the unclaimed dividend and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if any, can be claimed back from IEPF following the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.

Dividend remitted to IEPF during the last three years

Fiscal

Type of dividend

Dividend declared on

Date of transfer to IEPF

Amount transferred to IEPF ()

2017-18

Interim 2010-11

October 15, 2010

November 20, 2017

1,45,91,560

2017-18

Final 2009-10

June 12, 2010

July 17, 2017

58,56,210

2016-17

Interim 2009-10

October 09, 2009

November 12, 2016

53,48,610

2016-17

Final 2008-09

June 20, 2009

July 25, 2016

15,69,766

2015-16

Interim 2008-09

October 11, 2008

November 9, 2015

17,29,130

2015-16

Final 2007-08

June 14, 2008

July 10, 2015

23,69,407

Shares transferred to IEPF

During the year, the Company transferred 72,759 shares on November 30, 2017 and 32,475 shares on March 9, 2018 to IEPF. The shares transferred were on account of dividends unclaimed for seven consecutive years.

Investor services

Tentative calendar

Quarter ending

Earnings release

Trading window closure

Jun 30, 2018

Jul 13, 2018

Jun 16, 2018 to Jul 17, 2018

Sep 30, 2018

Oct 16, 2018

Sep 16, 2018 to Oct 18, 2018

Dec 31, 2018

Jan 11, 2019

Dec 16, 2018 to Jan 15 , 2019

Mar 31, 2019

Apr 12, 2019

Mar 16, 2019 to Apr 16, 2019

Annual General Meeting

Date and time

June 23, 2018, Saturday, 3 p.m. IST

Venue

Christ University Auditorium, Hosur Road, Bengaluru 560 029

Webcast and Transcripts

www.infosys.com

E-voting dates

June 18, 2018 to June 22, 2018

Book closure date

June 16, 2018

Dividend payment date

June 26, 2018

Dematerialization of shares and liquidity

Infosys shares are tradable in the electronic form only. We have established connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through Karvy Computershare Private Limited, our registrars and share transfer agents. The International Securities Identification Number (ISIN) allotted to our shares under the Depository System is INE009A01021.

As on March 31, 2018, 99.82% of our shares were held in dematerialized form and the rest in physical form.

We were the first company in India to pay a one-time custodial fee of 44.43 lakh to NSDL. Consequently, our shareholders do not have to pay depository participants the custodial fee charged by NSDL on their holding.

Shares held in demat and physical mode as on March 31, 2018 are as follows :

Category

Number of

% to total equity

cases(1)

shares

Demat mode

7,78,721

218,01,57,710

99.82

Physical mode

397

39,56,547

0.18

Grand total

7,79,118

218,41,14,257

100

(1) The total number of cases will not tally with the number of shareholders, since shareholders can have multiple demat accounts with the same PAN.

We request shareholders whose shares are in the physical mode to dematerialize their shares and update their bank accounts with the respective depository participants to enable us to provide better service.

Investor awareness

We have provided a synopsis of the rights and responsibilities of shareholders on our website, https://www.infosys.com/investors/shareholder-services/pages/faqs.aspx. We encourage you to read the details provided and seek answers to questions that you may have regarding your rights as a shareholder.

The Company is committed towards promoting effective and open communication with all the stakeholders, ensuring consistency and clarity of disclosure at all times. We aim to communicate with investors throughout the year by providing frequent interaction through a variety of forums including meetings, earning calls, investor conferences and management presentations. We strive to be accessible to both institutional and other investors, and proactively encourage all shareholders to participate at Annual General Meeting (AGM). Every quarter, the Company holds results briefings for investors. The Company also participates in investor conferences held both in India and overseas, in an ongoing effort to communicate directly with investors.

In order to educate the shareholders and with an intent to protect their rights, the Company also sends persistent reminders to the shareholders to claim the unclaimed dividend / shares before it is transferred to Investor Education and Protection Fund.

During the year, the Company engaged a third-party consultant to gather investor feedback towards the Company’s objectives of enhancing its corporate governance standards.

Secretarial audit

Pursuant to Section 204 of the Companies Act, 2013 and rules thereunder, the Board of Directors of the Company appointed Parameshwar G. Hegde, Practicing Company Secretary, to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report confirms that the Company has complied with all applicable provisions of the Companies Act, 2013, Depositories Act, 1996, and all the Regulations and Guidelines of the Securities and Exchange Board of India (SEBI), as applicable to the Company. The audit also covers the reconciliation on a quarterly basis, the total admitted capital with NSDL and CDSL, and the total issued and listed capital. The audit has confirmed that the total issued / paid-up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. Further, the Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Investor complaints

Nature of complaints

Received

Attended

2018

2017

2018

2017

Dividend / Annual Report related

1,286

576

1,286

576

Buyback queries

12,349

NA

12,349

NA

We attended to most of the investors’ grievances and postal / electronic communications within a period of 10 days from the date of receipt of such grievances. The exceptions have been for cases constrained by disputes or legal impediments.

Shareholders may note that the share transfers, dividend payments and all other investor-related activities are attended to and processed at the office of Registrar and Transfer Agents (RTA).

For lodgment of transfer deeds, or for any grievances / complaints, shareholders may contact the RTA, Karvy Computershare Private Limited. For any escalations, the shareholders may write to the Company at investors@infosys.com. The contact details of RTA and the Company are available in ‘Investor contacts’ of this section.

Legal proceedings

There are certain pending cases related to disputes over title to shares in which we had been made a party. However, these cases are not material in nature.

Share transfers in physical form

Shares sent for physical transfer are effected after giving a 15-day notice to the seller for confirmation of the sale. The total number of shares transferred in physical form during the year was 51,432 as against nil in the previous year.

Paid-up capital

Shareholding pattern

During the year, the total shareholding of the organization changed due to ESOP allotment and buyback of shares. The total shareholding as on March 31, 2018 is 218,41,14,257.

Movement in shareholding during fiscal 2018 :

Date

Transaction details

Allotment

Extinguishment

No. of equity shares

Apr 1, 2017

Opening balance

229,69,44,664

Aug 14, 2017

ESOP allotment

22,308

229,69,66,972

Aug 18, 2017

ESOP allotment

1,294

229,69,68,266

Sep 18, 2017

ESOP allotment

3,562

229,69,71,828

Sep 25, 2017

ESOP allotment

16,624

229,69,88,452

Oct 3, 2017

ESOP allotment

4,815

229,69,93,267

Dec 27, 2017

Buyback of shares

11,30,43,478

218,39,49,789

Jan 30, 2018

ESOP allotment

1,42,309

218,40,92,098

Feb 14, 2018

ESOP allotment

20,963

218,41,13,061

Mar 5, 2018

ESOP allotment

1,196

218,41,14,257

The detailed report on the shareholding pattern of the Company as on March 31, 2018 is presented in MGT-9 enclosed to the Board’s report as Annexure 6.

Shareholders holding more than 1% of the shares

The details of shareholders (non-founders and non-ADR-holders) holding more than 1% of the equity as on March 31, 2018 are as follows :

Name of the shareholder

No. of shares

%

Life Insurance Corporation of India(1)

14,95,14,017

6.85

HDFC Mutual Fund(2)

6,07,33,054

2.78

ICICI Prudential Mutual Fund(2)

4,03,13,403

1.85

SBI Mutual Fund(2)

3,07,49,319

1.41

Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Fund(3)

2,97,35,160

1.36

ICICI Prudential Life Insurance Company Ltd(1)

2,82,00,618

1.29

Government of Singapore(3)

2,76,20,153

1.26

Abu Dhabi Investment Authority(3)

2,67,37,104

1.22

Vanguard Total International Stock Index Fund(3)

2,41,45,242

1.11

(1) Insurance company

(2) Indian mutual fund

(3) Foreign portfolio investor / Foreign institutional investors


Distribution of shareholding as on March 31, 2018

No. of shares held

No. of holders

% to holders

No. of shares

% to equity

1

18,749

2.49

18,749

0.00

2-10

1,69,285

22.48

11,34,090

0.05

11-50

3,06,125

40.65

87,59,100

0.40

51-100

1,21,143

16.09

95,42,967

0.44

101-200

59,354

7.88

89,19,740

0.41

201-500

44,082

5.85

1,44,00,317

0.66

501-1,000

15,121

2.01

1,09,94,683

0.50

1,001-5,000

12,929

1.72

2,81,03,994

1.29

5,001-10,000

2,118

0.28

1,53,38,702

0.70

10,001 and above

4,119

0.55

208,69,01,915

95.55

Total

7,53,025

100.00

218,41,14,257

100.00

Listing on stock exchanges

Codes

India

Global

NSE

BSE

NYSE

Euronext Paris

Exchange

INFY

500209

INFY

INFY

Reuters

INFY.NS

INFY.BO

INFY.K

INFY.PA

Bloomberg

INFO IS

INFO IB

INFY UN

INFY FP

The listing fees for fiscal 2018 have been paid for all of the above stock exchanges in India and overseas.

ISIN Code for ADS : US4567881085

Stock market data relating to shares listed in India and NYSE

Our market capitalization is included in the computation of the BSE 30 Sensitive Index (Sensex), the BSE Dollex, the S&P CNX NIFTY Index, Dow Jones Global Titans 50 and NYSE.

Stock market data – exchanges in India

The monthly high and low quotations, as well as the volume of shares traded at the BSE, the NSE, and NYSE for the current year are provided as follows :

2017-18

BSE

NSE

Volume

Months

High ()

Low ()

Volume A (No.)

High ()

Low ()

Volume B (No.)

(A+B) (No.)

April

1,031

910

49,31,308

1,032

910

7,08,07,792

7,57,39,100

May

1,000

916

63,47,010

1,000

915

6,12,93,292

6,76,40,302

June

989

921

58,61,354

989

921

7,86,67,556

8,45,28,910

July

1,021

934

67,15,573

1,029

933

8,44,83,188

9,11,98,761

August

1,029

862

2,31,80,232

1,029

860

29,11,86,932

31,43,67,164

September

926

874

62,97,736

926

874

10,62,12,215

11,25,09,951

October

957

897

61,21,593

958

897

9,18,49,551

9,79,71,144

November 

1,019

918

52,67,206

1,019

917

8,50,49,444

9,03,16,650

December

1,046

956

63,31,701

1,049

957

8,06,23,477

8,69,55,178

January

1,220

1,006

94,77,170

1,221

1,006

13,23,41,747

14,18,18,917

February

1,189

1,092

52,64,507

1,190

1,090

9,07,08,757

9,59,73,264

March

1,196

1,129

45,34,736

1,197

1,126

7,53,42,629

7,98,77,365

Total

9,03,30,126

124,85,66,580

133,88,96,706

The volume traded / average outstanding shares (%) in the last three fiscals is as follows :

Fiscal

Volume (BSE)

Volume (NSE)

Volume (BSE +NSE)

2017-18

5

66

71

2016-17

4

47

51

2015-16

3

49

52

Note : The number of shares outstanding was 180,42,08,398 as of March 31, 2018. ADSs have been excluded for the purpose of this calculation.

Stock market data – NYSE

2017-18

High ($)

Low ($)

High ()

Low ()

Volume (No.)

Months

April

15.76

14.30

1,013

919

12,30,10,759

May

15.69

14.49

1,012

934

12,89,33,891

June

15.62

14.54

1,008

939

12,84,02,545

July

15.93

14.84

1,023

953

12,17,34,551

August

16.15

13.88

1,032

887

19,89,07,968

September

15.07

14.22

984

928

10,31,80,382

October

15.09

14.16

977

917

12,24,83,331

November 

15.71

14.57

1,013

939

7,81,92,471

December

16.37

14.98

1,046

957

8,26,70,748

January

18.71

16.02

1,190

1,019

16,78,78,616

February

18.09

16.88

1,179

1,100

10,91,13,027

March

18.54

17.37

1,208

1,132

9,84,07,685

Total

146,29,15,974

Note :1 ADS = 1 equity share. The US dollar has been converted into the Indian rupee at the monthly closing rates. The number of ADSs outstanding as on March 31, 2018 was 37,99,05,859. The percentage of volume traded for the year at NYSE, to the total float was 388%.

ADS premium compared to price quoted on NSE

Outstanding ADSs

Our ADSs, as evidenced by ADRs, are traded in the US on the NYSE at New York, Euronext London and Euronext Paris under the ticker symbol ‘INFY’. The currency of trade of ADS in the US is USD and at London and Paris is Euro (EUR). Each equity share is represented by one ADS. The ADRs evidencing ADSs began trading on the NYSE, New York, from December 12, 2012, and Euronext London and Paris from February 20, 2013, when they were listed pursuant to the Listing Agreement entered with the NYSE. As on March 31, 2018, there were 65,537 record holders of ADRs evidencing 37,99,05,859 ADSs (1 ADS = 1 equity share).

Infosys share price versus the NSE Nifty 50

Note : Base 100 – Infosys share price on April 3, 2017 and Nifty 50 index value on April 3, 2017 have been baselined to 100.

Infosys share price versus the BSE Sensex

Note : Base 100 – Infosys share price on April 3, 2017 and BSE Sensex index value on April 3, 2017 have been baselined to 100.

Global locations

Infosys is a leading provider of technology services and consulting and has operations spread over 45 countries. We do not have any manufacturing plants, but have development centers and offices in India and overseas. Visit https://www.infosys.com/investors/reports-filings/Documents/global-presence2018.pdf for details related to our global locations.

Investor contacts

For queries relating to financial statements

Jayesh Sanghrajka

Deputy Chief Financial Officer & EVP

Tel : 91 80 2852 1705 Fax : 91 80 2852 0754

Email : jayesh.sanghrajka@infosys.com

Investor correspondence

Sandeep Mahindroo

VP, Financial Controller and Head – Investor Relations

Tel : 91 80 3980 1018 Fax : 91 80 2852 0754

Email : sandeep_mahindroo@infosys.com

For queries relating to shares / dividend / compliance

A.G.S. Manikantha

Company Secretary

Tel : 91 80 4116 7775 Fax : 91 80 2852 0754

Email : manikantha_ags@infosys.com

For queries relating to business responsibility report

Aruna C. Newton

AVP and Head – Diversity and Inclusion

Tel : 91 80 2852 0261

Email : arunacnewton@infosys.com

Registrar and share transfer agents

Karvy Computershare Private Limited

Plot 31-32, Gachibowli, Financial District

Nanakramguda, Hyderabad – 500 032

Contact person

Shobha Anand

Deputy General Manager, Karvy Computershare Private Limited

Tel : 91 40 6716 1559

Email : shobha.anand@karvy.com

Depositary bank (ADS)

United States

Deutsche Bank Trust Company Americas

Deutsche Bank, 60 Wall Street, 16th Floor

Global Transaction Banking

Depositary Receipts

New York 10005, NY, U.S.

Tel : 1 212 250 2500 Fax : 1 732 544 6346

India

Deutsche Bank AG, Filiale Mumbai

Global Transaction Banking – Depositary Receipts

The Capital, C-70, G Block

Bandra Kurla Complex, Mumbai 400 051, India

Tel : 91 22 7180 4444 Fax : 91 22 7180 3794

Custodian in India (ADS)

ICICI Bank Limited

Securities Market Services

1st Floor, Empire Complex, 414, Senapati Bapat Marg,

Lower Parel, Mumbai 400 013,

Maharashtra, India.

Tel : 91 22 6667 2005 / 4343 4116 / 4343 4121
Fax : 91 22 6667 2779

Sponsor Bank for ADS in Europe

BNP Paribas Securities Services

CTS Services Aux Emetteurs

Les Grands Moulins De Pantin

9 Rue du Débarcadère 93761 Pantin Cedex, France

Depository for equity shares in India

National Securities Depository Limited

Trade World, ‘A’ Wing, 4th Floor

Kamala Mills Compound Senapati Bapat Marg,
Lower Parel, Mumbai 400 013, India

Tel : 91 22 2499 4200 Fax : 91 22 2497 6351

Central Depository Services (India) Limited

Phiroze Jeejeebhoy Towers, 17th Floor

Dalal Street, Fort, Mumbai 400 001, India

Tel : 91 22 2302 3333 Fax : 91 22 2272 3199

Addresses of regulatory authority / stock exchanges

In India

Securities and Exchange Board of India

Plot No. C4-A, G Block, Bandra Kurla Complex

Bandra (East), Mumbai 400 051, India

Tel : 91 22 2644 9000, 91 22 4045 9000

Fax : 91 22 2644 9019-22, 91 22 4045 9019-22

National Stock Exchange of India Ltd.

Exchange Plaza, Plot No. C / 1, G Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051, India

Tel : 91 22 2659 8100 Fax : 91 22 2659 8120

BSE Ltd.

Phiroze Jeejeebhoy Towers

Dalal Street, Kala Ghoda, Mumbai 400 001, India

Tel : 91 22 2272 1233 Fax : 91 22 2272 1919

Outside India

New York Stock Exchange

11 Wall Street, New York, NY 10005, US

Tel : 1 212 656 3000 Fax : 1 212 656 5549

Euronext, London

10th Floor, 110 Cannon Street,

London, EC4N 6EU, UK

Tel : 44 20 7076 0900

Euronext, Paris

14, place des Reflets

92054 Paris La Défense Cedex

Tel : 33 1 70 48 24 00

Shareholder voting

Shareholders are requested to cast their votes on the resolutions mentioned in Notice of the 37th Annual General Meeting of the Company by using any of the following option :

Vote in advance of the meeting

Vote in person at the meeting

Vote in advance of the meeting

Remote e-voting at https://www.evoting.nsdl.com/

Voting through proxy : Sign, date, and return the proxy form on or before June 21, 2018, 3:00 p.m. IST.

 
Vote in person at the meeting

Please refer to the Notes section in the Notice for details on admission requirements to attend the Annual General Meeting.