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u can view full text of the Director's Report for Infosys Ltd.

Print

Mar2014 Mar 2015

Director Report

o the members,We are delighted to present the report on our business and operationsor the year ended March 31, 2015.

Results of our operations

in Rs. crore, except per share data

articulars Standalone Consolidated

2015 2014 2015 2014

come from softwareervices and products 47,300 44,341 53,319 50,133

oftware developmentxpenses 27,828 26,738 31,834 30,804

ross profit 19,472 17,603 21,485 19,329

elling and marketingxpenses 2,549 2,390 2,946 2,625

eneral anddministration expenses 2,961 2,686 3,668 3,323

perating profit beforeepreciation 13,962 12,527 14,871 13,381

epreciation andmortization 913 1,101 1,017 1,317

perating profit 13,049 11,426 13,854 12,064

ther income 3,337 2,576 3,430 2,664

rofit beforexceptional itemnd tax 16,386 14,002 17,284 14,728

rofit on transfer ofusiness (1) <42> - - -

nfosys Ltd.E: 500209 | NSE: INFYEQ | 58888: in fy | IND: Computers - Software | ISIN code: INE009A01021 |CT: Information Technology

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rofit before tax 16,798 14,002 17,284 14,728

ax expense 4,634 3,808 4,911 4,072

rofit before minorityterest and share in

et profit / (loss) of ssociate 12,164 10,194 12,373 10,656

hare in net profit /oss) of associa te - - <1) -

rofit for the period 12,164 10,194 12,372 10,656

urplus - openingalance 30,392 25,383 31,453 26,041

ividend eliminatedn consolidation ofust - 13 21 13

eserves on transferf assets andabilities of Infosysonsulting Indiamited - 6 - -

eserves ononsolidation of trust - 50 - -

econsolidation ofust (2) (42) - - -

mount avail able

or appropriation 42,514 35,646 43,846 36,710

ividend

nterim 1,723 1,149 1,723 1,149

inal 3,388 2,469 3,388 2,469

otal dividend 5,111 3,618 5,111 3,618

ividend tax 1,034 615 1,034 615

mount transferred toeneral reserve 1,217 1,021 1,217 1,021

mount transferred tother reserve (3) - - 1 3

urplus - closingalance 35,152 30,392 36,483 31,453

arnings Per ShareEPS) beforexceptional item (4)(5)

asic 102.33 89.20 108.26 93.25

iluted 102.33 89.20 108.25 93.25

PS after exceptionalem (4)(5)

asic 105.91 89.20 108.26 93.25

iluted 105.91 89.20 108.25 93.25

otes: The above figures are extracted from the standalone andonsolidated financial statements as per Indian Generally Acceptedccountin g Pri ncipl es (GAAP).

crore = 10 million

) On April 15, 20 14, the Board of Directors (''the Board'') of nfosys authorized the Company to e xecute a Business Transfer Agreementnd related documents with EdgeVerve Systems Limited (EdgeVerve),ubject to securing the requisite approval from shareholders in thennua l Gen eral Meeting. Subseq uently, at the Annua l Gene ral Me etingeld on June 14, 2014, the shareholders authorized the Board to enter to a Business Transfer Agreement and related d ocuments withdgeVerve, with effect from July 1, 2014 or such other date as may beecided by the Board. The Company has undertaken an enterprisealuation by an independent valuer and accordingly the business haseen transferred for a consideration of Rs. 421 crore (US $70 million)ith effect from July 1, 2014. Net assets amounting to Rs. 9 crore have

so been transferred and accordingly a gain ofRs. 412 crore has beenecorded as an exceptional item. The consideration has been settledhrough the issue of fully-paid-up shares in EdgeVerve. The transfer of ssets and liabilities is accounted for at carrying values and does notave any impact on the consolidated financial statements.

2) Effective January 1, 2015, Infosys Limited Employees'' Welfare Trustas been deconsolidated consequent to SEBI (Share Based Employeeenefits) Regulations, 2014 issued on October 28, 2014.

3) Under the Swiss Code of Obligation, a few Lodestone subsidiariesre required to appropriate 5% of the annual profit to legal reserve

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Investors are now eyeing at the coun ter of Infosys in view of its ongoin g efforts toincrease investments with an objective tostrengthen b anking software Finacle'sfootprint in the US.

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Will give 100% returns in next 2 years of time.

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The stock of Infosys justifies a buy with atarget of Rs 1340 as the IT major isexpected to deliver 9.5% YoY revenuegrowth in FY16 which would be further risen to 15% in FY17.

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Hi, I am rahila begum rahim .persuingb.tech in the stream of informationtechnology.This is my dream company aswell...however I want to be get placed ininfosys..and now I am working for it..iwould feel really proud in saying I am an

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ntil this equals 20% of the paid-up share capital. To the extent itoes not exceed one-half of the share capital, the general reserve maye used only to cover losses or for measures designed to sustain theompany through difficult times, to prevent unemployment or to mitigate

s consequences.

4) Equity shares are at par value of Rs.5/- each.

5) The Company has allotted 57,42,36,166fully-paid-up equity shares of ace value Rs. 5/- each during the year ended March 31,2015, pursuant to

bonus issue approved by the shareholders through a postal ballot. Theecord date fixed by the Board was December 3, 2014. A bonus share of ne equity share for every equity share held, and a stock dividend of ne American De positary Share (ADS) for every ADS held, respectively,as been allotted. Consequently, the ratio of equity shares underlying

he ADSs held by an American Depositary Receipt holder remainsnchanged. Earnings per share (EPS) of the previous year has been

djusted for the bonus issue, in accordance with Accounting StandardAS) 20 - Earnings Per Share.

evenues - standalone

ur total income on a standalone basis increased to Rs.47,300 crore froms. 44,341 crore in the previous year, at a growth rate of 6.7%. Our

oftware export revenues aggregated to Rs. 45,993 crore, up b y 6.8% froms. 43,063 crore in the previous year. Out of the total revenue, 64.0%

ame from North America, 21.8% from Europe, 2.8% from India and 11.4%om the Rest of the World. On a standalone b asis, our share of

evenues from all parts of the world outside North America hasecreased to 36.0% in the current year from 36.9% in the previous year.

evenues - consolidated

ur total income on a consolidated basis increased to Rs. 53,319 croreom Rs. 50,133 crore in the p revious year, at a growth rate of 6.4%. Our

oftware export revenues aggregated to Rs. 52,035 crore, up b y 6.5% froms. 48,839 crore in the previous year. Out of the total revenue, 61.5%ame from North America, 24.1% from Europe, 2.4% from India, and 12.0%om the Rest of the World. A focus of our growth strategy is to expandur business to p arts of the world outside North America to di versifyur revenues. On a consolidated basis, our share of revenues from allarts of the world outside North America decreased to 38.5% in theurrent year from 39.3% in the previous year.

rofits - standalone

ur gross profit on a standalone basis amounted to Rs. 19,472 crore41.2% of revenue), as against Rs. 17,603 crore (39.7% of revenue) in therevious year. Sales and marketing costs were 5.4% of our revenue for ach of the years ended March 31, 2015 and March 31, 2014. General anddministration expenses were 6.3% and 6.0% of our revenues during theurrent year and previous year, respectively. The operating profitefore depreciation amounted to Rs. 13,962 crore (29.5% of revenue), as

gainst Rs. 12,527 crore (28.3% of revenue ) in the p revious year. Therofit before exceptional item and tax was Rs. 16,386 crore (34.7% of

evenue), as against Rs. 14,002 crore (31.6% of revenue) in the previousear.

rofits - consolidated

ur gross profit on a consolida ted basis amounted to Rs. 21,485 crore40.3% of revenue), as against Rs. 19,329 crore (38.6% of revenue) in therevious year. Sales and marketing costs were 5.5% and 5.2% of our

evenue for the years ended March 31, 2015 and March 31, 2014,espectively General and administration expenses were 6.9% and 6.7% of ur revenues during the current year and previous year, respectively.he Operating Profit before Depreciation amounted to Rs. 14,871 crore

27.9% of revenue), as against Rs. 13,381 crore (26.7% of revenue) in therevious year. The profit before tax was Rs. 17,284 crore (32.4% of

evenue), as against Rs. 14,728 crore (29.4% of revenue) in the previousear.

apital expenditure on tangible assets - standalone

his year, on a standalone basis, we capitalized Rs.2,540 crore. Thisomprises Rs. 694 crore for investment in computer equipment, Rs. 3 croren vehicles and the balance of Rs. 1,843 crore on infrastructurevestments.

n the previous year, we capitalized Rs. 2,381 crore. This comprised Rs.72 crore for investment in computer equip ment, Rs. 3 crore on vehiclesnd the b alance of Rs. 1,706 crore on infrastructure investments.

apital expenditure on tangible assets - consolidated

n a consolidated basis, we capitalized Rs. 2,673 crore in the currentear. This comprises Rs. 778 crore for investment in computer equipment,s. 6 crore on vehicles, and the balance of Rs. 1,889 crore onfrastructure investments.

n the previous year, we capitalized Rs. 2,533 crore. This comprised Rs.59 crore for investment in computer equip ment, Rs. 11 crore on vehicles,nd the b alance of Rs. 1,763 crore on infrastructure investments.

quidity

We continue to be debt-free and maintain sufficient cash to meet our trategic objectives. We understand that liquidity in the Balance Sheetas to balance between earning adequate returns and the need to cover nancial and business risks. Liquidity enables us to make a rapidhift in direction, if there is a market demand. During fiscal 2015,

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ternal cash flows have more than adequately covered working capitalequirements, capital expenditure, investment in subsidiaries and

vidend payments. As on March 31, 2015, on a standalone basis, we hadquid assets of Rs. 29,705 crore, as against Rs. 28,149 crore at therevious year end. On a consolidated basis, we had liquid assets of Rs.2,543 crore at the current year-end, as aga inst Rs. 30,277 crore at therevious year end. These funds comprise deposits with banks and highly

ated financial i nstitutions, liquid mutual funds, fixed maturityans, certificates of depo sit, tax-free bonds a nd government bo nds.he details of the tax-free bonds and government bonds are disclosednder the ''non-current investments'' section in the financialtatements in this Annual Report.

pprop riation s

ividend

he Board, in its meeting held on April 24, 2015, decided to revise andcrease the dividend payout ratio to up to 50% of post-taxonsolidated profits effective fiscal 2015 from the existing cap of up

o 40%.

he Board, in its meeting held on October 10, 2014, declared an interimvidend of Rs. 30/- per equity share (not adjusted for bonus issue).urther, the Board, in its meeting held on April 24, 2015, has

ecommended a final dividend of Rs. 29.50/- per equity share (equivalento Rs. 14.75/- per share post the 1:1 bo nus issue, if the 1:1 bonu s issuepproved by members, pursuant to the Postal Ballot Notice dated April4, 2015) for the financial year ended March 31, 2015. The proposal isubject to the approval of shareholders at the Annual General Meeting

o be held on June 22, 2015.

he total dividend appropriation (excluding dividend tax) for theurrent year is Rs. 5,111 crore, as again st Rs. 3,618 crore in the previousear. Dividend (including dividend tax) as a percentage of consolidated

et profit after tax is 49.8%, as compared to 39.7% in the previousear.

he Register of Members and Share Transfer Books will remain closed onune 17, 2015 for the purpose of payment of the final dividend for thenancial year ended March 31, 2015, and the Annual General Meeting.he Annual General Meeting is scheduled to be held on June 22, 2015.

onus shares

he Company, in December 2014, had issued bonus shares to thehareholders of the Company in proportion of 1:1 and consequently, theaid-up share capital of the Company increased from 57,42,36,166 to14,84,72,332 shares.

articulars of loans, guarantees or investments

oans, guarantees and investments covered under Section 186 of the

ompanies Act, 2013 form part of the notes to the financial statementsrovided in this Annual Report.

ransfer to reserves

We propose to transfer Rs. 1,217 crore to the general reserve. An amountf Rs. 35,152 crore is proposed to be retained in the surplus.

ixed deposits

We have not accepted any fixed deposits and, as such, no amount of rincipal or interest was outstanding as of the Balance Sheet date.

articulars of contracts or arrangements made with related pa rties

articulars of contracts or arrangements w ith related parties referredo in Section 188(1) of the Companies Act, 2013, in the prescribed FormOC-2, is appe nded as Ann exure 2 to the Bo ard''s rep ort.

aterial changes and commitments affecting financial position betweenhe end of the financial year and date of report

n April 24, 2015, the Board authorized the Company to execute ausiness Transfer Agreement and related documents with the Co mpany''subsidiary, EdgeVerve, subject to securing the requisite approval fromhareholders through postal ba llot. The proposed transfer of theusiness of Finacle and Edge Services to EdgeVerve is at an estimatedonsideration of up to Rs. 3,400 crore and up to Rs. 220 crore,espectively. On April 24, 2015, the Company entered into a definitivegreement to acquire Kallidus Inc. (doing business as Skava) and itsffiliate, a leading provider of digital experience solutions,cluding mobile commerce and in-store shopping experiences, to large

etail clients, for a consideration of US $120 million (approximately Rs.50 crore), including a deferred component and retention bonus.

he Board, in its meeting held on April 24, 2015, has considered,

pproved and recommended a bonus issue of one equity share for everyquity share held and a stock dividend of one American Depositary Share

ADS) for every ADS held, respectively, as on a record date to beetermined. Consequently, the ratio of equity shares underlying theDSs h eld by an American Depo sitary R eceip t hold er w ould remainnchanged. The bonus issue of equity shares and ADSs will be subject topproval by the shareholders through postal ballot, and any other pplicable statutory and regula tory approvals.

part from these, there have been no other ma terial chang es a ndommitments affecting the financial position of the Company between thend of the financial year and the date of the report.

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ariation in market capitalization

As at March 31, Increase /2015 2014 (decrease) in %

arket capitalizationn Rs. crore) 2,54,771 1,88,510 35.1

rice earningsatio (1) 20.5 17.6 16.5

ercentage increase the market price

f the shares inomparison with

he last public

ffer price (2) 5,97,687

otes: Data based on share prices quoted on NSE.

) Based on consolidated Indian GAAP financial statements.

2) Last public offer price has been adjusted for bonus issues andock split.

anagement''s discussion and analysis

n terms of the provisions of Clause 4 9 of the Listing Agreement, theanagement''s discussion and analysis is set out in this Annual Report.

Business

trategy

ur strategic objective is to build a sustainable organization thatemains relevant to the agenda of our clients, while generatingrofitable growth for our investors.

n order to do this, we will apply the priorities of our strategy —enew and new — to our own business and cascade it to everything weo. This applies to our solution and service offerings, our client andmployee engagement processes, and to the operational processes of theompany. These translate to the following strategic focus areas :ifferentiate our solution and service offerings : In process-oriented

ervices — in frastructure management, business process outsourcing,nd software testing or maintenance — o ur strategy will be to embrace

he concepts of automation and artificial intelligence to improveroductivity, gain hi gher accuracy and redu ce the total cost toients. We are leveraging our Global Delivery Model to provide scale,uality, expertise and cost advantages to our p rojects with clients. Were building differentiated platforms such as our Edge Suite, our inacle® core ba nking product an d the Infosys Information Platform. We

ill leverage the advantages of open source technologies in providingnovative and high cost-benefit performance solutions to our clients.

We will continue to invest in emerging mobile and digital technologiesnd big data analytics.

ursue strategic alliances and acquisitions : We are developingliances that complement our core competencies. We are partnering withading technology software providers in creating, deploying,tegrating and operating business solutions for our clients. We plan

o deploy our capital in making selective business acquisitions thatugment our expertise, complement our presence in certain marketegments and accelerate the execution of o ur strategies.

uild deep and impactful client relationships : Our strategy is tongage with clients on their la rge transformative programs, both inaditional IT areas as well as for their new digital businessitiatives. We are expanding existing client relationships by

roviding them a broad set of end-to-end service offerings and

creasing the size, nature and number of projects we do with them. Weill acquire new clients, and increase our presence in new geographiesnd market segments by investing in targeted business development and

marketing. We will invest in high-performing consulting and businessevelopment teams and the processes and systems required to make themffective. We will continue to ensure our brand is di fferentiated,obal and respected. Build a culture within the Company that deliversnovation to clients : We will create the required environment,

tructures, ecosystems and economic models that will spur innovationcross the Company We are using Design Thinking methods to elicit newroblem statements and bring together our deep knowledge of clientdustries and emerging technologies to solve problems for our clients.

We have allocated US $500 million towards an innovation fund to tapto innovation networks of early stage companies and universities to

ain access to new thinking and business models. We will continue touild a collaborative and entrepreneurial culture in the organization.

ttract and retain a gl obal, diverse , motivated and high performin g

mployee base : Our employees are our biggest assets. To meet thevolving need of our clients, our priority is to attract and engage theest talent in the right locations w ith the right skills. We are fullyommitted to strengthening our brand to continue to be the ''employer f choice''. A series of measures have been initiated to empower our mployees through trust and accountability. We have overhauled our erformance management system to bring in more objectivity, createdternal marketplace for employees to work on challenging assignments,

nd increased the focus on providing a safe and transparent workingnvironment. We are guided by our value system which motivates our ttitudes and actions. Our core values are Client Value, Leadership byxample, Integrity and Transparency, Fairness and Excellence (C-LIFE).

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We have invested substantially in training, which is central to our mployees'' learning and career development process. We are committed toreating a work e nvironment that is social, fun and collab orative. Weontinue to provide employees with life-long learning opportunities intransparent and meritocratic culture. Enhance our operational

ffectiveness for agility and cost : We will periodically assess theffectiveness of our organization structure and processes to optimizefor alignment with our strategic objectives and agility. We

ontinually evaluate critical cross-functional p rocesses and benchmarkhem with best-in-class practices to optimize costs and ena ble swiftnd e ffective response to o ur clients. We constantly monitor andptimize various operational p arameters such as the cost andtilization of resources, distribution of employees around the wo rld,

he cost of operating our campuses and optimally realizing thefficiencies of scale and the strengths of our Global Delivery Model.

rganizational changes

o enhance o ur agility in the market, sharpen our competitivefferentiation and defragment centers of excellence, we realigned our

rganizational structure. The realign ment is effective April 1, 20 15.ur go-to-market units are organized around five global industry

egments :

Financial Services

Manufacturing

Retail, CPG & Logistics

Energy, Utilities, Communications & Services

Life Sciences, Healthcare & Insurance

part from the five industry segmen ts, our b usinesse s in India, C hina

nd Japan are run as standalone regional business units.

ur service delivery will be organized as horizontal centers of xcellence or service lines, with a focus on nurturing innovation, torive differentiation across the industry segments. This organizationill comprise the following service lines :

nfosys Global Consulting

Global Delivery

Enterprise Solutions

Infosys Digital

Enterprise Mobility

Custom Application Development

Application Management Services

Independent Validation Solutions

Business Intelligence

Engineering Services

Cloud and Infrastructure Services

Products

Finacle

EdgeVerve

Platforms

nfosys BPO

lient base

ur client-centric approach continues to bring us high levels of clientatisfaction. We derived 97.8% of our consolidated revenues from repeatusiness this fiscal. We, along with our subsidiaries, added 221 newients, including a substantial number of large global corporations.ur total client base at the end of the year stood at 950. The client

egmentation for the current and previous years on a consolidated basisas follows :

in nos.

lients 2015 2014

million dollar 529 501

million dollar 244 232

0 million dollar 159 148

5 million dollar 83 78

0 million dollar 47 42

5 million dollar 29 24

00 million dollar 15 13

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00 million dollar 4 3

00 million dollar - 1

frastructure

We added 35.62 lakh sq. ft. of physical infrastructure space during theear. The total available space as on March 31, 2015 stands at 403.68kh sq. ft. The number of marketing offices as on March 31,2015 was

5, compared to 73 in the previous year.

ubsidiaries and associates

We, along with our subsidiaries, provide consulting, technology,utsourcing and ne xt-generation services. At the beginning of the year,e had 11 direct subsidiaries. As on March 31, 2015, we have 13 direct

ubsidiaries, 29 step-down subsidiaries and one associate.

uring the year, the Board of Directors (''the Board'')reviewed theffairs of the subsidiaries. In accordance with Section 129(3) of theompanies Act, 2013, we have prepared consolidated financial statementsf the Company and all its subsidiaries, which form part of the Annualeport. Further, a statement containing the salient features of thenancial statement of our subsidiaries in the prescribed format AOC-1

appende d as Annexure 1 to the Board''s report. The statement alsorovides the details of pe rformance, financial positions o f each of theubsidiaries.

n accordance with Section 136 of the Companies Act, 2013, the auditednancial statements, including the consolida ted financial statementsnd related information of the Company and audited accounts of each of s subsidiaries, are available on our website www.infosys.com. Theseocuments will also be available for inspection during business hourst our registered office in Bengaluru, India. During the year,

vestments were made in the following subsidiaries / associate :

nfosys Nova Holdings LLC : During the year, the Companycorporated a new subsidiary, Infosys Nova Holdin gs LLC (''Infosysova''), in the U.S., effective January 23, 2015. Subsequently,

nfosys Nova acquired 20% of the equity interests in DWA Nova LLC, aompany formed along with DreamWorks Animation (DWA), for a cashonsideration of Rs. 94 crore. DWA Nova LLC will develop andommercialize image generation technology in order to providend-to-end digital manufacturing capabilities to companies involved in

he designing, manufacturing, marketing or distribution of physicalonsumer products.

Panaya Inc. : On March 5, 2015, Infosys acquired 100% votingterests in Panaya Inc. (''Panaya''), a Delaware Corporation in the.S., by entering into a share pu rchase agreement for a cash

onsideration of approximately Rs. 1,398 crore. Panaya is a leadingrovider of automation technology for large-scale en terprise and

oftware management.

EdgeVerve : Infosys established EdgeVerve Systems Limited in 2014,o help global corporations sense, influence, fulfill and serve theeeds of digital consumers, and leverage the potential of their usiness ecosystems.

n April 15, 2014 , the Board of Directors of Infosys authorized theompany to execute a Business Transfer Agreement and related documentsith EdgeVerve, subject to securing the requisite approval from

hareholders in the Annual General Meeting. Subsequently, at thennua l Gen eral Meeting held on June 14, 20 14, the shareh olde rsuthorized the Board to en ter into a Business Transfer Agreement and

elated documents with EdgeVerve, with effect from July 1, 2014 or suchther date as may be decided by the Board. The Company has undertakenn enterprise valuation by an independent valuer and accordingly theusiness has been transferred for a consideration of Rs. 421 crore (US70 millio n) with effect from July 1, 201 4, settled through the issue

f fully-paid-up equity shares.

roducts and platforms Finacle®

inacle® is the industry-leading universal banking solution fromnfosys that helps banks simplify their operations, accelerate

novation and create new opportunities. Today, Finacle® is the choiceor banks across 84 countries and serves over 547 million customers.he solution is consistently rated as a leader in the market by variousdustry analysts. Finacle® solutions add ress core banking, e-banking,

mobile b anking, CRM, payments, treasury, origination, liquiditymanagement and wealth management of retail and corporate, and universal

anks worldwid e. The solution''s component-based structure andnterprise- class capabilities helps banks boost agility and efficiencyf their operations, and significantly improves customer experiencecross channels.

study of top 1,000 glob al b anks re veale d that banks powe red b y

inacle® enjoy 50% higher returns on assets, 30% higher returns onapital, and 8.1 percentage p oint lower costs to income than others.he Company is organizing its software product assets within antegrated product group, which will be part of EdgeVerve, a subsidiary

f Infosys. The Co mpany therefore proposes to i ntegrate Finacleusiness into EdgeVerve with effect from August 01, 2015.

dgeVerve

dgeVerve defines, develops and operates innovative, cloud-hostedusiness platforms and software products which are offered to clientss ''Pay-as-you-use'' services. We focus on realizing busine ss

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utcomes for our clients by driving their revenue growth,ost-effectiveness and improved profitability. All our platforms areranded under the Edge umbrella.

latforms

n i mportant p art of o ur strategy is the creation of the ''Infosyslatform'' which consists of the Infosys Information Platform (IIP)nd the Infosys Automation Platform (IAP). These in turn consist of aumber of o pen source software components, and/or Infosys proprietaryoftware products, all of which can be deployed on public or privateoud or at the customer''s premise. IIP is intended to address the key

hallenges that enterprises have in effectively storing, managing andnalyzing the increasing amounts of data available to businessnterprises. Infosys'' objective is to use IIP to help customers find an

mproved way to package, develop, administer and monitor their nterprise data. Because it is based on existing, tested open source

omponents, IIP offers rapid deployment as a base for a b road varietyf industry-specific scenarios. It is particularly suited for eployment in scenarios where a customer''s existing environment lackscalability or speed of reporting.

uality

We continue our journey of delivering value to our clients throughgnificant investments in quality programs. While sustaining existingxternal benchmarks and certifications, we have added newertifications and further enhanced our programs and initiatives toenew our commitment to the culture of qua lity.

We continue to adhere to international quality standard certificationsuch as ISO 9001:2008, ISO 22301, ISO 20000, AS EN 9100, ISO 13485, TL000 SV OHSAS 18001 and ISO 14001. We have also received an independentuditor''s assurance report on compliance to ISAE 3402 / SSAE16 and aertification of compliance on PCIDSS V 2.0 for Infosys BPO Limited. We

so get assessed at CMMi level 5. According to the Process Maturityrofile published by the CMMi Institute of Carnegie Mellon University December 2014, only 7% of 10,768 organizations globally are

perating at Level 5, which is the highest level of process maturity.

nfosys is certified under various standards to meet client demands andnhance de livery value. Infosys Limited and Infosys BPO Limited areertified for the revised ISO 27001:2013 information securityandards. As part of Infosys'' contract, the Central Processing Center

f the Government of India''s income tax department was certified for SO 27001. Following the successful completion of external independentssurance assessment based on GRI G4 comprehensive requirements,

nfosys became the first IT company to publish a sustainability reportompliant with GRI G4 comprehensive guidelines.

ur Quality department handles large change management initiatives torive quality and productivity improvements across the Company, usingarious techniques such as Six Sigma, Lean methodology and engineering

vers like Reuse and Tools. It is governed and monitored through thealanced Scorecard and validated using the Infosys Scaling Outstandingerformance (iSOP) program adopted from the Malcolm Baldridg e Nationaluality Award (MBNQA) framework.

ur Business Value Articulation (BVA) framework is an initiativeomprising frameworks, methodologies, processes and systems to promoterticulation and assurance of business value for various engagements.he BVA program helped us create substantial impact on our clients. Weontinue to fine-tune our Client Value Survey to capture the voice of ur customers, and to assess client expectations as an ong oing process.he data that is collected is analyzed around satisfaction, advocacy,yalty, fulfillment and value for money, and helps us draw actionans to improve client experience.

randing

he Infosys brand is a key intangible asset of the Company The branding

itiative is designed to reposition Infosys as the next-generationervices company that would help enterprises renew themselves whileso creating new avenues to generate value. Brand Infosys is being

uilt around the premise that software, in a very fundamental way, iseshaping the world around us. And because of this, there is a dualityhat every business faces - on the one hand, the need to renew existingystems, to improve their e ffectiveness with new technologies andnovation, and on the other hand, the need to deliver completely newnds of services and new solutions in new ways using next-generation

echnologies. Infosys helps its clients achieve this dual agenda in aulture of learning, creativity and purpose. It is the delivery of thisrand promise that makes us the right technology partner for clients inver 50 countries. Brand Infosys has been recognized by leadingublications and independent industry bodies globally. We are regularly

ated by global industry analysts as a leader in key services andolutions across domains. Refer to the Awards and recognition section this report.

ur marketing reach extends globally through advertisements, publicelations and d igital marketing initiatives. We participate in premier usiness and industry events around the world. We also organizegnature events and roundtables across geographies. ''Confluence'',ur flagship client event, is consistently well-attended and highly

ated by our clie nts and industry partners.

wards and recogn ition

n fiscal 2015, we received numerous awards and recognition, bothternational and national. Here is a quick glimpse of some of them :

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usiness and management

We won the 2014 Thomson Reuters India Innovation Award in theHi-Tech Corporate'' category. This award honors organizationseadquartered in India for their spirit of innovation in R&D.

We won the 2014 Asia IP Elite Award, which recognizes companieshat are leading the way in IP value creation in the Asia-Pacificegion.

Infosys AssistEdge and Openreach (infrastructure division of BT)on the p restigious Alsbridge Innovation Award 2014 for ''Customer ervice Seamless Desktop''.

We topped Asiamoney''s Corporate Governance Poll in the ''domesticountry'' category. The poll was expan ded to cover Australia andietnam, and is the la rgest ever, with 322 select analysts and

vestors voicing their opinions.

At the Institutional Investor 2014 All-Asia Rankings, we wereonored wi th several awards in the IT services and software categories.he recognitions included Best CFO and Best Investor Relations.

We were included in the top list of ''Business Innovation andransformation Partners'' by Lu nendonk, a leading German IT andonsulting industry analyst firm. Only 11 companies across all Germanonsulting and IT companies make it to this premiere league.

We won the Data Security Council of India (DSCI) Excellence Awardnder the ''Privacy in Outsourcing Sector (IT-ITeS / BPM)'' category.

We were voted India''s best company in the areas of corporateovernance and commitment to paying good dividends, while the InfosysFO, Rajiv Bansal, was chosen as India''s best CFO in FinanceAsia''ssia''s Best Compa nies poll , 2015 .

We were recognized by the Neiman Marcus Group as the ''2014echnology Partner of the Year'' after a rigorous selection process,ased on four parameters - Service, Quality, Value and Innovation.

We received the p restigious ''Daimler Supplier Award 2014'' for utstanding Quality in the p rovision of IT Data Ce nter Services.

We were named the partner of the year by a leading global retailer.

We were n amed a leader in The Forrester Wave™: BI Serviceroviders, Q4 2014. We received top scores for experience across

multiple geographie s and in dustries, strategic investments in bu sinesstelligence, and transparency.

We were also inducted into the Winner''s Circle in HfS Researchnterprise Analytics Services Blueprint.

nfosys BPO won four Gold Awards at the TISS LeapVault Chief earning Officers Awards 2014 in the categories ''Best Global L &D Teamf the Year'', ''Best Corporate University'', ''Best Virtualearning Program'' and ''Best Induction Training Program''.

nfosys McCamish won the Workflow Manag ement Coalition (WfMC)lobal Award for ''Excellence in Ca se Management for Insurance''.

nfosys BPO won the 2014 Golden Peacock National Training Award. Itas also declared a winner at the National Institution for Quality andeliability Awards in India.

nfosys BPO and Procter & Gamble joi ntly won the 201 4 Outsourcingxcellence Award.

nfosys BPO received an ASTD Excellence in Practice in Coa ching andentoring citation.

We were named leaders in the Magic Quadrant for Finance andccountin g BPO b y Gartner for the fourth co nsecutive year.

We have been identified as a Leader in NelsonHall''s Vendor valuation and Assessment for application outsourcing.

anking

Finacle® won five international banking excellence awards inartnership with its clients at the annual Asian Banker Awards 2014.hese included two awards each for core banking and channel solutions

mplementation, and one award for its treasury managementmplementation.

Finacle® was rated as a lea der in Gartner''s Magic Quadrant for nternational Retail Core Banking 2014 for the eighth time in a row.nfosys was positioned at the highest level, within the Leaders

uadrant, in ability to execute and furthest in completeness of vision.

Finacle® emerged as a leader in a key industry assessment - Theorrester Wave™ : Customer-Centric Global Banking Platforms, Q3 2014.

CEB TowerGroup rated Finacle® e-Banking and trade financeolutions as ''Best-in-Class'' solutions for customer experience,esign and security, and enterprise support.

Finacle® was also judged a winner by Juniper Research for the 2014uture Mobile Awards in the ''Mobile Banking'' category.

Finacle® was rated by CEB TowerGroup analysts as

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Best-in-Class'' for bank user services an d enterprise support.

Finacle® was named a leader in the IDC MarketScape - Worldwideore Banking Solutions 2014 Vendor Assessment : Global Providers for orth American Banks during the year.

RP services

We were n amed leaders i n Gartner''s Magic Quadrant for Oracleppli cation Implemen tation Se rvices, World wide - for o ur co mpleten essf vision and ability to execute.

We were p ositioned in the ''Winner''s Circle'' of the HfSlueprint - SAP Services.

We were named leaders in the IDC MarketScape Worldwide Oraclemplementation Services Ecosystem''s 2014 report.

echnology innovation

We won Hitachi''s ''Technical Architect Team of the Year'' awardor exemplary wo rk in architecting an infrastructure transformationolution for a leading U.S.-based financial services provider.

The American Council for Technology - Industry Advisory CouncilACT-IAC) selected Infosys'' Marketplace-as-a-Service platform as onef the top 30 finalists for its ''Igniting Innovation 2015'' awards.

nfosys was a winner in the 20 14 ''Simulating Reality'' contestrganized by MSC Software. The winn ing team from Infosys used MSC''smulation technologies to better diagnose osteoporosis and accurately

uantify fracture risk.

ealthcare

We were cited as ''Leader and Star Performer'' in Life SciencesT Outsourcing in Everest Group''s report : IT Outsourcing in Lifeciences - Service Provider Landscape w ith PEAK Matrix™ Assessment014.

The Indo-American Chamber of Commerce recognized Infosys for Excellence in Innovation'' and ''Excellence in Environment, Health

Safety''.

Infosys Public Services won the ''Hottest Government Contractor''onor on June 24, 2014 at the 13th Annual Northern Virginia Technologyouncil (NVTC) ''Hot Ticket Awards'' for developing in novative

olutions to help the government.

nfosys Public Services was ranked 16th in the 2014 ''Healthcarenformatics 100'', based on revenues from healthcare IT products andervices.

Infosys Public Services'' efforts in modernizing the core systemsf Long Term Care Partners (LTCP) to optimize operations and supports growth were acknowledged by LTCP.

iversity

The Women of Color magazine honored 13 Infoscions in October 2014.he ''Women of Col or in Technology'' awards is a competitive nationalwards program that recognizes and honors the exceptional achievementsf distinguished multicultural women who excel in Science, Technology,ngineering a nd Mathematics (STEM) in the U.S.

We won the 2014 Asia Pacific HRM Congress Award for ''Diversitynd HR''.

ustainability awards

ur sustainability efforts won us several awards and accolades in

scal 2015. These are some of the highlights :

We won the Ashden International Gold Award, also known as theGreen Oscars'', for ''Sustainable Buildings''.

We were recognized for our efforts in sustainability and awardedhe Solar Globe Award, 201 4 for ''Excellence in Sustainability''.

We were a warded the NDTV Property Award for our Softwareevelopment Block (SDB) 2 and 3 in the Hyderabad campus under the

Most Environment Friendly Commercial / Office Space'' category.

We won the Bry Air Award under the ''System Design'' category for ur next-generation smart buildings.

The Bureau of Energy Efficiency awarded us the National Energyonservation Award for SDB 1 and 2, two buildings in our Mahindra City

ampus, and a certificate of merit for SDB 1 in Mahindra City and SDB 4

nd 6 in the Sholinganallur campus, in Chennai.

We were ranked third in the State Pollution Control Award given byhe Kerala State Pollution Control Board for our efforts in po llutionontrol and environmental p rotection at our Thiruvananthapuram campus.

We received the first prize in the ''Lawn and Garden'' category the Dasara Phala Pushpa Darshana-2015 for the 13th consecutive year

or our Mysuru Development Center.

We were recognized by the Karnataka State Pollution Control Boardor the green belt development at our Mangaluru Nethra Development

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enter.

We were placed second in the Environment, Health & Safety Awardven by CII in the ''Office / Software / Service'' category and also4 star rating for our Bengaluru Development Center.

We won the first prize in the ''Energy Efficiency'' category fromhe Maharashtra Energy Development Agency (MEDA) for our Pune Phase 2ampus and second prize for our Pune Phase 1 campus.

Human resources management

o ensure good human resources management at Infosys, we focus on allspects of the employee lifecycle. This provides a ho listic experience

or the employee as well. During their tenure at the Company, employeesre motivated through various skill-development, engagement andolunteering programs. All the whil e, we create effective dialogs

hrough our communication channels to ensure that the feedback reachhe relevant teams, including the leadership. Through the annualmployee enga gement survey (LITMUS 2015), a nu mber of tracks wereentified this fiscal, and employees were invited to be part of the

eams that actionized these tracks. In addition, a special ,ross-functional team was put in place to enhance employee experiencey renewing systems and p rocesses. Quarterly promotions, 100% variableayout for two consecutive quarters, an Expert Track to identifydividuals who are technically proficient, and a unique crowd-sourcingitiative to gather ideas around innovation were some of theterventions made to engage and develop employees. Interactions with

he leadership continue through email, face-to- face interactions,deo conferencing and video messages. We also launched the firstackathon at Infosys, across our global locations to encourage rapidrototyping and problem-solving, and build a culture of innovation.

We have set up a scalable recruitment and human resources managementrocess. Over the last year, on a standalone basis, we received

3,80,283 applications from prospective employees. The Infosys Groupdded 15,782 (net) and 53,386 (gross) employees this year, taking theotal strength to 1,76,187 from 1,60,405 at the end of the previousear.

n a standalone basis, the attrition rate for fiscal 2015 stands at8.9% compared to 18.7% for the previous year.

alent fulfillment

ast year, a new function was established for identifying the best fitalent for any project on time, through the de ployment of availableeople, recruitment and training. Over the last one year, this haselded rich dividends. Our ability to staff the right people for our usiness needs has improved substantially and at the same time, talenttilization has moved up materially. A robust supply chain has beenuilt that will yield dividends in the years to come.

articulars of employees

he table containing the names and other particulars of employees inccordance with the provisions o f Section 197(12) of the Compani es Act,013, read with Rule 5(1) of the Companies (Appointment andemuneration of Managerial Personnel) Rules, 2014, is appended asnnexu re 3 a to the Boa rd''s repo rt.

statemen t contain ing the n ames o f every emplo yee e mploye d throu ghouthe financial year and in receipt of remuneration of '' 60 lakh or more,r employed for part of the year and in receipt of Rs. 5 lakh or more a

month, under Rule 5(2) of the Companies (Appointment and Remunerationf Managerial Personnel) Rules, 2014, is enclosed as Annexure 3b to theoard''s report.

ducation, training and assessment

earning a nd education a re at the foundation of Infosys. Competency

evelopment continues to be a key area of strategic focus for us.

We launched new training programs to align with the new businesstrategy of renew and new. D uring fiscal 2015, the total trainingrovided for employees was over 3.36 million person days. Many of our mployees also undertook external certifications, thereby creating arge pool of certified people.

o enhance the innovation quotient among the workforce, we conductedhe Design Thinking program for over 23,975 employees during fiscal015, including fresh recruits. In addition, the training has been

mparted to client teams and leadership teams.

ur flagship industry-academia partnership program, Campus Connect,made progress through the launch of electives to help engineering

olleges run new programs within their curricula. In fiscal 2015, wengaged with 1,440 faculty members who in turn trained over 34,655tudents. With this, the total number o f beneficiaries covered h as

eached over 11 ,886 faculty members and over 3,30,643 students from 348ngineering institutions.

PARK is an acade mia connect program that exposes students in schoolsnd colleges to the current opportunities and developments in IT andms to inspire them an d raise their a spirations. As part of this

rogram, we engaged with over 38,460 students during the year. Sinces launch in 2008, the program has reached over 9,16,460 students.ver 78,726 students participated in Aspirations2020, the coding

ontest we conduct for engineering students, in fiscal 2015 .

ur knowledge management system set a new record by winning the Global

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ost Admired Knowledge Enterprise (MAKE) award for the 10th time, AsianAKE award for the 12th time and Indian MAKE award for the 10th time.

fosys Leadership Institute

he vision of the Infosys Leadership Institute (ILI) is to beecognized as a globally respected institution that is committed toeveloping leaders for Infosys. The focus of the institute is toevelop and prepare leaders of the organization for current and futurexecutive leadership positions. ILI''s leadership d evelopment modelcludes three dimensions — transformational, instrumental andansactional le adership — with Infosys values at its core. Thestitute employs a range of developmental approaches includingassroom training, individualized coachin g, and ''leaders teach''

essions. Leaders from across Infosys and its subsidiaries are targeteneficiaries of ILI''s programs.

Corporate governance

orporate governance is an ethically driven business process that isommitted to values aimed at enhancing an organization''s brand andeputation. This is ensured by taking ethical business decisions andonducting business with a firm commitment to values, while meetingakeholders'' expectations. At Infosys, it is imperative that our

ompany affairs are managed in a fair and transparent manner. This istal to gain and retain the trust of our stakeholders.

We continue to benchmark our corporate governance policies with theest in the wo rld. Our efforts are widely recogni zed by investors in

ndia and overseas. We have undergone the corporate governance audit byCRA and CRISIL. ICRA has rated our corporate governance practices at

GR 1 and CRISIL has assigned CRISIL GVC Level 1 rating to us.

We comply with the Securities and Exchange Board of India (SEBI)''suidelines on corporate governance. We have documented our internal

olicies on corporate governance. During the year, we continued toomply with the U.S. Sarbanes-Oxley Act, 2002. Several aspects of thect, such a s the Whistlebl ower Policy and Code of Con duct an d Ethics,ave been incorporated into our policies. Our Corporate governance

eport for fiscal 2015 forms part of this Annual Rep ort.

oard diversity

he Company recognizes and embraces the importance of a diverse board its success. We believe that a truly diverse board will leveragefferences in thought, perspective, knowledge, skill, regional anddustry experience, cultural and geographical background, age,

thnicity, race and gender, which will help us retain our competitivedvantage. The Board has adopted the Board Diversity Policy which setsut the approach to diversity of the Board of Directors. The Boardiversity Policy is available on our website,ttp://www.injosys.com/investors/corporate-governance/Pages/policies.aspx.

umber of meetings of the Board

he Board met nine times during the financial year, the details of hich are given in the Corporate governance report that forms part of

his Annual Report. The intervening gap between any two meetings wasithin the period prescribed by the Companies Act, 2013.

olicy on di rectors'' appointment and remuneration

he current policy is to have an appropriate mix of executive anddependent directors to maintain the independence of the Board, and

eparate its functions of governance and mana gement. As on March 31,015, the Board consists of 10 members, two of whom are executive or hole-time directors, and eight are i ndependent directors. The Boarderiodically evaluates the need for change in its composition and size.

he policy of the C ompany on d irectors'' appointment and remuneration,cluding criteria for determining qualifications, positive attributes,

dependence of a director and other matters provided under Sub-section3) of Section 178 of the Companies Act, 2013, adopted by the Board, isppended as Annexure 4 to the Board''s report. We affirm that the

emuneration paid to the directors is as per the terms laid out in theomination and remuneration policy of the Company.

eclaration by independent directors

he Company has received necessary declaration from each independentrector under Section 149(7) of the Companies Act, 2013, that he/she

meets the criteria of independence laid down in Section 149(6) of theompanies Act, 2013 and Clause 49 of the Listing Agreement.

oard evaluation

lause 49 of the Listing Agreement mandates that the Board shallmonitor and review the Board evaluation framework. The Companies Act,

013 states that a formal annual evaluation needs to be made by the

oard of its own performance and that of its committees and individualrectors. Schedule IV of the Companies Act, 2013 states that the

erformance evaluation of independent directors shall be done by thentire Board of Directors, excluding the director being evaluated.

he evaluation of all the directors and the Board as a whole wasonducted based on the criteria and framework adopted by the Board.he evaluation process has been explained in the Corporate governance

eport section in this Annual Report. The Board approved the evaluationesults as collated by the n omination and remuneration committee.

one of the independent directors are due for re-appointment.

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raining of independent directors

very new independent director of the Board attends an orientationrogram. To familiarize the new in ductees with the strategy, operationsnd functions of our Co mpany, the executive directors / senior

managerial personnel make presentations to the inductees about theompany''s strategy, operations, product and service offerings, markets,

oftware delivery, organization structure, finance, human resources,echnology, quality, facilities and risk mana gement.

he Company has a program to help its directors improve their expertise governance by providing a training fee of US $5,000 per annum for

hem to attend courses on board governance held by well-known businesschools in any part of the world.

urther, at the time of appoi ntment of an independe nt director, the

ompany issues a formal letter of appointment outlining his/her role,unction, duties and responsibilities as a director. The format of thetter of appointment is avail able o n our website, http://www.infosys.

om/investors/corporate-governance/Pages/policies.aspx.

nductions

n the recommendation of the nomination and remuneration committee, theoard appointed Dr. Vishal Sikka as a whole-time director with effectom June 14, 2014 to July 31, 2014 and as CEO and MD effective August 2014. We thank the sharehold ers for their support in confirming Dr.ishal Sikka''s appointment at the Extraordinary General Meeting h eld onuly 30, 2014.

n the recommendations of the nomination a nd remuneration committee,he Board appointed Prof. John W Etchemendy as an Independent member of he Board effective December 04, 2014. We thank the shareholders for heir support in confirming Prof. John W Etchemendy''s appoin tment

hrough postal ballot on March 2, 2015. The nomination andemuneration committee also recommended the induction of Roopa Kudva asn independent member of the Board on February 4, 2015. Roopa Kudva ismember of several policy-level committees relating to the Indian

nancial system, including committees of SEBI and the Reserve Bank of ndia. She regularly features in l ists of the most powerful women inusiness compiled by prominent publications, including Fortune andusiness Today. We seek your support in confirming the appointment of oopa Kudva in the ensuing Annual General Meeting.

e-appointments

s pe r the provisi ons of the Compa nies Act 2013 , U. B. Pra vin Raoetires at the ensuing Annual General Meeting and being eligible, seekse-appointment. The Board recommends his re-appointment.

he Companies Act, 2013, provides for the appointment of independentrectors. Sub-section (10) of Section 149 of the Companies Act, 2013

rovides that independent directors shall hold office for a term of upo five consecutive years on the board of a company; and shall beigible for re-appointment on passing a special resolution by the

hareholders of the Company Accordingly, all the independent directorsxcept for Roopa Kudva, who was appointed as additional director onebruary 4, 2015, were appointed by the shareholders either at theeneral meeting or through postal ballot as required under Section49(10). Further, according to Sub-section (11) of Section 149 , nodependent director shall be eligible for appointment for more than

wo consecutive terms of five years. Sub-section (13) states that therovisions of retirement by rotation as defined in Sub-sections (6) and

7) of Section 152 of the Act shall not apply to such independentrectors.

one of the independent directors will retire at the ensuing Annualeneral Meeting.

etirements and resignations

. G. Srinivas resigned as whole-time director with effect from June0, 2014. The Board places on record its appreciation for the services

endered by B. G. Srinivas during his tenure with the Company.

rinath Batni resigned as whole-time director with effect from July 31,014. The Board a ppreciates and thanks him for his efforts in d rivingelivery and quality excellence for the Company S. D. Shibulal resigneds CEO and MD with effect from July 31, 20 14. S. D. Shibulal is ao-founder of the Company and has played a seminal role in shaping itsestiny The Board places o n record its gratitude for the services

endered by Shibulal during his long association with the Company

. Gopalakrishnan resigned as a whole-time director and Executive Vicehairman of the Board with effect from June 14, 2014 and ason-executive Vice Chairman wi th effect from October 10, 201 4. As ao-founder, he has contributed to the Company''s progress through thearious roles he has played over the last 33 years. The Board thanks

m for his guidance and invaluable contribution.

arayana Murthy resigned as a whole-time director and Executivehairman of the Board with effect from June 14, 2014 and ason-Executive Chairman with effect from October 10, 2014. The Boardaces on record its deep sense of appreciation for the services

endered by Narayana Murthy, who is not just the founder of theompany, but also one of the architects of the Indian IT industry.arayana Murthy indicated that in line with the Company''s high

orporate governance standards and to avoid any perceived conflicts, itould not be appropriate for him to be the Chairman Emeritus of

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nfosys. The Board accepted his decision and thanked him for hission, leadership and guidance in making Infosys a globally respected

ompany.

nn M. Fudge retired as in depe nden t dire ctor with effect from Jun e 14 ,014. The Board thanks her for providing valuable guidance to theompany during her tenure.

r. Omkar Goswami retired as inde pendent director with effect fromecember 31, 2014. The Board places on record its sincere appreciation

or Dr. Omkar Goswami''s long and fruitful association with the Company.

arvatheesam Kanchinadham resigned as the Chief Risk & Compliancefficer and Company Secretary of the Company, with effect from January

0, 2015. The Board thanks Parvatheesam for the many roles he playeduring his tenure with the Company.

ommittees of the Board

urrently, the Board has five committees : the audit committee,omination and remuneration committee, corporate social responsibilityommittee, stakeholders relationship committee, and risk and strategyommittee. All committees, except the corporate social responsibi lityommittee, consist entirely of indepen dent directors.

de tailed note on the Board and its committees is p rovide d un der theorporate governance report section in this Annual Report. The

omposition of the committees and compliances, as per the applicablerovisions of the Act and Rules, are as follows :

mployees'' stock options / Restricted stock units

he Company has a 2011 RSU Plan which provides for the grant of estricted stock units (RSUs) to eligible employees of the Company.he Board placed the proposal of instituting the 2011 Plan to the

hareholders on August 30, 2011, and the shareholders approved theroposal on October 17, 2011 through a postal ballot. The maximumggregate number of shares that may be awarded under the Plan is6,67,200 (currently held b y the Infosys Limited Employees'' Welfarerust and adjusted for bonus shares issued) and the plan shall continue effect for a term of 10 years from the date of i nitial grant under

he plan. The RSUs will be issued at par value of equity shares. The011 Plan is administered by the management development andompensation committee, now known as the nomination and remunerationommittee (''the committee''), and through the Infosys Limitedmployees'' Welfare Trust (''the Trust'').

uring the year ended March 31, 2015, the Company made a grant of 7,067 RSUs (equivalent to 54,134 RSUs after adjusting for bonus issue

made in December 2014) to D r. Vishal Sikka, Chief Executive Officer andanaging Director. The RSUs will vest over a period of four years from

he date of the grant in the proportions specified in the awardgreement. The RSUs will vest subject to the a chievement of certain key

erformance indicators as set forth in the award a greement for eachpplicable year of the vesting tranche and continued employment throughach vesting date.

he details of the employee stock options / RSU plan form part of theotes to accounts of the financial statements in this Annual Re port.

irectors'' responsibility statement as required under Section 13 4(3)c) of the Companies Act, 2013

he financial statements are prepared in accordance with the Generallyccepted Accountin g Prin ciple s (GAAP) un der the hi storical costonvention on a ccrual basis except for certain financial instruments,hich are measured at fair values. GAAP comprises mandatory accounting

tandards as prescribed under Section 133 of the Companies Act, 2013the Act''), read with Rule 7 of the Co mpanies (Accounts) Rules,014, the provisions of the Act (to the extent notified) and g uidelinessued by the Securities and Exchange Board of India (SEBI). There are

o material dep artures from prescribed accounting standards in thedoption of these standards.

he directors confirm that :

n preparation of the annual accounts for the financial year endedarch 31, 2015, the applicable accounting standards have been followed.

The directors have selected such accounting policies and appliedhem consistently and made judgments and estimates that are reasonablend prudent so as to give a true and fair view of the state of affairsf the Company at the end of the financial year and of the profit andss of the Company for that period.

The directors have taken proper and sufficient care towards themaintenance of adequate accounting records in accordance with the

rovisions of this Act for safeguarding the assets of the Company an dor preventing and detecting fraud and other irregularities.

The directors have prepared the annual accounts on a going concernasis.

The directors have laid down internal financial controls, which aredequate and are operating effectively.

The directors have devised proper systems to ensure compliance withhe provisions of all applicable laws and such systems are adequate andperating effectively.

uditors'' ce rtificate on corpora te gove rnance

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s req uired by C lause 49 o f the L isting Agreeme nt, the a uditors''ertificate on corporate governance is enclosed as Annexure 5 to theoard''s report.

Auditors

tatutory auditors

t the An nual General Meeting held on June 14, 20 14, B S R & Co . LLP,hartered Accountants, were appointed a s statutory auditors of theompany to hold office till the conclusion of the Annual Generaleeting to be held in the calendar year 2018. In terms of the first

roviso to Section 139 of the Companies Act, 2013, the appoi ntment of he auditors shall be placed for ratification at every Annual General

eeting. Accordingly, the appo intment of B S R & Co. LLP, Charteredccountan ts, as statutory audi tors of the Compan y, is p laced for

atification by the shareholders. In this regard, the Company haseceived a certificate from the auditors to the effect that if they areeappointed, it would be in accordance with the provisions of Section41 of the Companies Act, 2013.

ecretarial auditor

arameshwar G. Hegde of Hegde & Hegde, Practicing Company Secretaries,as appoin ted to conduct the secretarial audit of the Company for the

nancial year 2014-15, as required under Section 204 of the Companiesct, 2013 and Rule s thereu nder. The secre tarial audi t repo rt for FY014-15 forms part of the Annual Report as Annexure 6 to the Board''s

eport.

he Board has appointed Parameshwar G. Hegde, Hegde & Hegde, Practicingompany Secretaries, as secretarial auditor of the Company for the

nancial year 2015-16.

ignificant and material orders

here are no significant and material orders passed by the regulatorsr courts or tribunals impacting the go ing concern status and C ompany''sperations in future.

xtract of annual return

n accordance with Section 134(3)(a) of the Companies Act, 2013, anxtract of the annual return in the prescribed format is appended asnnexu re 7 to the Board''s re port.

nternal financial control

he Board has adopted the policies and procedures for ensuring therderly and efficient conduct of its business, including adherence to

he Company''s policies, the safeguarding of its assets, the preventionnd detection of frauds and errors, the accuracy and completeness of

he accounting records, and the timely preparation of reliablenancial disclosures.

Corporate social responsibility

nfosys has been an early adopter of corporate social responsibilityitiatives. Along with sustained economic performance, environmental

nd social stewardship is a key factor for holistic business growth.he Company works with Infosys Foundation towards removing

malnutrition, improving healthcare infrastructure, supporting primaryducation, rehabilitating abandoned women and children, and preserving

ndian art and culture.

ver the years, we have been striving to achieve a fine balance of conomic, environmental and social imperatives, while also payingttention to the needs and expectations of our internal as well asxternal stakeholders. Our corporate social responsibility is notmited to philanthropy, but encompasses holistic community

evelopment, institution buil ding and sustainability relateditiatives.

s pe r the Compa nies Act, 2013, all compan ies h aving net w orth of Rs.500rore or more, or turnover of Rs. 1,000 crore or more or a net profit of s. 5 crore or more during any financial year are required to constitutecorporate social responsibil ity (CSR) committee of the Board of irectors comprising three or more directors, at least one of whom

hould be an independent director and such Company shall spend at least% of the a verage net profits of the Company''s three immediatelyreceding financial year. Accordingly, we spent Rs. 243 crore towards our SR activities in fiscal 2015.

ur CSR committee comprises K. V Kamath (Chairperson), R. Seshasayee,iran Mazumdar-Shaw and Dr. Vishal Sikka. The committee is responsible

or formulating and monitoring the CSR policy of the Company.

SR activities, as per the provisions of the C ompanies Act, 2013, may

e undertaken by the Company through a registered trust or a registeredociety. In 1996, Infosys set up the Infosys Foundation (''theoundation'') as a not-for-profit trust. The Foundation works closelyith and supports the Board and the committee in identifying and

mplementing CSR a ctivities. The Foundation also a ssists the Board a ndhe committee in reporting progress of deployed initiatives and in

making appropriate disclosures (internal / external) on a periodicasis.

etails about the CSR policy and initiatives taken by the Company onorporate Social Responsibility during the year is available on our ebsite, http://www.injosys.com/investors/corporate-governance/Pages/

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olicies.aspx. The annual report on our CSR activities is appended asnnexu re 8 to the Board''s re port.

fosys Foundation

he Infosys Foundation was established in 1996 as a not-for-profitust to conduct social welfare activities. Over the years, theoundation has initiated, guided and conducted several programs inducation, healthcare, disaster relief and rural develo pment.

n fiscal 2015, the Foundation''s work spanned a wide range of ctivities such as sponsoring various organ izations that promote localrts and culture, funding professorships and scholarships at institutesf higher ed ucation, funding community healthcare initiatives inhennai, Bengaluru and Mumbai, and aiding welfare initiatives in remote

ural areas and tribal areas in Arunachal Pradesh and Odisha. Theoundation also sponsored programs providing for the care of the

estitute in several states. A more detailed report on the Foundation''sctivities during fiscal 2015 forms part of the Infosys Foundation''seport and is available on our website, www.infosys.com.

We would like to thank the hon orary trustees of the Foundation, whoontinue to devote their valuable time and energy in planning,recting and moni toring its activities.

nfosys Foundation USA

he Infosys Foundation USA''s (''the Foundation'') proposed charter as approved by the CSR Committee of the Board in January 2015 with a

ocus on bridging the digital divide in the U.S. The trustees of nfosys Foundation USA are Vandana Sikka (Chai rperson), Sudha Murty andandeep Dadlani. The Foundation is committed to making qualityomputing education widely and easily accessible to everyone -respective of exposure, lack of resources, prior skills or roficiency. From enabling computer education in K-12, to supporting

esearch in computer science, and empowering adults with IT traininghat enhances their employability, the Foundation is on a mission toatalyze a human revolution. An initial outlay of US $10 million waspproved for the Foundation''s activities by the CSR committee of theoard. During fiscal 2014-15, the Foundation disbursed US $126,378

owards various CSR activities.

he ACM - Infosys Foundation Award

he ACM, Association for Computing Machine ry, and the Infosysoundation award set up in 2007 recognizes the finest recentnovations by young scientists and system developers in the computing

eld each year. An endowment from the Infosys Foundation providesnancial support for the US $175,000 annual award.

an Boneh, professor of Computer Science and Electrical Engineering attanford University, won the 201 4 award for his contributions to theround-breaking development of pairing-based cryptography and its

pplication in identity-based encryption. His work established theeld of pairing-based cryptography, the dominant area in cryptographyor the last decade, by demonstrating the use of pairing functions toolve wide variety of problems in cryptography. Boneh, with Mattranklin, showed how pairings could be used to develop a fully

unctional identity-based encryption scheme (IBE). This ushered in ahole new area of cryptography research to which Boneh''s contributionsave been central. IBE makes security mechanisms easier to use andeploy, and improves computer security to keep d ata, devices andritical systems safe, private and accessible.

ustainability initiatives

ur sustainability charter is driven by our core values and ethics.ur sustainability actions encompass economic, social and en vironmentalmensions.

We continue to advocate and influence positive and affirmative

ustainability actions across the globe. Our CEO and MD, Dr. Vishalikka, and several senior leaders participated in the World Economicorum in Davos in January 2015, and engaged in discussions with globaladers on this year''s theme, ''The new global context''.

fter Infosys be came the first IT Compa ny i n the world to pub lish austainability report using the Global Reporting Initiative (GRI) G4omprehensive guidelines in 2014, GRI Focal Point India invited Infosys

o co-facilitate workshops to share our learnings.

Working with the community to facilitate larger social development isart of the Infosys culture. It is deeply ingrain ed in the ethos of theompany and amplified through actions, championed by leaders

hemselves.

hrough our organization-led projects such as Campus Connect, Ruraleach and SPARK, we have successfully harnessed our reach and resources

o encourage students in rural India to pursue higher education,

rovide infrastructure for government schools, an d train faculty acrosschools and colleges. We work closely with educational institutionscross the country to improve access to quality education offered inchools and universities.

nfosys also provides a platform for employees to engage inolunteering at our Development Centers (DCs) around the world where

hey are based. The CSR and Eco Clubs work with local initiatives andre powered entirely by employees in that location.

his year, the Clean India Campaign sparked off a chain of programs —eanliness of the heart, mind, body, surroundings and neighborhoods

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— which was rolled out in most of our campuses across India.

n the environmental front, focused efforts on smart building systems,etrofits, new building designs with an effective envelope, andenewable energy, have significantly reduced our energy consumption inhe last seven years. We pioneered the radiant cooling technology inndia through radiant slab and radiant panel-based cooling systems. Weave installed smart water meters across our campuses. We have bee nersistent in our efforts to ensure reuse, recycling and responsiblesposal of waste to minimize the amount of waste going to landfills.

n our efforts to achieve our goal of sourcing 100% of our electricityequirements from renewables by fiscal 2018, we have continued to

vest in solar energy across our campuses.

onservation of energy, research and development, technologybsorption, foreign exchange earnings and outgo

he particulars as prescribed under Sub-section (3)(m) of Section 134f the Companies Act, 2013, read with the Companies (Accounts) Rules,014, are enclosed as Annexure 9 to the Board''s report.

usiness Responsibility Report

EBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012,mandated inclusion of the Business Responsibility Report (BRR) as part

f the Annual Report for listed entities. In compliance with the saidrcular, we have provided the BRR as part of our Annual Report. Weso publi sh the Infosys Sustainability Report annua lly. Our report

ollows the GRI G4 framework. This is a comprehensive report thatovers all aspects of our sustainability activities. The report isudited by a n external auditor, Det Norske Veritas Germanischer Lloyd

DNV GL).

reen initiatives

uring fiscal 2011, we started a sustainability initiative with the aimf going green and minimizing our impact on the environment. Like therevious years, this year too, we are publishing o nly the statutorysclosures in the print version of the Annual Report. Additionalformation is available on our website, www.infosys.com.

lectronic copies of the Annual Report 2014-15 and Notice of the 34thnnua l Gen eral Meeting are se nt to a ll members whose email addre ssesre registered with the Company / Depository Participant(s). For

members who have not registered their email addresses, physical copiesf the Annual Report 2015 and the Notice of the 34th Annual Generaleeting are sent in the permitted mode. Members requiring physical

opies can send a request to the Company.

he Company provides e-voting facility to all its members to enablehem to cast their votes electronically on all resolutions set forth inhe Notice. This is pursuant to Section 108 of the Companies Act, 2013nd Rule 20 of the Companies (Management and Administration) Amendment

ules, 2015. The instructions for e-voting are provided in the Notice.

nfosys Science Foundation

he Infosys Science Foundation (ISF), a not-for-profit trust, was setp in 2009 by Infosys, its founders and a few of its management, toromote research in the sciences. The Infosys Prize, instituted by the

SF, recognizes exemplary research by scholars and scientists connectedo India. It hopes to inspire young Indians to choose a vocation incientific research.

he prize categories and the names of the win ners of the Infosys Prize014 are as follows :

ategory Winners

ngineering and Prof. Jayant Haritsaomputer Science Indian Institute of Sdence India

umanities Prof. Shamnad Basheer Increasing Diversity byIncreasing Access / SpicyIP India

fe Sciences Prof.Shubha Tole

Tata Institute of Fundame ntalResearch, India

athematical Prof. Madhu Sudan

cience s Massachuse tts Institute of Technolo gy / Microsoft, U.S.

hysical Sciences Dr. Srivari Chandrasekhar

Council of Scientific and IndustrialResearch — Indian Institute ofChemical Technology, India

ocial Sciences Prof. Esther DufloMassachuse tts Institute of Technol ogy/

Abdul Latif Jame el Po verty Action Lab, U.S.

he Infosys Prize 2014 presentation ceremony was held in Kolkata at Tajengal on January 5, 2015. The President of India, Pranab Mukherjee,ongratulated the winners and sent a video address that was played ate ceremony. The Chie f Guest, Nobe l Laureate economi st, Prof. Amartyaen, felicitated the laureates in the six categories with a 22 karatold medal, a citation and a prize purse of Rs. 65 lakh, tax-free in

ndia. The prize money was increased from Rs. 55 lakh to Rs. 65 lakh thisear. ISF also hosts the Infosys Science Foundation lectures

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nationwide publ ic talks by jurors and laureates of the Infosys Prizen their work), school events and contests in the hope of capturing thettention and imagination of the youth. In keeping with its mission of opularizing science in India, the ISF instituted a new program,nanadeepa, to train middle-school mathematics and science teachersom rural areas. Held at Infosys, Mysuru, the pilot initially targeted00 government school teachers in Karnataka and was attended by over 30 participants from all 34 educational districts in the state. For

more details on the activities and the trustees of the Infosys Scienceoundation, visit our website, www.infosys-science-foundation.com.

cknowl edgme nts

We thank our customers, vendors, investors and bankers for their ontinued support during the year. We place on record our appreciationf the contribution made by our employees at all levels. Our consistentrowth was made possible by their hard work, solidarity, cooperation

nd support. We thank the governments of various countries where weave our operations. We also thank the Government of India,articularly the Ministry of Communication an d Information Technology,e Ministry of Commerce, the Ministry of Finance, the Ministry of orporate Affairs, the Customs and Excise Departments, the Income Taxepartment, the Reserve Bank of India, the State Governments, theoftware Technology Parks (STPs) / Special Economic Zones (SEZs) -engaluru, Bhubaneswar, Chandigarh, Chennai, Gurgaon, Hyderabad,

ndore, Jaipur, Mangaluru, Mysuru, Nagpur, Noida, Pune, andhiruvananthapuram and other government agencies for their support, andok forward to their continued support in the future.

for and on behalf of the Board of Directors

K. V. Kamath Dr.Vishal Sikka R. Seshasaye e

hennai Chairman Chief ExecutiveOfficer and Director

pril 24, 2 015 Manag ing Director

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