UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

OR

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 20202021

OR

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to _________

OR

Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report________

Commission File Number 001-35754

INFOSYS LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Bengaluru, Karnataka, India

(Jurisdiction of incorporation or organization)

Electronics City, Hosur Road, Bengaluru, Karnataka, India 560 100. +91-80-2852-0261

(Address of principal executive offices)

Nilanjan Roy, Chief Financial Officer, +91-80-4116-7931

nilanjan.roy@infosys.com

Electronics City, Hosur Road, Bengaluru, Karnataka, India 560 100.

(Name, telephone, e-mail and / or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol

 

Name of Each Exchange on Which Registered

American Depositary Shares each represented

by one Equity Share, par value 5/₹5/- per share

 

INFY

 

New York Stock Exchange (NYSE)

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None.

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: 4,258,992,5664,260,660,846 Equity Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes  No 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of large accelerated filer, accelerated filer and emerging growth company in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer 

 

 

Accelerated filer 

 

 

 

 

 

 

Non- accelerated filer 

 

 

Emerging growth company 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  International Financial Reporting Standards as issued by the International Accounting Standards Board  Other 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

 



Currency of presentation and certain defined terms

In this Annual Report on Form 20-F, references to “U.S.” or “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “$” or “dollars” or “U.S. dollars” are to the legal currency of the United States and references to “₹” or “Rupees” or “Indian rupees” are to the legal currency of India. Our consolidated financial statements are presented in U.S. dollars and are prepared in accordance with the International Financial Reporting Standards (IFRS)(“IFRS”) as issued by the International Accounting Standards Board.Board (“IASB”). References to a particular “fiscal” year are to our fiscal year ended March 31 of such year.

All references to “we,” “us,” “our,” “Infosys,” “Company” or the “Group” shall mean Infosys Limited and our consolidated subsidiaries unless specifically indicated otherwise or the context indicates otherwise. “Infosys” is a registered trademark of Infosys Limited in countries including United States, India, United Kingdom and Australia. All trademarks or trade names used in this Annual Report on Form 20-F are the property of their respective owners.

All references to “IT services” exclude business process management services, products and platforms business.

Except as otherwise stated in this Annual Report on Form 20-F, all translations from Indian rupees to U.S. dollars are based on the fixing rate in the city of Mumbai on business days for cable transfers in Indian rupees as published by the Foreign Exchange Dealers’ Association of India, or FEDAI.

On March 31, 2020,2021, this exchange rate was ₹75.67₹73.11 per $1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into U.S. dollars at such a rate or any other rate. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding off.

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 20-F contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and that are based on our current expectations, assumptions, estimates and projections about the Company, our industry, economic conditions in the markets in which we operate, and certain other matters. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘seek’, ‘should’ and similar expressions. Those statements include, among other things, risks and uncertainties regarding COVID-19 and the effects of government and other measures seeking to contain its spread, the discussions of our business strategy, including the localization of our workforce and investments to re-skill our employees and expectations concerning our market position, future operations, margins, profitability, liquidity, capital resources, wage increases in India, change in the Indian regulations governing wages, restrictions on immigration in the US, and corporate actions.actions including timely completion of the proposed buy-back of our equity shares. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results or outcomes to differ materially from those implied by the forward-looking statements. Important factors that may cause actual results or outcomes to differ from those implied by the forward-looking statements include, but are not limited to, those discussed in the ‘Risk Factors’ section in this Annual Report.Report on Form 20F. In light of these and other uncertainties, you should not conclude that the results or outcomes referred to in any of the forward-looking statements will be achieved. All forward-looking statements included in this Annual Report on Form 20F are based on information and estimates available to us on the date hereof, and we do not undertake any obligation to update these forward-looking statements unless required to do so by law.


Table of Contents

 

Part I

Item 1.

Identity of Directors, Senior Management and Advisers

Item 2.

Offer Statistics and Expected Timetable

Item 3.

Key Information

Item 4.

Information on the Company

Item 4A.

Unresolved Staff Comments

Item 5.

Operating and Financial Review and Prospects

Item 6.

Directors, Senior Management and Employees

Item 7.

Major Shareholders and Related Party Transactions

Item 8.

Financial Information

Item 9.

The Offer and Listing

Item 10.

Additional Information

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Item 12.

Description of Securities Other than Equity Securities

Part II

Item 13.

Defaults, Dividend Arrearages and Delinquencies

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.

Controls and Procedures

Item 16A.

Audit Committee Financial Expert

Item 16B.

Code of Ethics

Item 16C.

Principal Accountant Fees and Services

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16F.

Change in Registrant’s Certifying Accountant

Item 16G.

Corporate Governance

Item 16H.

Mine Safety Disclosure

Part III

Item 17.

Financial Statements

Item 18.

Financial Statements

Item 19.

Exhibits

 


Part I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.


Item 3. Key Information

SELECTED FINANCIAL DATA

Summary of Consolidated Financial Data

You should read the summary consolidated financial data below in conjunction with the Company'sCompany’s consolidated financial statements and the related notes, as well as the section titled “Operating and Financial Review and Prospects,” all of which are included elsewhere in this Annual Report on Form 20-F. The summary consolidated statement of comprehensive income for the year ended March 31, 2021, March 31, 2020, March 31, 2019 and March 31, 2018 and the summary consolidated balance sheetBalance Sheet data as of March 31, 2021, March 31, 2020, March 31, 2019 and March 31, 2018 have been derived from our consolidated financial statements and related notes which have been audited by Deloitte Haskins & Sells LLP (successor auditor) consequent to mandatory auditor rotation regulation in India. The summary consolidated statement of comprehensive income for the years ended March 31, 2017 and 2016 and the summary consolidated balance sheet data as of March 31, 2017 and March 31, 2016 have been derived from our consolidated financial statements and related notes which have been audited by KPMG (predecessor auditor). The summary consolidated comprehensive income data and the summary consolidated Balance Sheet data given below have been prepared and presented in accordance with International Financial Reporting Standards (IFRS)IFRS as issued by International Accounting Standards Board.IASB. Historical results are not necessarily indicative of future results.

 

(Dollars in millions except equity share and per equity share data)

 

Summary of Comprehensive Income

 

Fiscal

 

 

Fiscal

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

Revenues

 

 

12,780

 

 

 

11,799

 

 

 

10,939

 

 

 

10,208

 

 

 

9,501

 

 

 

13,561

 

 

 

12,780

 

 

 

11,799

 

 

 

10,939

 

 

 

10,208

 

Cost of sales

 

 

8,552

 

 

 

7,687

 

 

 

7,001

 

 

 

6,446

 

 

 

5,950

 

 

 

8,828

 

 

 

8,552

 

 

 

7,687

 

 

 

7,001

 

 

 

6,446

 

Gross profit

 

 

4,228

 

 

 

4,112

 

 

 

3,938

 

 

 

3,762

 

 

 

3,551

 

 

 

4,733

 

 

 

4,228

 

 

 

4,112

 

 

 

3,938

 

 

 

3,762

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

664

 

 

 

638

 

 

 

552

 

 

 

535

 

 

 

522

 

 

 

624

 

 

 

664

 

 

 

638

 

 

 

552

 

 

 

535

 

Administrative expenses

 

 

840

 

 

 

778

 

 

 

727

 

 

 

707

 

 

 

654

 

 

 

784

 

 

 

840

 

 

 

778

 

 

 

727

 

 

 

707

 

Total operating expenses

 

 

1,504

 

 

 

1,416

 

 

 

1,279

 

 

 

1,242

 

 

 

1,176

 

 

 

1,408

 

 

 

1,504

 

 

 

1,416

 

 

 

1,279

 

 

 

1,242

 

Operating profit

 

 

2,724

 

 

 

2,696

 

 

 

2,659

 

 

 

2,520

 

 

 

2,375

 

 

 

3,325

 

 

 

2,724

 

 

 

2,696

 

 

 

2,659

 

 

 

2,520

 

Other income, net

 

 

395

 

 

 

411

 

 

 

513

 

 

 

459

 

 

 

476

 

 

 

297

 

 

 

395

 

 

 

411

 

 

 

513

 

 

 

459

 

Finance cost(1)

 

 

(24

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26

 

 

 

24

 

 

 

 

 

 

 

 

 

 

Reduction in the fair value of

Disposal Group held for sale(2)

 

 

 

 

 

(39

)

 

 

(18

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39

)

 

 

(18

)

 

 

 

Adjustment in respect of excess of

carrying amount over recoverable

amount on reclassification from

"Held for Sale" (2)

 

 

 

 

 

(65

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65

)

 

 

 

 

 

 

Share in associate’s loss, including

impairment

 

 

 

 

 

 

 

 

(11

)

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

(5

)

Profit before income taxes

 

 

3,095

 

 

 

3,003

 

 

 

3,143

 

 

 

2,974

 

 

 

2,851

 

 

 

3,596

 

 

 

3,095

 

 

 

3,003

 

 

 

3,143

 

 

 

2,974

 

Income tax expense (3)

 

 

757

 

 

 

803

 

 

 

657

 

 

 

834

 

 

 

799

 

 

 

973

 

 

 

757

 

 

 

803

 

 

 

657

 

 

 

834

 

Net profit

 

 

2,338

 

 

 

2,200

 

 

 

2,486

 

 

 

2,140

 

 

 

2,052

 

 

 

2,623

 

 

 

2,338

 

 

 

2,200

 

 

 

2,486

 

 

 

2,140

 

Profit attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the company

 

 

2,331

 

 

 

2,199

 

 

 

2,486

 

 

 

2,140

 

 

 

2,052

 

 

 

2,613

 

 

 

2,331

 

 

 

2,199

 

 

 

2,486

 

 

 

2,140

 

Non-controlling interests

 

 

7

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

7

 

 

 

1

 

 

 

 

 

 

 

Earnings per equity share: (4)(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic ($)

 

 

0.55

 

 

 

0.51

 

 

 

0.55

 

 

0.47

 

 

 

0.45

 

 

 

0.62

 

 

 

0.55

 

 

 

0.51

 

 

 

0.55

 

 

0.47

 

Diluted ($)

 

 

0.55

 

 

 

0.51

 

 

 

0.55

 

 

0.47

 

 

 

0.45

 

 

 

0.61

 

 

 

0.55

 

 

 

0.51

 

 

 

0.55

 

 

0.47

 

Weighted average equity shares used

in computing earnings per equity

share: (4)(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4,257,754,522

 

 

 

4,347,130,157

 

 

 

4,510,664,644

 

 

 

4,571,278,894

 

 

 

4,571,232,320

 

 

 

4,242,416,665

 

 

 

4,257,754,522

 

 

 

4,347,130,157

 

 

 

4,510,664,644

 

 

 

4,571,278,894

 

Diluted

 

 

4,265,144,228

 

 

 

4,353,420,772

 

 

 

4,515,147,740

 

 

 

4,572,793,490

 

 

 

4,571,437,788

 

 

 

4,250,732,467

 

 

 

4,265,144,228

 

 

 

4,353,420,772

 

 

 

4,515,147,740

 

 

 

4,572,793,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividend per Equity Share

($) (4)(5)(6)

 

 

0.26

 

 

 

0.40

 

 

 

0.22

 

 

 

0.20

 

 

 

0.20

 

Cash dividend per Equity Share

(₹) (4)(5)

 

 

18.50

 

 

 

26.25

 

 

 

13.88

 

 

 

12.63

 

 

 

12.38

 

Cash dividend per Equity Share

($) (2)(3)(4)

 

 

0.29

 

 

 

0.26

 

 

 

0.40

 

 

 

0.22

 

 

 

0.20

 

Cash dividend per Equity Share

(₹) (2)(3)

 

 

21.50

 

 

 

18.50

 

 

 

26.25

 

 

 

13.88

 

 

 

12.63

 

 


(1)

Finance cost is on account of adoption of IFRS 16“Leases”. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Effective April 1, 2019, we applied the guidance of IFRS 16 using the modified retrospective method. Refer to Note 2.8 in Item 18 of this Annual Report on Form 20-F for further details.


(2)(

During fiscal 2018, the Company’s wholly owned subsidiaries Kallidus and Skava (together referred to as “Skava”) and Panaya were classified under ‘Held for Sale’, resulting in a reduction in fair value in respect of Panaya amounting to $18 million. During fiscal 2019, a further reduction of $39 million was recorded in respect of Panaya.

During fiscal 2019, the Company concluded that the criteria for classification as ‘Held for Sale’ was not being met since it was no longer highly probable that the sale will be consummated by March 31, 2019. On reclassification of Panaya and Skava from ‘Held for Sale’, the Company recognized an adjustment in respect of excess of carrying amount over recoverable amount of $65 million in respect of Skava.

Refer to Note 2.10 in Item 18 in this Annual Report for further details.

(3)2

In December 2017, on account of the conclusion of an Advance Pricing Agreement (“APA”) with the U.S. Internal Revenue Service (“IRS”), the Company had reversed an income tax provision of $225 million, which pertained to previous periods.

(4))

Adjusted for September 2018 bonus issue, wherever applicable.

(5)(3)

Represents per share value of dividends- interim, final and special (wherever applicable), paid during the fiscal year. Excludes corporate dividend tax.

(6)(4)

Converted at the monthly exchange rate in the month of declaration of dividend.

 

 

 

 

 

 

(Dollars in millions except equity share data)

 

 

 

 

 

 

(Dollars in millions except equity share data)

 

Balance Sheet Data

 

As of March 31,

 

 

As of March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

Cash and cash equivalents

 

 

2,465

 

 

 

2,829

 

 

 

3,041

 

 

 

3,489

 

 

 

4,935

 

 

 

3,380

 

 

 

2,465

 

 

 

2,829

 

 

 

3,041

 

 

 

3,489

 

Current investments

 

 

615

 

 

 

958

 

 

 

982

 

 

 

1,538

 

 

 

11

 

 

 

320

 

 

 

615

 

 

 

958

 

 

 

982

 

 

 

1,538

 

Net current assets(1)

 

 

4,455

 

 

 

4,951

 

 

 

5,243

 

 

 

6,121

 

 

 

5,804

 

 

 

5,043

 

 

 

4,455

 

 

 

4,951

 

 

 

5,243

 

 

 

6,121

 

Assets held for sale(2)

 

 

 

 

 

 

 

 

316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

316

 

 

 

 

Non-current assets

 

 

5,048

 

 

 

4,608

 

 

 

4,582

 

 

 

4,572

 

 

 

3,576

 

 

 

6,518

 

 

 

5,048

 

 

 

4,608

 

 

 

4,582

 

 

 

4,572

 

Total assets

 

 

12,260

 

 

 

12,252

 

 

 

12,255

 

 

 

12,854

 

 

 

11,378

 

 

 

14,825

 

 

 

12,260

 

 

 

12,252

 

 

 

12,255

 

 

 

12,854

 

Liabilities directly associated

with assets held for sale(2)

 

 

 

 

 

 

 

 

50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50

 

 

 

 

Non-current liabilities

 

 

802

 

 

 

159

 

 

 

131

 

 

 

56

 

 

 

56

 

 

 

1,059

 

 

 

802

 

 

 

159

 

 

 

131

 

 

 

56

 

Non-controlling interests

 

 

55

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

60

 

 

 

55

 

 

 

9

 

 

 

 

 

 

 

Total equity

 

 

8,701

 

 

 

9,400

 

 

 

9,960

 

 

 

10,637

 

 

 

9,324

 

 

 

10,502

 

 

 

8,701

 

 

 

9,400

 

 

 

9,960

 

 

 

10,637

 

Total Liabilities and equity

 

 

12,260

 

 

 

12,252

 

 

 

12,255

 

 

 

12,854

 

 

 

11,378

 

 

 

14,825

 

 

 

12,260

 

 

 

12,252

 

 

 

12,255

 

 

 

12,854

 

Number of shares

outstanding (6)(3)

 

 

4,258,992,566

 

 

 

4,356,279,444

 

 

 

4,368,228,514

 

 

 

4,593,889,328

 

 

 

4,593,889,328

 

 

 

4,260,660,846

 

 

 

4,258,992,566

 

 

 

4,356,279,444

 

 

 

4,368,228,514

 

 

 

4,593,889,328

 

 

(1)

For fiscal 2018, ‘net current assets’ is defined as current assets minus current liabilities, excluding assets held for sale and liabilities directly associated with assets held for sale.

(2)

During fiscal 2018, the Company’s wholly owned subsidiaries Kallidus and Skava (together referred to as “Skava”) and Panaya were classified under ‘Held for Sale’. Accordingly, assets amounting to $316 million and liabilities amounting to $50 million in respect of disposal group had been classified under ‘Held for Sale’.

During fiscal 2019, the Company concluded that the criteria for classification as held for sale was not being met since it was no longer highly probable that the sale will be consummated by March 31, 2019. On reclassification of Panaya and Skava from ‘Held for Sale’, the assets and liabilities of Panaya and Skava have been included on a line by line basis in the Consolidated Balance sheet. Refer to Note 2.10 in Item 18 in this Annual Report for further details.

(3)

Par value of ₹5 each.

(4)(2)

Includes treasury shares.


(5)(3)

Adjusted for September 2018 bonus issue, wherever applicable.

(6)

The buyback of equity shares through the stock exchange started in March 20, 2019 and was completed on August 26, 2019.

97,867,266 equity shares were bought back from the Indian stock exchanges during fiscal 2020 and 12,652,000 equity shares were purchased through the stock exchange during fiscal 2019.

113,043,478 equity shares (not adjusted for the September 2018 bonus issue) were bought back by the Company during fiscal 2018.

Exchange rates

Our functional currency is the Indian rupee. We generate a major portion of our revenues in foreign currencies, particularly the U.S. dollar, the Euro, the Australian dollar and the United Kingdom Pound Sterling, whereas we incur a significant portion of our expenses in U.S. dollar and Indian rupees. The exchange rate between the rupee and the U.S. dollar has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are affected as the rupee fluctuates against the U.S. dollar and other foreign currencies. For fiscal 2021, 2020, 2019, 2018 2017 and 2016,2017, U.S. dollar denominated revenues represented 66.5%, 67.5%, 67.3%, 67.7%, and 69.6% and 69.9% of total revenues, respectively. For the same respective periods, revenues denominated in the Euro represented 13.4%, 12.4%, 11.9%, 11.3%, and 9.6% and 9.3% of total revenues while revenues denominated in the Australian dollar represented 6.9%, 6.8%, 7.9%, 7.8%, and 7.3% and 6.9% of total revenues, revenues denominated in United Kingdom Pound Sterling represented 4.6%, 4.9%, 5.0%, 5.3%, and 5.8% and 6.6% of total revenues, respectively. As such, our exchange rate risk primarily arises from our foreign currency revenues, receivables and payables.

Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will also affect the U.S. dollar equivalent of the Indian rupee price of our equity shares on the Indian stock exchanges and, as a result, will likely affect the market price of our American Depositary Shares (ADSs). Such fluctuations also impact the U.S. dollar conversion by the depositary of any cash dividends paid in Indian rupees on our equity shares represented by the ADSs.

Risk Factors

Investing in our ADSs, involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 20-F, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our ADSs. If any of the risks actually occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the market price of our equity shares and ADSs could decline, and you could lose


part or all of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Our revenues are difficult to predict and can vary significantly from period-to-period, which could cause our share price to decline. Therefore, period-to-period comparisons of the results of our operations should not be relied upon as an indication of our future performance. It is possible that in the future, our results of operations may be below the expectations of market analysts and our investors or our own guidance, which could cause the price of our equity shares and our ADSs to decline.

Outlined below are some of the risks that could potentially cause our revenues and profitability to fluctuate. While the summary below provides an indication of the risks that we face, readers should read the detailed risk factors that follow for a deeper understanding of the risk factor, steps taken by the organization to mitigate them and the potential consequential impact on our business, profitability, growth and reputation.

1.

Risks related to the global COVID-19 health pandemic

Global

a.

The COVID-19 pandemic is a global humanitarian and health crisis, that continues to impact key geographies that we operate in. While vaccines have been made available, there are delays in vaccinating larger populations, increased instances of variants and infections, and consequential stress on the health sector. India, where most of our operations are located, is experiencing a second wave of infections, including new variants of the COVID-19 virus. In addition, India may experience future waves, which may further stress the healthcare ecosystem. This may impact our ability to service our customer requirements on time as a portion of our employees may be absent from the work owing to health issues or to tend to their families.

b.

Our exposure to cyber security and data privacy breach incidents may increase due to a large number of employees working remotely. This in turn can hinder our ability to continue services and/or operations, impacting revenue, profitability and reputation.

c.

The productivity of our employees may be negatively impacted due to isolated remote working from home, quarantine requirements, negative social sentiment and personal anxiety.

2.

Risks related to the markets in which we and our clients operate

a.

Spending on technology products and services by our clients and prospective clients fluctuates depending on many factors, including both the economic and regulatory environment in the markets in which they operate.

b.

Per-country restrictions on visas, costs increases in obtaining such visas, increases in required minimum wage levels for visa dependent employees, and/ or increased enforcement may affect our ability to compete for, and provide services to clients in certain work location / countries, which could adversely affect our business, results of operations, and financial condition.

c.

A large part of our revenues is dependent on our limited number of clients, and the loss of any one of our major clients could significantly impact our business.

d.

Financial stability of our clients may be affected owing to several factors such as the demand and supply challenges, currency fluctuations and other macroeconomic condition which may adversely impact our ability to recover fees for the services rendered to them.

e.

Intense competition in the market for technology services could affect our win rates and pricing, which could reduce our market share and decrease our revenues and/or our profits.


3.

Risks related to the investments we make for our growth

a.

Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology and in the industries on which we focus.

b.

We may engage in acquisitions, strategic investments, strategic partnerships or alliances or other ventures that may or may not be successful.

4.

Risks related to our cost structure

a.

Our expenses are difficult to predict and can vary significantly from period to period, which could cause fluctuations to our profitability.

b.

Any inability to manage our growth could disrupt our business, reduce our profitability and adversely impact our ability to implement our growth strategy.

c.

We are investing substantial cash in new facilities and physical infrastructure, and our profitability could be reduced if our business does not grow proportionately. Wage pressures in India and the hiring of employees outside India may prevent us from sustaining some of our competitive advantage and may reduce our profit margins.

5.

Risks related to our employee workforce

a.

Our success depends largely upon our highly skilled technology professionals and our ability to hire, attract, motivate, retain and train these personnel.

6.

Risks related to our contractual obligations

a.

Our failure to complete fixed-price (including maintenance) and fixed-timeframe contracts, or transaction-based pricing contracts, within budget and on time, may negatively affect our profitability.

b.

Our client contracts are often conditional upon our performance, which, if unsatisfactory, could result in lower revenues than previously anticipated.

c.

Our work with governmental agencies may expose us to additional risks.

7.

Risks related to our operations

a.

Our reputation could be at risk and we may be liable to our clients or to regulators for damages caused by inadvertent disclosure of confidential information and sensitive data.

b.

Our reputation could be at risk and we may be liable to our clients for damages caused by cyber security incidents.

c.

Our reputation may be impacted and we may incur financial liabilities if privacy breaches and incidents under General Data Protection Regulation (GDPR) adopted by the EU or other data privacy regulations across the globe are attributed to us or if we are not able to take necessary steps to report such breaches and incidents to regulators and data subjects, wherever applicable, within the stipulated time. Further, any claim from our clients for losses suffered by them due to privacy breaches caused by our employees may impact us financially and affect our reputation.

d.

The markets in which we operate are subject to the risk of earthquakes, floods, tsunamis, storms, pandemics and other natural and manmade disasters.


e.

The safety of our employees, assets and infrastructure may be affected by untoward incidents beyond our control, impacting business continuity or reputation.

f.

Our reputation, access to capital and longer-term financial stability could be at risk if we are unable to meet our stated goals under our 2030 ESG vision.

8.

Risks related to legislation and regulatory compliance

a.

Due to the COVID-19 pandemic and the corresponding substantial increases in unemployment rates across certain countries in which we operate, including the United States, United Kingdom, EU and Australia, governments have led and may in the future lead to the enactment of restrictive legislations that could limit companies in those countries from outsourcing work to us, or could inhibit our ability to staff client projects in a timely manner thereby impacting our revenue and profitability. 

9.

Risks related to the ADSs

a.

The price of our ADSs and the U.S. dollar value of any dividends we declare may be negatively affected by fluctuations in the U.S. dollar to Indian rupee exchange rate.

b.

ADS holders may be restricted in their ability to exercise voting rights.

c.

ADS holders may be restricted in their ability to participate in a buy-back of shares offered by us.

d.

The reintroduction of dividend distribution tax rate or introduction of new forms of taxes on distribution of profits or changes to the basis of application of these taxes could materially affect the returns to our shareholders.

Risks related to global COVID-19 health pandemic from COVID 19 (COVID-19) related risks:pandemic:

The COVID-19 pandemic is a global humanitarian and health crisis.crisis, that continues to impact key geographies that we operate in, with many countries reporting a second wave and third wave of infections. The actions taken by various governments to contain the pandemic, such as closing of borders and lockdown restrictions, has resulted in significant disruption to people and businesses. While vaccines have been made available, there are delays in vaccinating larger populations, increased instances of variants and infections, and consequential stress on the health sector. Consequently, market demand in some segments and supply chains have been affected, significantlyaffected. India, where most of our operations are located, is experiencing a second wave of infections, including new variants of the COVID-19 virus. There is marked increase in the number of cases across regions where our development centers are located, and a small percentage of our employees or their families are adversely affected. We have initiated several interventions to help our employees and their families including establishing COVID Care Centers, vaccination centers and providing them access to medical care facilities. However, the continued stress on the medical infrastructure and increasing cases in the riskcountry may impact the health and safety of our employees. In addition. India may experience future waves which may further stress the healthcare ecosystem if we are unable to vaccinate significant portion of our employees by that time. This may impact our ability to service our customer requirements on time as a global economic recession.portion of our employees may be absent from the work owing to health issues or to tend to their families.


The COVID-19 pandemic has impacted, and may further impact, all of our stakeholders – employees, clients, investors and communities we operate in. OurDuring fiscal 2021, the impact ofon revenue due to supply and demand risks we experienced from the COVID-19 in the fourth quarter of fiscal 2020pandemic was not significant. Further, due to the uncertainty surrounding this risk and the unavailability of a certified vaccine or cure to-date, we have not been able to provide investors with any revenue or profit guidance for fiscal 2021. COVID-19 pandemic has heightened several other risks that are described in this section. Some of the specific consequent risks related to the occurrence of COVID-19 pandemic that have materialized include:

ManySome of our clients’ business operations have been negatively impacted due to the economic downturn - resulting in postponement, termination, suspension of some ongoing projects with us and/or reduced demand for our services and solutions;in the initial periods of the financial year;

Our ability to continue to delivermeet service delivery obligations while our employees work from home are sometimes constrained by contractual terms with our clients and are therefore dependent on receiving the requisite approvals from them in time. Since few of our clients did not give us the required permissions, or there were delays in obtaining them, our service delivery was marginally disrupted, impacting our revenue and profitability;time;

Restrictions on travel have marginally impacted our ability to assign and deploy people at required locations and times to deliver contracted services, thereby impacting our revenue and/or profitability;

A small portion of revenue could not be recognized as we did not receive consent from clients for the work completed by our employees remotely on their projects;

Our profitability may behas been marginally impacted as some clients have sought price reductions or discounts;

Lower profitability and prolonged payment terms requests from clients can impact our cash flows negatively and may impact our ability to provide dividend to shareholders;

Lower profitability and prolonged payment terms requests from clients had marginal negative impact on our cash flows;

Some of our clients or suppliers have invoked Force Majeure clauses in our contracts with them, negatively impacting our business with limited recourse;

Our business continuity is marginally impacted as key geographies in which we operate imposed a lockdown and/or some of our development centers had to be temporarily shut down due to COVID-19 positive cases found in our campuses or shared campuses;

We incurred unanticipated costs in ensuring our offices are safe and hygienic workplaces for our employees; and to enable employees to work from home; and

We incurred additional costs in procuring and deploying hardware assets, and technology infrastructure, information security infrastructure and data connectivity charges for remote working.

While the above-mentioned risks have materialized to varied extent in the last financial year, their impact may continue in the next financial year as well. In addition to the above, other consequent risks related to the occurrence of COVID-19 pandemic that may materialize in future are:

The financial stability of our clients may get affected or they may file for bankruptcy, jeopardizing our ability to collect our account receivables and unbilled revenue;

Restrictions on travel, marketing events and in-person client meetings may result in sub-optimal branding and delays in our sales and commercial processes, affecting our revenue;

Clients may invoke contractual clauses and/or levy penalties if we are unable to meet project quality, productivity and schedule service level agreements due to our employees working remotely;

Our profitability may be negatively impacted if we are unable to eliminate fixed or committed costs in line with reduced demand. Additionally, any sudden change in demand may impact utilization in short term thereby impacting margins;

Our profitability may be marginally impacted as some clients may dispute some of the existing work-in-process that has been recognized by us as unbilled revenues. This in turn can impact our profitability and cash flows negatively;

Our exposure to cyber security and data privacy breach incidents may increase due to a large number of employees working remotely. This in turn can hinder our ability to continue services and/or operations, impacting revenue, profitability and reputation.reputation;

The productivity of our employees may be negatively impacted due to isolated remote working from home, quarantine requirements, negative social sentiment and personal anxietyanxiety;

We have recently announced that we will cover vaccination costs of our employees and their families and also agreed to provide financial support to affected employees and their families. This may have an impact on our cost structure which may increase if there is an increase in vaccination costs or support extended;

Due to rising number of COVID-19 cases in India with the prolonged second wave and predicted future waves in the regions where most of our employees are located, there may be fulfilment challenges if our employees are on leave as a result of having contracted COVID-19 directly or to take care of anyone in their family;

Our operations may get disrupted after the re-opening of our campuses and offices if any of our returning employees test positive for COVID-19;


We could be subject to lawsuits from our employees alleging they are exposed to health risks as we transition them back to working from our or our client’s offices.

We could be subject to lawsuits from our employees alleging they are exposed to health risks as we transition them back to working from our or our client’s offices;

Our ability to procure goods and services may be impacted as some of our suppliers may not be able to operate efficiently during a lockdown;

Unfavorable currency movements during these times may impact our profitability;

An increase in insurance premium on the regular policies that we avail may adversely impact our profitable growth or coverage;

There could be heightened regional or macro risks such as an increase in unemployment, protectionism, immigration reform, extended recession in the economy, geo-political tension and social unrest;

We had made offersMany educational institutions in India, which are a primary source of our talent, have postponed student assessments due to candidatesthe ongoing second wave of COVID-19. This may affect timely supply of fresh graduates that we plan to join Infosys. Our ability to honor these offers on a timely basis can get impacted which can negatively influence our brand;hire this year;

The uncertainty in demand as our clients deal with a prolonged economic impact of the COVID-19 pandemic may cause us to implement severe cost control measures including reduction in employee bonuses. This could result in increased attrition of employees and/or a higher expenditure on recruitment and subcontracting services, thereby impacting our profitability;

If the market price of our shares/ADS remain low due to a prolonged recession, the value of RSUs and the ability to achieve the performance targets of the PSUs we have given to our employees may reduce. This will impede our ability to retain our high performing employees;

WeAlthough we have successfully invoked Business Continuity Procedures (BCP) postso far, a prolonged continuation of the COVID-19 so far. If this remains prolonged,pandemic may create breakdown in our BCP, may see an impact if it experiences any breakdown;impacting our business;

We could experience potential impairment of acquired entities and investments as a result of prolonged slower economic growth which can impact business momentum and synergies that were expected; and

We may be unable to recoup the investments that we have made in various instrumentsgeographies due to the impact of prolonged economic downturn with consequential impact on liquidity in the sectors or the geographies in which we have invested.

 

I.

Risks related to the markets in which we and our clients operate

Spending on technology products and services by our clients and prospective clients is subject to fluctuationsfluctuates depending on many factors, including both the economic and regulatory environment in the markets in which they operate.

The technology and IT budgets of our clients are frequently impacted as a result of economic slowdown or uncertainties in the markets in which they operate. Reductions in IT spending arising from or related to economic slowdown in the markets in which our clients operate have in the past adversely impacted, and may in the future adversely impact, our revenues, gross profits, operating margins and results of operations.

Increased regulation, changes in existing regulation or increased government intervention in the industries in which our clients operate may adversely affect the growth of their respective businesses and may reduce demand for our services or cause us to incur additional costs in our processes or personnel, thereby negatively affecting our business, results of operations and financial condition. For instance, clients in the financial services sector have been subject to increased regulation following the enactment of, and subsequent amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act in the United States; and clients in the healthcare industry could be impacted by amendments to or repeal of the U.S. Patient Protection and Affordable Care Act of 2010. Similarly, our clients may be subject to stringent compliance requirements, including privacy and security standards for handling data, which could impact the manner in which we provide our services.

Further, regulators have imposed guidelines for use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions.

Reduced or delayed IT spending may also lead to our clients cancelling ongoing projects with us, requesting pricing discounts, seeking extended payment terms or consolidating the technology service providers that they partner with. In the past such events have adversely impacted our utilization rates, the revenue earned per billed person month, the competitiveness of our proposals, our gross margins and our gross margins.cash flows.


The COVID-19 crisispandemic and the consequences arising from it maydid alter the budget priorities of some of our clients such that they may decideleading to delay in discretionary projects. Risk of future waves and prolonged crisis induced by COVID-19 pandemic may create more uncertainties and delays in our client’s decision-making process there by affecting our revenue. While increased adoption of cloud-based offerings, digital services and cyber security services may result in additional opportunities, we may need to alter our internal offerings, talent mobility and marketing efforts need to capture these opportunities.

During the past year, there has been an increase in the ratio of effort based in India versus at our onsite client locations in the delivery of our projects, in part due to the travel restrictions imposed to counter the COVID-19 pandemic. If this trend continues even after the pandemic, it may impact a portion of our revenue. Prolonged restrictions on travel from India due to increased cases in the region may impact our ability to deliver the project. In addition, some of our clients may decide to reduce their dependencies on geographies with higher or prolonged COVID 19 pandemic cases including India. This may affect our profitability as we will have to run operations from regions other than the regions in which we normally operate at a higher cost.

Economic slowdown or other factors may affect the economic health of the United States, the United Kingdom, the European Union (EU)(“EU”), Australia or those industries where our revenues are concentrated.

Our revenues are concentrated in a few geographies and client industry segments. In fiscal 2020, 61.5%2021, 61.3%, 24.1%24.2% and 11.8%11.6% of our revenues were derived from projects in North America, Europe and the rest of the world, respectively. In fiscal 2020,2021, we derived 31.5%32.4% of our revenues from the financial services and insurance industry.

Instability and uneven growth in the global economy has had an adverse impact on the growth of the IT industry in the past and may continue to impact it in the future. This instability also impacts our business and results of operations and may continue to do so in the future.

For instance, the United Kingdom exited the European Union on January 31, 2020 and has now entered an 11-month transition period during which it will negotiate a trade deal with the EU. If no trade deal is agreed and ratified by this time, then the UK faces the prospect of tariffs on exports to the EU. From an immigration perspective, effective January 1, 2021, free movement will end, and a new points-based immigration system will be in effect. Ifif the economies of the United States, United Kingdom or the European UnionEU weaken or growth remains uneven, including as a result of the uncertainty surrounding Brexit,COVID-19 pandemic, our clients may reduce or postpone their technology spending significantly, which may in turn lower the demand for our services and negatively affect our revenues and profitability.

Any future global economic uncertainty, arising out of various factors including the COVID-19 pandemic or any other such global pandemic impacting the financial services industry, retail, consumer goods, energy and manufacturing on which we depend for a substantial portion of our annual revenues, may result in the reduction, postponement or consolidation of IT spending, contract terminations, deferrals of projects or delays in purchases by our clients. This may lower the demand for our services or impact the prices that we can obtain for our services and consequently, adversely affect our revenues and profitability. For instance, the financial services industry was severely impacted by the economic crisis that started in 2008 in the United States, which led to the United States federal government taking over or providing financial support to many leading financial institutions and with some leading investment banks going bankrupt or being forced to sell themselves in distressed circumstances.

We also depend on clients in the energy sector to generate our revenue. Any impact in the energy sector due to oil price volatility may lead to economic pressure on our clients and in turn impact our revenues/profitability.

Some of the consequences of the COVID-19 pandemic and its prolonged impact may include heightened nationalism and anti-outsourcing sentiments due to job losses in the key geographies of US and UK which may impact our growth and profitability. Heightened geo-political situations amongst the major economies may impact our ability to grow holistically across regions.

Our clients may operate in sectors which are adversely impacted by climate change which could consequently impact our business and reputation.

There is increased concern and awareness of risks resulting from climate change across industry sectors in which our clients operate. Our current or future clients in affected sectors may need to transition from climate impacting solutions to climate friendly solutions, resulting in transition or investment risks to their businesses. For instance, our clients in mining and oil exploration related businesses may come under severe financial stress due to investments in climate friendly solutions. This in turn may impede our ability to grow due to our exposure to such sectors. In addition, any societal pressure or adverse media publicity against companies that are exploiting climate


impacting solutions may consequentially affect our reputation too if we are a significant service provider to such clients.


 

Per-country restrictions on visas, costs increases in obtaining such visas, increases in required minimum wage levels for visa dependent employees, and/ or increased enforcement may affect our ability to compete for, and provide services to clients in work location countries, which could adversely affect our business, results of operations, and/ or financial condition.

A portion of our employees in the United States, United Kingdom, the European Union (“EU”), and other countries/ regions rely on work visas and permits, which makes our business vulnerable to changes and variations in immigration laws, including policy changes to the way in which laws are interpreted and/ or enforced, and potential enforcement actions and penalties that might cause us to lose access to such visas. We are subject to numerous, and sometimes conflicting, legal requirements.

Overall, increased and changing requirements may result in impact on mobility programs, as well as increased costs due to greater, more complex internal operations to meet varying compliance obligations. Recent changes or any additional adverse revisions to immigration laws and regulations in the jurisdictions in which we operate may cause us delays, staffing shortages, additional costs, and/ or an inability to bid for or fulfill projects for clients, any of which could have a material adverse effect on our business, results of operations and financial condition.

Our clients may be the subject of economic or other sanctions by governments and regulators in key geographies that we operate in, limiting our ability to grow these relationships, risking increased penalties and exposure of our business to consequential sanctionssanctions.

We engage with clients in different geographies and sectors. Some of them could be operating in highly regulated sectors and/or geographies. Sanctions may be enforced on them or their key managerial personnel either before they become our clients or during the course of our work with them. While we take reasonable precautions to determine if a potential client is in the sanctioned list, our ability to screen and ensure we do not enter into contract with any such clients depends on the data available in the public domain or third party databases on sanctioned entities or personnel. If a client is subject to sanctions during the course of our work with them, such engagements may expose us to consequential sanctions, administrative action or loss of any government contracts or engagements.

A large part of our revenues are dependent on our limited number of clients, and the loss of any one of our major clients could significantly impact our business.

We have historically earned and believe that in the future we will continue to earn, a significant portion of our revenues from a limited number of clients. In fiscal 2020,2021, our largest client accounted for 3.1%3.2% of our total revenues, and our ten largest clients together accounted for 19.2%18.1% of our total revenues. The volume of work we perform for different clients may vary from year to year depending on the discretion of our clients. Thus, a major client in one year may not provide the same level of revenues in a subsequent year. There are a number of factors, other than our performance, that could cause the loss of a client or reduction of business from a client. In certain cases, our business may be impacted when a large client either changes its outsourcing strategy by moving more work in-house or replacing its existing software with packaged software supported by the licensor. Reduced technology spending in response to a challenging economic or competitive environment or as a consequence of the current pandemic may also result in loss of a client or part of the business from the client. If we lose one of our major clients or if one of our major clients significantly reduces its volume of business with us, our revenues and profitability could be adversely affected.

Financial stability of our clients may fluctuatebe affected owing to several factors such as the demand and supply challenges, currency fluctuations and other macroeconomic condition which may adversely impact our ability to recover fees for the services rendered to themthem.

The business challenges and pressures resulting from the economic slowdown in the markets in which our clients operate could affect their ability to pay their vendors on time resulting in a downward revision of their credit ratings and their ability to raise funds. This may have a cascading effect on our credit terms with them, leading to adverse impact on our cash flow and results of operations. While we take adequate precautions to evaluate the credit risks and to


qualify clients before we onboard them andthem; to periodically by checkingcheck data available in various public domains including credit default swaps and ratings given by leading agencies,agencies; and reducing the loss due to sudden bankruptcy by taking a receivables insurance for many of our clients; any sudden variation in the financial health of the clients organization owing to macro-economic or geo-political factors or global challenges such as an economic recession, the COVID-19 pandemic, and natural calamities may adversely affect our ability to recover the fees for the services rendered from them.

We may not be able to provide end-to-end business solutions for our clients, which could lead to clients discontinuing their work with us, which in turn could harm our business.

In recent years, we have been expanding the nature and scope of our client engagements by extending the breadth of solutions and services that we offer, which include, for example, software applications, automation solutions, digital design and analytics services, engineering services, cloud related services, application development and maintenance, consulting, business process management, systems integration and security and infrastructure management.


The increased breadth of our service offerings may result in larger and more complex client projects. This will require us to establish closer relationships with our clients and potentially with other technology service providers and vendors and require a more thorough understanding of our clients’ operations. Our ability to establish these relationships will depend on a number of factors including the proficiency of our technology professionals and our management personnel. Thus, if we are unable to attain a thorough understanding of our clients’ operations, our service offerings may not effectively meet client needs and jeopardize our client engagements, which may negatively impact our revenues and financial condition.

Larger projects often involve multiple components, engagements or stages, and a client may choose not to retain us for additional stages or may cancel or delay additional planned engagements for various reasons unrelated to the quality of our services and outside of our control, such as the business or financial condition of our clients or the economy in general. These terminations, cancellations or delays may make it difficult to plan for project resource requirements, which may have a negative impact on our profitability.

Additionally, the business departments of our clients are increasingly making or influencing technology-related buying decisions. If we are unable to establish business relationships with these new buying centers, or if we are unable to articulate the value of our technology services to these business functions, our revenues may be adversely impacted.

Intense competition in the market for technology services could affect our win rates and pricing, which could reduce our market share and decrease our revenues and/or our profits.

Our revenues and profits depend, in part, upon the continued demand for our services by our existing and new clients and our ability to meet this demand in a competitive and cost-effective manner. The technology services market is highly competitive. Our competitors include large global consulting firms, India-based technology services firms, software and solution providers, niche service providers and in-house IT departments and captive centers of large corporations.

The technology services industry is experiencing rapid changes that are affecting the competitive landscape, including recent divestitures and acquisitions that have resulted in consolidation within the industry. These changes may result in larger competitors with significant resources or competitors with more competitive service offerings in emerging areas of demand, such as digital design, cloud-based solutions and cyber security. In addition, some of our competitors have added offshore capabilities to their service offerings. These competitors may be able to offer their services using the offshore and onsite model more efficiently. Many of these competitors are also substantially larger than us and have significant experience with international operations. We may face competition in countries where we currently operate, as well as in countries in which we expect to expand our operations. We also expect additional competition from technology services firms with current operations in other countries, such as China and the Philippines. Many of our competitors have significantly greater financial, technical and marketing resources, generate greater revenues, have more extensive existing client relationships and technology partnerships and have greater brand recognition than we do. We may be unable to compete successfully against these competitors or may lose clients to these competitors. Additionally, our ability to compete effectively also depends in part on factors


outside our control, such as the price at which our competitors offer comparable services, and the extent of our competitors’ responsiveness to their clients’ needs.

Moreover, our ability to maintain or increase pricing is restricted as clients often expect that as we do more business with them, they will receive volume discounts or lower rates. In addition, existing and new customers are also increasingly using third-party consultants with broad market knowledge to assist them in negotiating contractual terms. Any inability to maintain or increase pricing on account of this practice may also adversely impact our revenues, gross profits,profit, operating marginsmargin and results of operations. Further the COVID-19 pandemic may have an adverse impact on our ability to increase pricing for our services as many countries have imposed lock downs leading to economic downturns which may lead certain customers to negotiate the existing contracts with us.


Our clients may decide to increase their in-house IT capabilities and/or control of their technology investments by setting up or expanding their own captive centers in India or other locations such as Eastern Europe, Latin America and South East Asia. While this presents opportunities for us to partner with our clients, such centers may also result in erosion of some addressable market and/or increasing pricing pressures for our business.

Our engagements with clients are typically singular in nature and do not necessarily provide for subsequent engagements.

Our clients generally retain us on a short-term, engagement-by-engagement basis in connection with specific projects, rather than on a recurring basis under long-term contracts. Although a substantial majority of our revenues are generated from repeat business, which we define as revenues from a client who also contributed to our revenues during the prior fiscal year, our engagements with our clients are typically for projects that are singular in nature. Therefore, we must seek out new engagements when our current engagements are successfully completed or terminated, and we are constantly seeking to expand our business with existing clients and secure new clients for our services.

In addition, in order to continue expanding our business, we may need to significantly expand our sales and marketing group, which would increase our expenses and may not necessarily result in a substantial increase in business. If we are unable to generate a substantial number of new engagements for projects on a continual basis, our business and results of operations would likely be adversely affected. Additionally, the COVID-19 pandemic may lead to clients relooking atre-evaluating their spendspending, as a result of which they may decide not to extend/extend or renew their business with us due to their own business challenges.

II.

Risks related to the investments we make for our growth

Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology and in the industries on which we focus.

The technology services market is characterized by rapid technological change, evolving industry standards, changing client preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and develop new product and service offerings to meet client needs. We may fail to anticipate or respond to these advances on a timely basis, or, if we do respond, the services or technologies that we develop may not be successful in the marketplace. We have recently introduced, and propose to introduce, several new solutions involving cloud, artificial intelligence (AI)-based automation, robotic process automation, blockchain, IoT, autonomous vehicles and other technologies. The complexity of these solutions, our inexperience in developing or implementing them and significant competition in the markets for these solutions may affect our ability to market these solutions successfully. In addition, the development of some of the services and technologies may involve significant upfront investments and the failure of these services and technologies may result in our inability to recoup some or all of these investments. Further, better or more competitively priced products, services or technologies that are developed by our competitors may render our services non-competitive or obsolete.

The prolonged COVID-19 pandemic and theany resultant economic downturn may result in reduced expenditure by Infosys on ideating, incubating, developing and marketing new service offerings. This may in turn affect our long-term growth prospects.


We may be unable to recoup investment costs incurred in developing our software products and platforms.

The development of our software products and platforms requires significant investments. The markets for our suite of software products and platforms are competitive. Our current software products and platforms or any new software products and platforms that we develop may not be commercially successful and the costs of developing such new software products and platforms may not be recouped. Since software product and platform revenues typically occur in periods subsequent to the periods in which the costs are incurred for the development of such software products and platforms, delayed revenues may cause periodic fluctuations in our operating results.


We may engage in acquisitions, strategic investments, strategic partnerships or alliances or other ventures that may or may not be successful.

We seek to acquire or make strategic investments in complementary businesses, new and emerging technologies, services or products, or enter into strategic partnerships or alliances with third parties in order to enhance our business.

It is possible that we may not be able to identify suitable acquisitions, candidates for strategic investment or strategic partnerships, or if we do identify suitable targets, we may not complete those transactions on terms commercially acceptable to us. Our inability to identify suitable acquisition targets or investments or our inability to complete such transactions may affect our competitiveness and growth prospects.

Even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or the target may be acquired by another company. Furthermore, in the event that we are able to identify and consummate any future acquisitions, we could:

issue equity securities which would dilute current shareholders’ percentage ownership;

incur substantial debt;

incur significant acquisition-related expenses;

assume contingent liabilities; or

expend significant cash.

These financing activities or expenditures could harm our business, operating results and financial condition or the price of our equity shares and ADSs. Alternatively, due to possible difficulties in the capital and credit markets, we may be unable to secure capital on acceptable terms, if at all, to complete acquisitions.

The synergies that were expected from some of our acquisitions may not materialize as intended. Moreover, even if we do obtain benefits from acquisitions in the form of increased sales and earnings, there may be a delay between the time when the expenses associated with an acquisition are incurred and the time when we recognize such benefits.

Further, if we acquire a company, we could have difficulty in assimilating that company’s personnel, operations, products, services, solutions, technology and software. In addition, the key personnel of the acquired company may decide not to work for us. These difficulties could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition, the ongoing COVID-19 pandemic with a consequential prolonged downturn in the economy may impact our ability to grow acquired entities, which could result in reduction of their valuations.

We have made, and may in the future make, strategic investments in early-stage technology start-up companies in order to gain experience in or exploit niche technologies. However, our investments may not generate expected returns if the demand, supply and cash flow of these companies are adversely affected due to COVID-19.prolonged COVID-19 pandemic related disruptions. The lack of profitability of any of our investments could have a material adverse impact on our operating results.


Goodwill that we carry on our Balance Sheet could give rise to significant impairment charges in the future.

Goodwill is subject to impairment review at least annually. Impairment testing under International Financial Reporting Standards (IFRS)IFRS as issued by the International Accounting Standards BoardIASB may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our results of operations.

III.

Risks related to our cost structure

Our expenses are difficult to predict and can vary significantly from period to period, which could cause fluctuations to our share price to decline.profitability.

A significant part of our total operating expenses, particularly expenses related to personnel and facilities, are fixed in advance for any particular period. As a result, unanticipated variations in the number and timing of our projects, employee utilization rates, location of employee deployment, or the accuracy of our estimates of the resources required to complete ongoing projects or uncertain economic situations arising out of various factors including thea prolonged COVID-19 pandemic may cause significant variations in our operating results in any particular period. There are also a number of factors that are not within our control that could cause fluctuations in our operating results from period to period. Our profitability could be affected by pricing pressures on our services, competitiveness for digital capabilities, volatility of the exchange rates between the Indian rupee, the U.S. dollar, and other currencies in which we generate revenues or incur expenses, increased wage pressures in India and at other locations where we maintain operations, increases in taxes or the expiration of tax benefits, the size and timing of facilities expansion and the resulting depreciation and amortization costs, economic downturn induced by thea prolonged COVID-19 pandemic, or changes in immigration laws, policy, and/or enforcement in our key markets that would restrict offshore outsourcing or restrict the availability of certain visas thereby limiting our ability to staff the projects in a timely manner and generate revenues. Further, investments towards our localization strategy and any increase in visa costs or increase in salaries payable to visa-dependent employees onsite would increase our cost of doing business onsite significantly, which would impact our profitability.

While we seek to manage costs efficiently, if the proportion of our services delivered at client sites increases, we may not be able to keep our operating costs as low in the future, which would also have an adverse impact on our profit margins. Additionally, we have recently opened technology and investment hubs in some of the United States.countries in which we are operating. Increased hiring of personnel within these hubs along with staff for enabler functions and the management team may increase our cost of doing business and thereby have an adverse impact on our profit margins. Our cost of operations is higher at onsite compared to offshore and hence we maintain most of our bench offshore. Due to the COVID-19 pandemic related disruptions, our clients may decide to reduce business with us. Inability to move people to offshore in such a situation due to travel lockdowns can impact our cost structure.

Furthermore, in the past, our profit margin has been adversely impacted by the expiration of certain tax holidays and benefits in India, and we expect that it may be further adversely affected as additional tax holidays and benefits expire in the future.

 

In addition, due to competitive market conditions and pricing pressures, we are committing to higher productivity improvements in our contracts with our clients. Any failure to realize such anticipated productivity improvements either due to our inability to identify areas to automate, optimize processes, effectively address service delivery risks or manage customer requirements may impact our profitability. Any increase in operating expenses not offset by an increase in pricing or any acquisition with a lower profitability could impact our operating margins. Unplanned expenditure incurred during a prolonged pandemic, like situationsuch as increased information security requirements and employee health and welfare may adversely affect our profitability.

 

Any inability to manage our growth could disrupt our business, reduce our profitability and adversely impact our ability to implement our growth strategy.

Our employee base grew significantly in the recent periods. Between March 31, 20162017 and March 31, 2020,2021, our total employee count grew from 194,044200,364 to 242,371259,619 representing a compounded annualized growth rate of 5.7%6.7%.


In addition, in the last few years we have undertaken and continue to undertake major expansions of our existing facilities, as well as the construction of new facilities globally. We expect our growth to place significant demands


on our management team and other resources. Our growth will require us to continuously develop and improve our operational, financial and other internal controls globally. Inadequate financial controls may increase the possibility of fraud and/or negatively impact the accuracy of our financial reporting and shareholder relationships. In addition, continued growth increases the challenges involved in:

recruiting, training and retaining sufficient skilled technical, marketing & management personnel;

adhering to and further improving our high quality and process execution standards;

preserving our culture, values and entrepreneurial environment;

successfully expanding the range of services offered to our clients;

developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other internal systems;

maintaining high levels of client satisfaction; and

maintaining an effective internal control system and training our employees to mitigate the risk of individuals engaging in unlawful or fraudulent activity, breaching contractual obligations, or otherwise exposing us to unacceptable business risks.

Our growth strategy relies on expanding our operations around the world. The costs involved in entering and establishing ourselves in new markets, and expanding such operations, may be higher than expected and we may face significant competition in these regions. Our inability to manage our expansion and related growth in these markets or regions may have an adverse effect on our business, results of operations and financial condition.

We may face competition in other countries from companies that may have more experience with operations in such countries or with international operations generally. We may also face difficulties integrating new facilities in different countries into our existing operations.

Our organizational structures, processes and culture may not be sufficiently agile and adaptive to embrace the changes required to execute our strategy.

Wage pressures in India and the hiring of employees outside India may prevent us from sustaining some of our competitive advantage and may reduce our profit margins.

Wage costs in India have historically been significantly lower than wage costs in the United States and Europe for comparably skilled professionals, which has been one of our competitive strengths. Although a vast majority of our current workforce is based in India, we have recently increased and expect to continue to increase hiring in other jurisdictions, including the United States, the United Kingdom, Continental Europe and Australia. This increase has been driven, in part, by recent indications that immigration regulations policy, and/or enforcement in these countries could undergo significant changes. Such hiring has resulted and could further result in overall increased wage costs and risks thereby impacting operations and profitability.

Further, in certain jurisdictions in which we operate, legislations have been proposed that requires our employees working on visas in such jurisdictions to earn the same wages as residents or citizens of such jurisdiction, with which we have complied with.complied. In case such legislative proposals are adopted by other jurisdictions, our operating costs and risks will go up.

Additionally, wage increases in India may prevent us from sustaining thisour competitive advantageadvantage. and may negatively affect our profit margins. We have historically experienced significant competition for employees from large multinational companies that have established and continue to establish offshore operations in India, as well as from companies within India. Increased demand for talent in India due to higher levels of offshoring across the industry could also cause wages to increase for certain management level employees and skilled professionals. This competition has led to wage pressures in attracting and retaining employees, which could result in increased costs for companies seeking to employ technology professionals in India, particularly project managers and other mid-level professionals. In addition, any changes to the employment laws in the countries in which we operate including India, that may increase the compensation or social security benefits we offer our employees may impact our profitability.


We may need to increase our employee compensation more rapidly than in the past to be able to attract and retain employees skilled in newer technology areas or to remain competitive with other employers, or seek to recruit in


other low labor cost jurisdictions to keep our wage costs low. In certain years, the Company may issue incentive compensation plans including stock-based compensation plans to its employees and management. Any compensation increases in the future may result in higher operating costs and lower profitability. In certain years, we may not give wage increases due to adverse market conditions while our competitors may still give wage increases. This may result in higher attrition rates and may impact our ability to hire highly skilled technology professionals.

We are investing substantial cash assets in new facilities and physical infrastructure, and our profitability could be reduced if our business does not grow proportionately.

As of March 31, 2020,2021, we had contractual commitments of $180$100 million for capital expenditures, including commitments related to the expansion or construction of facilities. We may encounter cost overruns or project delays in connection with expansion of existing facilities and construction of new facilities. Expansions of existing facilities and construction of new facilities will increase our fixed costs. If we are unable to grow our business and revenues proportionately, our profitability will be adversely impacted.

Shifting business and operating models due to the COVID-19 pandemic to working from home may possibly reduce use of some of physical infrastructure. Continued incurrence of operational cost to maintain these facilities may adversely affect our profitability.

Currency fluctuations and declining interest rates may affect the results of our operations.

Our functional currency is the Indian rupee and we incur a significant portion of our expenses in U.S. dollar and Indian rupees.

However, we generate the majority of our revenues in foreign currencies, such as the U.S. dollar or the Euro, the Australian dollar, and the United Kingdom Pound Sterling, through our sales in the United States and elsewhere. We also purchase from overseas suppliers in various currencies. As a result of the increased volatility in the foreign exchange currency markets, there may be demand from our clients that the impact associated with foreign exchange fluctuations be borne by us. Also, historically, we have held a substantial majority of our cash funds in Indian rupees. We expect that a majority of our revenues will continue to be generated in foreign currencies, including the U.S. dollar, the Euro, the Australian dollar and the United Kingdom Pound Sterling, for the foreseeable future and that a significant portion of our expenses, including personnel costs, as well as capital and operating expenditures, will continue to be denominated in U.S. dollar and Indian rupees. Accordingly, changes in exchange rates may have a material adverse effect on our revenues, other income, cost of sales, gross margin and net income, and may have a negative impact on our business, operating results and financial condition. For example, during fiscal 2020,2021, every percentage point depreciation / appreciation in the exchange rate between the Indian rupee and the U.S. dollar, affected the Company’s incremental operating margins by approximately 0.45%0.47%.

We use derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in foreign exchange exposures. Our purchase of these derivative instruments, however, may not be adequate to insulate ourselves from foreign currency exchange risks.

We may incur losses due to unanticipated or significant intra quarter movements in currency markets which could have an adverse impact on our profit margin and results of operations. Also, the volatility in the foreign currency markets may make it difficult to hedge our foreign currency exposures effectively.

Further, the policies of the Reserve Bank of India (“RBI”) may change from time to time which may limit our ability to hedge our foreign currency exposures adequately. Full or increased capital account convertibility, if introduced, could result in increased volatility in the fluctuations of exchange rates between the rupee and foreign currencies.

A majority of our investments are in India-based assets and are exposed to fluctuations in the interest rate environment in the country, which depends to a great extent on RBI monetary policy. Changes in RBImonetary policy in the form of interest rate cuts could result in lower interest income and affect our profitability.

Adverse currency movements arising out of the COVID-19 pandemic may adversely impact our profitability.


IV.

Risks related to our employee workforce

Our success depends largely upon our highly skilled technology professionals and our ability to hire, attract, motivate, retain and train these personnel.

Our ability to execute projects, maintain our client relationships and acquire new clients depends largely on our ability to attract, hire, train, motivate and retain highly skilled technology professionals, project managers and other mid-level professionals. If we cannot hire, motivate and retain personnel, our ability to bid for projects, obtain new projects, build and sell new service offerings or software platforms and expand our business will be impaired and our revenues could decline.

The availability of science and technology professionals in certain geographies where we operate or into which we choose to expand in the future may be inadequate to satisfy our demand requirements. This may also adversely impact our efforts to localize our workforce in these geographies. Any restrictions on travel and immigration including arising from governmental response to the prolonged COVID-19 pandemic, may further affect our ability to compete for and provide services to clients in these jurisdictions. A continued economic downturn and loss of jobs in different countries due to the COVID-19 pandemic, may result in reverse labor migration, thereby reducing the availability of talent in required geographies.

Increasing worldwide competition for skilled technology professionals and increased hiring by technology companies, particularly in India, may affect our ability to hire and retain an adequate number of skilled and experienced technology professionals.

Changes in policies or laws may also affect the ability of technology companies to attract and retain personnel. For instance, the central government or state governments in India may introduce legislation, which require employers to give preferential hiring treatment to under-represented groups. If any such central government or state government legislation becomes effective, our ability to hire adequate numbers of qualified technology professionals may be hindered.

Changing technology, industry needs and changing demography increases the need for hiring differently skilled and diversified talent. For instance, the new wave of digital services requires talent with differentiated skills in creative design, data science, statistical analysis, artificial intelligence and machine learning. The talent pools with such skills could be different from our traditional sources of recruitment. If we are unable to hire, retain, retrain and redeploy our technology professionals to keep pace with such continuing changes in technology, it may adversely affect our ability to bid for and obtain new projects and may have a material adverse effect on our business, results of operations and financial condition.

Our inability to integrate employees that we hire or acquire in different countries into our existing corporate culture may adversely impact the results of our operations. During fiscal 2020,2021, there has been an increase in the number of employees we acquired.

In addition, if we are unable to increase employee compensation adequately or if we reduce compensation or variable pay for our employees, during the COVID-19 pandemic or for a significant period after the pandemic has ended, it may result in increased attrition and increased hiring cost to replace such employees.

Our success depends in large part upon our management team and key personnel and our ability to attract and retain them.

We are highly dependent on the members of our Board of Directors (the “Board”), executive officers and other senior executive leaders. Our future performance and client relationships may be affected by any disruptions in the continued service of our directors and executive officers.

Competition for senior management in our industry is intense, and we may not be able to retain senior management personnel or attract and retain new senior management personnel in the future. Furthermore, we do not maintain key man life insurance for any of the senior members of our management team or other key personnel. The loss of any member of our senior management or other key personnel, or if they become unavailable for an extended period of


time due to the COVID-19 pandemic, may have a material adverse effect on our business, results of operations and financial condition.


V.

Risks related to our contractual obligations

Our failure to complete fixed-price (including maintenance) and fixed-timeframe contracts, or transaction-based pricing contracts, within budget and on time, may negatively affect our profitability.

As an element of our business strategy, in response to client requirements and pressures on IT budgets, we are offering an increasing portion of our services on a fixed-price (including maintenance), fixed-timeframe basis, rather than on a time-and-materials basis. In the fiscal years ended March 31,2021 and 2020 and 2019, revenues from fixed-price (including maintenance), fixed-timeframe projects accounted for approximately 55%50% of our total revenues.revenues, respectively. In addition, pressure on the IT budgets of our clients has led us to deviate from our standard pricing policies and to offer varied pricing models to our clients in certain situations in order to remain competitive. For example, we are entering into transaction-based pricing contracts with certain clients who were not previously offered such terms in order to give our clients the flexibility to pay as they use our services.

The risk of entering into fixed-price (including maintenance), fixed-timeframe arrangements and transaction-based pricing arrangements is that if we fail to properly estimate the appropriate pricing for a project, we may earn lower profits or incur losses as a result of being unable to execute projects on the timeframe and with the amount of labor we expected. Although, we use our software engineering methodologies and processes and past project experience to reduce the risks associated with estimating, planning and performing fixed-price (including maintenance), fixed-timeframe projects and transaction-based pricing projects, we bear the risk of cost overruns, completion delays and wage inflation in connection with these projects. If we fail to estimate accurately the resources and time required for a project, the extent of automation and productivity gains we may be able to achieve, the complexity of executing large and multi-party programs, future wage inflation rates or currency exchange rates, or if we fail to complete our contractual obligations within the contracted timeframe, our profitability may suffer. We expect that we will continue to enter into fixed-price (including maintenance), fixed-timeframe and transaction-based pricing engagements in the future, and such engagements may increase in relation to the revenues generated from engagements on a time-and-materials basis, which would increase the risks to our business.

Our client contracts can typically be terminated without cause, which could negatively impact our revenues and profitability.

Our clients typically retain us on a non-exclusive, project-by-project basis. Many of our client contracts, including those that are on a fixed-price (including maintenance), fixed-timeframe basis, can be terminated with or without cause, between zero and 90-days’ notice. Our business is dependent on the decisions and actions of our clients, and there are a number of factors relating to our clients that are outside of our control, which might lead to termination of a project or the loss of a client, including:

financial difficulties for a client including limited access to the credit markets, insolvency or bankruptcy;bankruptcy, including due to the prolonged impact of the COVID-19 pandemic;

a change in strategic priorities, resulting in a reduced level of technology spending;

a demand for price reductions; or an unwillingness to accept higher pricing due to various factors such as higher wage costs, higher cost of doing business;

a change in outsourcing strategy by moving more work to the client’sclients’ in-house technology departments or to our competitors;

the replacement by our clients of existing software with packaged software supported by licensors;

mergers and acquisitions;

consolidation of technology spending by a client, whether arising out of mergers and acquisitions, or otherwise; or

sudden ramp-downs in projects due to an uncertain economic environment or a pandemic like the COVID-19.

Our inability to control the termination of client contracts could have a negative impact on our financial condition and results of operations. TheWhile there have been no material project terminations due to the COVID-19 pandemic, and a resulting


prolonged economic downturnuncertainty could heighten the risk that certain of our customers may invoke termination clauses to reduce their expenditure which could in turn affect our growth and profitability.

 


Our client contracts are often conditionedconditional upon our performance, which, if unsatisfactory, could result in lower revenues than previously anticipated.

 

A number of our contracts with our clients have incentive-based or other pricing terms that condition some or all of our fees on our ability to meet defined performance goals or service levels. In addition, certain client situations may require us to agree to higher contractual liability exposure limits. Our failure to meet these goals or a client’s expectations in such performance-based contracts may not only result in a less profitable or an unprofitable engagement but may also result in penalties or fines impacting the overall financial health of the Company.

 

Our clients may seek more favorable terms from us in our contracts, particularly in connection with clauses related to the limitation of our liability for damages resulting from unsatisfactory performance of services. Further, any damages resulting from such failure, particularly where we are unable to recover such damages in full from our insurers, may adversely impact our business, revenues and operating margins.

Changed operating or working models to work from home and/or inadequate onboarding of new employees due to remote working may impact our revenue productivity and quality of service due to a virtual mode of working.service. This may result in lower customer satisfaction and reduced revenue.

Some of our long-term client contracts contain benchmarking provisions which, if triggered, could result in lower future revenues and profitability under the contract.

As the size and duration of our client engagements increase, clients may increasingly require benchmarking provisions. Benchmarking provisions allow a client in certain circumstances to request a benchmark study prepared by an agreed upon third-party comparing our pricing, performance and efficiency gains for delivered contract services to that of an agreed upon list of  other service providers for comparable services.services and in comparable geography. Based on the results of the benchmark study and depending on the reasons for any unfavorable variance, we may be required to reduce the pricing for future services performed under the balance of the contract which couldor provide the clients with a right to terminate our services without paying any termination fee. This may have an adverse impact on our revenues and profitability. Benchmarking provisions in our client engagements may have a greater impact on our results of operations during an economic slowdown, because pricing pressure and the resulting decline in rates may lead to a reduction in fees that we charge to clients that have benchmarking provisions in their engagements with us.

Our work with governmental agencies may expose us to additional risks.

Currently, the vast majority of our clients are privately or publicly owned. However, we are bidding for work with governments and governmental agencies, both within and outside the United States and India. Projects involving governments or governmental agencies carry various risks inherent in the government contracting process, including the following:

Such projects may be subject to a higher risk of reduction in scope or termination than other contracts due to political and economic factors such as changes in government, pending elections or the reduction in, or absence of, adequate funding, or disputes with other government departments or agencies.

Such projects may be subject to a higher risk of reduction in scope or termination than other contracts due to political and economic factors such as changes in government, pending elections or the reduction in, or absence of, adequate funding, or disputes with other government departments or agencies;

Terms and conditions of government contracts tend to be more onerous than other contracts and may include, among other things, higher liability exposure to us for direct or indirect damages, extensive rights of audit, more punitive service level penalties and other restrictive covenants. Additionally, there are risks of delayed payments or change in the terms of such contracts due to political and economic factors and lack of timely closure of requirements.

Terms and conditions of government contracts tend to be more onerous than other contracts and may include, among other things, higher liability exposure to us for direct or indirect damages, extensive rights of audit, more punitive service level penalties and other restrictive covenants. Additionally, there are risks of delayed payments or change in the terms of such contracts due to political and economic factors and lack of timely closure of requirements;

Government contracts are often subject to more extensive scrutiny and publicity than other contracts. Any negative publicity related to such contracts, regardless of the accuracy of such publicity, may adversely affect our business and reputation. For example, reports appeared in Indian media regarding our association with the Goods & Services Tax (GST) project that negatively impacted our reputation.

Government contracts are often subject to more extensive scrutiny and publicity than other contracts. Any negative publicity related to such contracts, regardless of the accuracy of such publicity, may adversely affect our business and reputation. For example, reports appeared in Indian media regarding our association with the Goods & Services Tax (GST) project that negatively impacted our reputation;

Participation in government contracts could subject us to stricter regulatory requirements, which may increase our cost of compliance; and


Participation in government contracts could subject us to stricter regulatory requirements, which may increase our cost of compliance.

Such projects may involve multiple parties in the delivery of services and require greater project management efforts on our part, and any failure in this regard may adversely impact our performance.

Such projects may involve multiple parties in the delivery of services and require greater project management efforts on our part, and any failure in this regard may adversely impact our performance.

 


In addition, we operate in jurisdictions in which local business practices may be inconsistent with international regulatory requirements, including anti-corruption and anti-bribery regulations prescribed under the U.S. Foreign Corrupt Practices Act (FCPA), and the U.K. Bribery Act 2010, which, among other things, prohibits giving or offering to give anything of value with the intent to influence the awarding of government contracts. Although we believe that we have adequate policies and enforcement mechanisms to ensure legal and regulatory compliance with the FCPA, the U.K. Bribery Act 2010 and other similar regulations, it is possible that any of our employees, subcontractors, agents or partners may violate any such legal and regulatory requirements, which may expose us to criminal or civil enforcement actions, including penalties and suspension or disqualification from U.S. federal procurement contracting. If we fail to comply with legal and regulatory requirements, our business and reputation may be harmed.

 

In several countries, our contracts with governments enable the design, development or support of critical governmental systems. The lockdowns resulting from the COVID-19 pandemic may affect our ability to support those critical systems and may impact our reputation.

 

VI.

Risks related to our operations

 

Our reputation could be at risk and we may be liable to our clients or to regulators for damages caused by inadvertent disclosure of confidential information and sensitive data.

 

We are dependent on our information technology networks and systems to process, transmit, host and securely store electronic information and to communicate among our locations around the world and with our customers, suppliers and partners. We are often required to collect and store sensitive or confidential client data. Security breaches, employee misappropriation, unauthorized access, human or technological error could lead to potential unauthorized disclosure of sensitive data, which in turn could jeopardize projects that are critical to the operations of our clients’ businesses. The theft and/or unauthorized use or publication of our, or our clients, confidential information or other proprietary business information as a result of such an incident could adversely affect our reputation and competitive position. Any failure in the networks or computer systems used by us or our clients could result in a claim for substantial damages against us and significant reputational harm. Many of our client agreements do not limit our potential liability for breaches of confidentiality.

As a global service provider with clients in a broad range of industries, we often have access to or are required to manage, utilize, collect and store sensitive data subject to various regulatory regimes, including but not limited to U.S. federal and state laws governing the protection of personal financial and health and the European Union's General Data Protection Regulation,GDPR, which superseded the European UnionEU Directive on Data Protection in May 2018. These laws and regulations are increasing in complexity and number and change frequently. Scope and coverage of these regulations are vast and include various stakeholders that do not necessarily restrict applicability to a certain geography in which we operate, which may result in greater compliance risk and cost. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or Infosys data, or otherwise mismanages or misappropriates that data, we could be subject to significant litigation, monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions in addition to significant damage to our reputation. The monetary damages might not be subject to a contractual limit of liability or an exclusion of consequential or indirect damages and could be significant. In addition, our liability insurance, which includes cyber insurance, might not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other related breaches. Many of our contracts involve projects that are critical to the operation of our clients’ businesses and provide benefits which may be difficult to quantify.


Any failure in a client’s system or breaches of security, regardless of our responsibility for such failure, could result in a claim for substantial damages against us and force us to incur significant expense for our defense or could require that we pay large sums in settlement. If unauthorized access to or disclosure of such data in our possession or control occurs or we otherwise fail to comply with applicable laws and regulations in this regard, we could be exposed to civil or criminal enforcement actions and penalties in connection with any violation of applicable data protection laws, as well as lawsuits brought by our clients, our clients’ clients, their clients or others for breaching


contractual confidentiality and security provisions or data protection laws. Laws and expectations relating to data protections continue to evolve in ways that may limit our access, use and disclosure of sensitive data, and may require increased expenditures by us or may dictate that we not offer certain types of services.

The changed operating model to working from home due to the COVID-19 pandemic may increasehas increased the risk of confidential data breach as our employees will beare accessing thesethis data from home. While we have taken measures to implement suitable automated controls and educate our employees on the importance of security and the need to adhere to the highest levels of security standards, we may not be able to prevent all data breaches, there by resulting in loss of reputation or adverse financial impact due to resultant penalties or fines.

Our reputation could be at risk and we may be liable to our clients for damages caused by cyber security incidentsincidents.

Our

The global threat landscape has been ever evolving and organizations globally have been at risk especially during the recent times. At Infosys, our cybersecurity governance program has implementedframework together with our multi-layered security solutions, along with security policiescontrols implementation helps us to detect and procedures developed basedprevent possible threats from time to time. In this regard, controls are sustained and driven across people, process and technology as required on applicablean ongoing basis. As an organization, we continue to invest significantly on cybersecurity frameworks and standards. We have made significant investments in enhancingour continuous pursuit to enhance our cybersecurity capabilities and improving our security posture. Critical

In our efforts to reduce the attack surface, we ensure critical internal as well as client operations typically are undertaken from isolated environments in an effort to provide adequate cybersecurity.environments. This in turn reduces the probability of the spread of threats between Infosys and its client

landscapes, or vice versa, should there be a breach in either of the environments. Our multi-layered security process and technology controls vastly help in this regard.

Despite

In spite of all these measures, we and our third-party service providers may still be thea target of cybersecurity attacks, especially due to prolonged changesalmost our entire workforce remotely operating due to the working model arising out of the COVID-19. pandemic. Our systems and measures may not be able to successfully detect and prevent cybersecurity breaches and other information security incidents. Cyber threats are evolving quickly, and we may be unable to adapt our threat detection and prevention measures to detect or prevent new, modified, or evolving threats on an ongoing basis.

We and our third-party service providers may suffer cybersecurity breaches and other information security incidents due to a multitude of factors, including the following:

insider threats;

insider threats;

hackers and other state or non-state actors with an intent to cause harm to us or our clients (including, for example, our governmental clients and our clients in sensitive industry segments such as financial services or healthcare);

hackers and other state or non-state actors with an intent to cause harm to us or our clients (including, for example, our governmental clients and our clients in sensitive industry segments such as financial services or healthcare);

human error and inadvertent actions by our employees and contractors; or

human error and inadvertent actions by our employees and contractors;

malware, ransomware, viruses, worms, and similar threats, including the potential for infection spreading between environments;

malware, ransomware, viruses, worms, and similar threats, including the potential for infection spreading between environments; and

increased threat surface due to remote working employees due to the COVID-19 pandemic.

increased threat surface due to remote working employees to the COVID-19 pandemic.

We believe the risks presented by cybersecurity breaches and other information security incidents will increase as we scale, grow our cloud-based offerings and services, store and process increasingly large amounts of our client’s data and host or manage parts of our client’s businesses, especially in industries involving sensitive data such as the financial services and healthcare industries. In addition, with increased dependence on few cloud vendors and any consequential large-scale failure in their security, coupled with difficulty in porting data from one vendor to other, may jeopardize ours and our clients business continuity. By virtue of our business presence across continents, any alleged or actual non-compliance with our obligations relating to cybersecurity and information security in any applicable jurisdictions could lead to regulatory investigations, claims, litigation, and potentially significant damages, fines, penalties, and other liability.


Cybersecurity breaches and other data security incidents could cause or lead to a material adverse impact on our current or future business, operations, and financial performance, especially in cases where critical systems, or numerous systems, are impacted, resulting in partial to complete disruption of intended business delivery; or due to


unauthorized access to, or loss, corruption, or theft of, intellectual property, personal data, or sensitive information. If we or any of our third-party service providers suffer a cybersecurity breach or other data security incident, or if any such breach or incident is believed to have occurred, we could face potential claims and litigation, regulatory investigations and inquiries, damages, fines, penalties, and other liability, substantial harm to our reputation, a loss of business, and potentially significant costs to investigate, remediate, and otherwise address the breach or other incident. We also could face increased costs in an effort to prevent additional cybersecurity breaches or other information security incidents in the future.

Our cyber insurance covers first party losses that occur due to a cyber-incident wherein losses include cost of forensics, appointing a crisis consultant and data restoration. The insurance also provides for business interruption losses that the Company might have to incur as a result of a system shutdown due to a cyber-incident. Our insurance may not be adequate to cover all losses in connection with any cybersecurity breach or other incident, and we cannot be certain that our present coverage, or any future coverage we may obtain, will remain available to us on commercially reasonable terms or at all.

Our reputation couldmay be at riskimpacted and we may incur financial liabilities if privacy breachbreaches and incidents under General Data Protection Regulation (GDPR)GDPR adopted by the European UnionEU or other similardata privacy regulations across the globe are attributed to us andor if we are not able to take necessary steps to report such breaches and incidents to regulators and data subjects, wherever applicable, within the stipulated time. Further, any claim from our clients for losses suffered by them due to privacy breaches caused by our employees may impact us financially and affect our reputation.

In the European Union, the GDPR replaced prior European Union data protection law as of May 25, 2018. The GDPR imposes additional obligations and increases risk exposure upon our business and increases substantially the penalties to which we could be subject to, in the event of any non-compliance, such penalties can be as high as 4% of worldwide annual revenue or €20 million, whichever is greater. We have incurred substantial expense in complying with the obligations imposed by the GDPR and we may be required to make significant changes in our business operations in connection with compliance with the GDPR, all of which may adversely affect our revenue and our business overall. Additionally, because the GDPR contains a number of obligations that differ from previously effective data protection legislation in the European Union, and because the GDPR’s enforcement history is limited, we are unable to predict how certain obligations under the GDPR may be applied to us. Despite our efforts to attempt to comply with the GDPR, a regulator may determine that what we have done is not done sosufficient and subject us to fines and public censure, which could harm our company.

TheWe may see a potential increase in the number of data privacy incidents arising from our operations may increase with the scale of our business, or as we enable remoteand most employees working for our employees from home due to the COVID-19 pandemic.current pandemic. Further, more of our work may come under the ambit of privacy regulations as more countries adopthave adopted new regulations or strengthened their existing privacy laws similar to the GDPR. Despite our best efforts, if any breachGDPR such as LGPD (Brazilian Data Privacy Act), CCPA (The California Consumer Privacy Act of 2018), POPIA (Protection of Personal Information Act of South Africa) etc. in last few months.

At Infosys, we constituted the data privacy occursfunction over a decade ago and any actual or perceived failure on the part of any of our systems, employees or partners to report incidents on time may expose us to significant liability for breach of regulation.

We have establishedit functions as an independent Data Privacy Office to formulate, implement and monitor controls necessary for ensuring data privacy protection.business enabling function. This is a multi-layered program working with a cross section of stakeholders reporting to a senior executive.Senior Management. We are constantly assessing our liabilities as processors and controllers and implementing controls where required to mitigate the risks. We have formulated and implemented policies and procedures for identifying and reporting privacy breaches, to internal authorities affected data subjects and/or to regulators (as required) within the stipulated time. In addition to extensively implementing controls and monitoring various controls, we are protectedcovered by insurance to some extent in the case of any eventuality. We run extensive education and awareness programs across the organizationorganizations for all employees with respectand subcontractors evangelizing the importance of adhering to data privacy laws and information security.


security requirements.

We may be the subject of litigation which, if adversely determined, could harm our business and operating results.

We are, and may in the future be, subject to legal claims arising in the normal course of business. An unfavorable outcome on any litigation matter could require that we pay substantial damages, or, in connection with any intellectual property infringement claims, could require that we pay ongoing royalty payments or prevent us from selling certain of our products. In addition, we may decide to settle any litigation, which could cause us to incur significant costs. A settlement or an unfavorable outcome on any litigation matter could have a material adverse effect on our business, operating results, reputation, financial position or cash flows.

A prolonged economic downturn due to the COVID-19 pandemic and the resulting financial impact to our customers, vendors and other stakeholders along with other situation like cyber security threats, data breaches,


contractual suspensions, delayed payments and similar other incidents may give rise to more litigations and disputes with our stakeholders resulting in additional cost, or loss of reputation if the same surfaces in the media.

Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject, and this may have a material adverse effect on our business.

 

Our insurance policies generally cover loss or damage to insured property and loss due to business interruption following loss or damage to property. These policies cover our property and assets around the world, including all leased property. We also maintain insurance coverage for damage caused by disclosure of employee and client-related personally identifiable confidential information, system failures, errors or unsatisfactory performance of services to our clients in the event of a third-party claim citing damages or financial loss.

 

We believe we have taken sufficient insurance policies to cover ourselves from potential losses that we may be subject to. However, this coverage may not continue to be available on reasonable terms and may be unavailable in sufficient amounts to cover one or more large claims. Also, an insurer might disclaim coverage as to any future claim. For example, certain insurers have indicated that they may disclaim coverage for business interruption related to COVID-19.the COVID-19 pandemic. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or that cause changes in our insurance policies, including premium increases or the imposition of a large deductible or co-insurance requirement, could adversely affect our operating results. In addition, the COVID-19 pandemic increases the risk of claims arising out of various situations like errors & omissions, data breach etc., which could render the coverage taken inadequate. Increased claims could cause the insurance premium on our regular policies to be increased which could adversely affect our profitability.

 

Also, losses arising from events not covered by insurance policies, could materially harm our financial condition and future operating results. There can be no assurance that any claims filed under our insurance policies will be honored fully or timely. Our financial condition may be materially and adversely affected to the extent we suffer any loss or damage that is not covered by insurance or which exceeds our insurance coverage.

The markets in which we operate are subject to the risk of earthquakes, floods, tsunamis, storms, pandemics and other natural and manmade disasters.

Some of the regions that we operate in are prone to earthquakes, floods, tsunamis, storms, pandemics and other natural and manmade disasters. In the event that any of our business centers or the telecommunications networks that our business depends on are affected by any such disasters, we may incur costs in redeploying personnel and property, sustain damage to our operations and properties, suffer significant financial losses or be unable to complete our client engagements in a timely manner, if at all.

In addition, if such disasters occur in any of the locations in which our significant customers are located, we face the risk that our clients may incur losses or sustain business interruption, which may materially impair our ability to provide services to our clients and may limit their ability to continue their purchase of products or services from us. This could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, a prolonged disruption of our operations due to the COVID-19 pandemic may impact our business continuity and employee productivity.


The safety of our employees, assets and infrastructure may be affected by untoward incidents beyond our control, impacting business continuity or reputation.

The health and safety of our employees or those working on our behalf or those present in our offices, and the security of our physical infrastructure may be affected due to acts of violence or vandalism by anti-social elements or the emergence of a disease pandemic. Although we take protective measures to ensure the safety of our employees at our global locations of work and transit, incidents of organized political demonstrations, civil unrest, random acts of rage or a public health crisis can affect the safety of our assets and employees, impacting business continuity or reputation or exposing us to lawsuits from employees.

Currently, we have presence in 220234 locations across 46more than 50 countries. Our global development centers are linked with a telecommunications network architecture that uses multiple service providers and various satellite and optical links with alternate routing. While we believe we have put in place adequate infrastructure and business


continuity plans to handle disruption in services due to failure in our communication network, our operations and service delivery may be impacted if such networks are affected by disasters.

As an international company, our offshore and onsite operations may also be impacted by disease, epidemics and local social instability, which could have a material adverse effect on revenues and profitability.

Terrorist attacks or a war could adversely affect our business, results of operations and financial condition.

Terrorist attacks and other acts of violence or war have the potential to directly impact our clients or us. To the extent that such attacks affect or involve the United States or Europe, our business may be significantly impacted, as the majority of our revenues are derived from clients located in the United States and Europe. In addition, events of terrorism, military coup or threat of warfare in other parts of the world could cause geo-political instability, which in turn may impact our clients or impact our ability to execute projects. Such attacks may destabilize the economic and political situation in India and other countries where we have large operations making it more difficult to obtain work visas and plan travel for many of our technology professionals who are required to work in the United States or Europe. Such obstacles to business may increase our expenses and negatively affect the results of our operations. Furthermore, any attacks in India could cause a disruption in the delivery of our services to our clients, and could have a negative impact on our business, personnel, assets, results of operations and could cause our clients or potential clients to choose other vendors for the services we provide.

Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our operations and cause our business to suffer. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries, including between IndiaChina and Pakistan. There have been military confrontations between India and Pakistan that have occurred in the region of Kashmir and along the India-Pakistan border. Further, Pakistan has sometimes experienced significant instability and this has heightened the risks of conflict in South Asia. Military activity or terrorist attacks in the future could hurt the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. This, in turn, could have a material adverse effect on the market for securities of Indian companies, including our equity shares and our ADSs, and on the market for our services.

Heightened geo-political conflicts arising out of the COVID-19 pandemic, may affect our ability to operate in these geographies. In addition, any prolonged conflict may delay the economic recovery from the pandemic, compounding any adverse impact to our business.


Climate change risks are increasingly manifesting in our business operations through physical risks and transitional (market and compliance) risks, which if not managed adequately, can affect our operations and profitability.

 

There is increased focus on organizations to plan for Environmental, Social and Governance (ESG) risks arising out of climate change, environmental management practices and duty of care, work and safety conditions, respect for human rights, anti-bribery & corruption practices, and compliance to relevant laws & regulations. Risks related to these factors, except those related to climate change, are covered elsewhere in this document. Climate change related risks are discussed in this section.

Physical climate change risks: Extreme weather events due to climate change can lead to epidemics as well as business disruptions. We recognize that there are direct climate change impacts arising from (1) physical damage to our building infrastructure and other physical assets, (2) disruptions of the city's functional continuity such as the transport network and utilities in the cities that we operate that can severely hamper business continuity, and (3) a decrease in morale of employees due to extreme weather events.

Extreme weather events also bring-in very different problems depending on the type of calamity. For example, drought can bring increases in food prices, or shortages of certain foods; while events like Floodingflooding can cause cholera, diarrhea, malaria, etc. Changes in the availability of natural resources like water, in regions where we operate could directly impact our operations and employee livelihood, which will impact our ability to do business and ensure business continuity. With large operating campuses in major urban cities, operating risks include disruption of power and water supply to our campuses due to extreme weather events, affecting business continuity.


Climate related Market Risks: In response to increasing awareness on climate change and other related socio-environmental issues, clients increasingly request for our emission performance or Carbon Disclosure Project (CDP) score during the RFP or bidding stage. This could translate into a filtering criterion or a strongly weighted parameter in the clients’ decision-making process. If Infosys performance is not managed in these areas, it may adversely impact our ability to compete and win contracts. We respond to multiple sustainability supplier assessments from our clients including the CDP supply chain response every year.

Climate Related Regulatory risks: Limiting the global temperature increase to well below 2°C, in order to avoid devastating impacts of climate change, both on life and assets, is something the scientific community and global leaders have agreed upon while signing the Paris Agreement. Parties to the Paris Agreement have already provided their Intended Nationally Determined Contribution (INDC), which outline the actions countries intend to take to cut greenhouse gas emissions. This in-turn could translate to emission reduction goals being passed on to businesses, including Infosys, in the form of new regulations enforcing a carbon tax or other emission reduction targets. Such new regulations can lead to increased cost of compliance. Furthermore, existing and new regulations may also increase ourcompliance including reporting and disclosure requirements and, therefore, increase the cost of compliance.requirements.

Risks resulting from potential violations or non-conformance with climate laws and regulations can impact our profitability through penalties and/or by limiting our ability to operate in certain geographies. It can also adversely impact our reputation and brand.

Our reputation, access to capital and longer-term financial stability could be at risk if we are unable to meet our stated goals under our 2030 ESG vision.

We have been one of the pioneers in adopting the UN sustainable development goals (SDGs) and in publishing our aspirational ESG (Environmental, Social, Governance) vision for 2030. Our 2030 ESG vision includes several goals. Our performance vis-à-vis these goals are monitored internally as well as by external agencies. If we are unable to meet our goals and/or if we are not awarded good ESG scores by external agencies, our reputation, access to capital and longer-term financial stability may be adversely impacted.

Negative media coverage and public scrutiny may divert the time and attention of our board and management and adversely affect our reputation and the prices of our equity shares and ADSs.

There is media coverage and public scrutiny of our business practices, policies and actions including negative, and in some cases, inaccurate posts or comments. Any future negative media coverage in relation to our business, our Board or senior management, regardless of the factual basis for the assertions being made, may adversely impact our reputation. In addition, responding to allegations made in the media can significantly divert the time and attention of our Board and senior management away from our business and disrupt the operation of the Company. The Company may not be able to respond publicly to certain comments in the media due to the obligations it has with its employees, clients or other stakeholders. Any unfavorable publicity may also adversely impact investor confidence and directly or indirectly cause the price of our equity shares and ADSs to decline.

 

If any of our employees, as independent individuals, engage in any acts that are perceived to be against the interests of the communities we operate in or that violate local regulations, and if such acts become the subject of mainstream and social media attention or regulatory scrutiny, then our reputation may be negatively impacted.


VII.

Risks related to legislation and regulatory compliance

 

Due to the COVID-19 health crisispandemic and the corresponding substantial increases in unemployment rates across certain countries in which we operate, including the United States, United Kingdom, European UnionEU and Australia, governments have led and may in the future lead to the enactment of restrictive legislations that could limit companies in those countries from outsourcing work to us, or could inhibit our ability to staff client projects in a timely manner thereby impacting our revenue and profitability. 

Our reliance on work visas for a significant numberportion of technology professionalsprofessional employees makes us particularly vulnerable to changes and variations in immigration laws as it affects our ability to staff projects with technology professionals who are not citizens of the country where the work is to be performed. Complying with changing immigration regulations could increase our employee costs, visa application and extension costs, and costs related to more complex compliance and audit. In addition, they could adversely affect the ability of our existing or new/ future visa-dependent employees from being deputed or otherwise assigned to a new location to work on client projects - thus impacting our current and future revenue.


Before the COVID-19 health crisis,pandemic, there had been an increase in the number of visa and visa renewal application rejections, predominantly in the U.S. As a result, we encountered delays and/or additional costs in managing such projects stemmingwhich stemmed from the uncertainty of whether key personnel could join in-country as needed both in terms of timing, productivity and the productivity/competency. We have seen similar actions in Australia with respect to revisions in their temporary visa program and in the U.K. with the government’s current policy focus on “net migration”.

Due to a vigorous focus on domestic (local) employment across many markets during the COVID-19 crisis,pandemic, these restrictions are expected to increase substantially, resulting in increased expenses. The governments of many countries are expected to heighten adjudication standards for visa applications, as well labor market tests, and/or requirements for change work locations as the economic impact of the crisis progresses. For example, in Australia, as of March 20, 2020, all temporary visa holders have been prohibited to enter the country. In the United States, on April 22, 2020, the U.S. President issued an Executive Order focused mostly on immigrant visas (“Green Cards”).previous administration adopted regulations to revise the H-1B (highly skilled) visa program in a manner which increased wage costs and limited some functions for this visa category.  While these regulations have either been blocked by the Order did not significantly impactCourts or have had their implementation delayed by the Company, it also required that, within 30 days, a review of nonimmigrant (temporary) visa programs for the purpose of creating “other measures appropriatecurrent administration, we anticipate similar actions to stimulate the United States economy and ensure the prioritization, hiring, and employment of United States workers”. We anticipate that there will be actiontaken in furtherance of this ordertrend, which willmay restrict access to temporary visas, such as, among others, H-1B, L-1 and optional practical training work permits for students, many of whom are employed by the company. These anticipated restrictions would incur additional cost in maintaining and renewing existing visas, thus resulting in additional expenses for our client delivery.

Additionally, the Acquired Rights Directive and certain local laws in European countries that implement the Acquired Rights Directive, such as the Transfer of Undertakings (Protection of Employees) Regulations, or TUPE, in the United Kingdom, allow employees who are dismissed as a result of “service provision changes”, which may include outsourcing to non-EU companies, to seek compensation either from the company from which they were dismissed or from the company to which the work was transferred. This could deter EU companies from outsourcing work to Infosys and could also result in us being held liable for redundancy payments to such workers. Any such event could adversely affect our revenues and operating results.

The immigration policies of the United Kingdom continue to evolve and the timeline to implement the proposed new immigration system remains January 1, 2021. As of this filing, this timeline has not been impacted by the COVID-19 crisis. Early indications are that the new system will not single out or impose unfavorable conditions on intra-company transfers that could impact our ability to staff employees in the UK. However, the costs of using the system continue to rise and the UK Government has recently announced an increase to the National Health Service (NHS) surcharge, applicable from October 2020. These costs, and any future cost increases, may impact our profitability.

It is also important to note that, from time to time, there has been publicity about negative experiences associated with offshore outsourcing, such as domestic job loss and theft and misappropriation of sensitive customer data, particularly involving service providers in India. Current or prospective customers may elect to perform certain services themselves or may be discouraged from utilizing global service delivery providers due to negative perceptions that may be associated with using global service delivery models or firms. Any slowdown or reversal of existing industry trends toward global service delivery would seriously harm our ability to compete effectively with companies that provide the majority of their services from within the country in which our customers operate.


Many countries throughout the European UnionEU continue to implement new regulations to move into compliance with the EU Directive of 2014 to harmonize immigration rules for intracompany transferees in most EU Member States and facilitate the transfer of managers, specialists and graduate trainees both into and within the region. The changes have significant impacts on mobility programs and have led to new notification and documentation-retention requirements for companies sending service providers to EU countries.

Our international expansion strategy and our business, results of operations and financial condition may be materially adversely affected if changes in immigration and work permit laws and regulations or the administration or enforcement of such laws or regulations impair our ability to staff projects with professionals who are not citizens of the country where the work is to be performed.

New and changing regulatory compliance, corporate governance and public disclosure requirements add uncertainty to our compliance policies and increase our costs of compliance.

We are subject to a variety of laws, regulations and industry standards in the countries in which we operate. These laws, regulations, and standards govern numerous areas that are important to our business, including, but not limited to, privacy, information security, labor and employment, immigration, data protection, import and export practices, marketing and communication practices. Such laws, regulations and standards are subject to changes and evolving interpretations and applications, and it can be difficult to predict how they may be applied to our business and the way we conduct our operations, especially as we introduce new solutions and services and expand into new jurisdictions. Any perceived or actual breach of laws, regulations and standards could result in investigations, regulatory inquiries, litigation, fines, injunctions, negative customer sentiment, impairment of our existing or planned solutions and services, or otherwise negatively impact our business.

Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure create uncertainty for our compliance efforts and may result in added compliance costs. India has witnessed sweeping changes to its corporate law regime over the past few years. The changes introduced by the Companies Act, 2013, the Securities and Exchange Board of India (SEBI), (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations) and the SEBI’s Insider Trading Regulations as amended from time to time are far-reaching and often untested and have added complexity to our corporate compliance regime. We are also increasingly subject to social regulations such as the UK Modern Slavery Act, 2015, UK Corporate Criminal Offence Act and should there be any failure by our suppliers to abide by applicable regulations, including but not


limited to those relating to human trafficking, we may face sanctions which could affect our reputation and our ability to provide services to our clients.

In connection with this Annual Report on Form 20-F, for the fiscal year ended March 31, 2020, our management assessed our internal controls over financial reporting, and determined that our internal controls were effective as of March 31, 2020.2021. However, we will undertake management assessments of our internal control over financial reporting in connection with each annual report, and any deficiencies uncovered by these assessments or any inability of our auditors to issue an unqualified opinion regarding our internal control over financial reporting could harm our reputation and the price of our equity shares and ADSs.

We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and an increasing amount of time and attention of management in ensuring compliance related activities.

In addition, it may become more expensive or more difficult for us to obtain director and officer liability insurance. Further, our Board members and executive officers could face an increased risk of personal liability in connection with their performance of duties and our regulatory reporting obligations. As a result, we may face difficulties attracting and retaining qualified Board members and executive officers, which could harm our business. If we fail to comply with new or changed laws or regulations, our business and reputation may be harmed.


The intellectual property laws of India do not give sufficient protection to software and the related intellectual property rights to the same extent as those in the United States.US. We may be unsuccessful in protecting our intellectual property rights. We may also be subject to third party claims of intellectual property infringement.

We rely on a combination of patent, copyright, trademark and design laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. However, the laws of India do not protect proprietary rights to the same extent as laws in the United States. While we take utmost care in protecting our intellectual property, our competitors may independently develop similar technology or duplicate our products or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information.

The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenues and increase our expenses. We may need to litigate to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time consuming and costly. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights increases, we believe that companies in our industry will face more frequent infringement claims. Defense against these claims, even if such claims are not meritorious, could be expensive and time consuming and may divert our management’s attention and resources from operating our company.

From time to time, third parties have asserted, and may in the future assert, patent, copyright, trademark and other intellectual property rights against us or against our customers. Our business partners may have similar claims asserted against them. Third parties, including companies with greater resources than us, may assert patent rights to technologies that we utilize in our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial damage award and be forced to develop non-infringing technology, obtain a license or cease selling the applications or products that contain the infringing technology. We may be unable to develop non-infringing technology or to obtain a license on commercially reasonable terms, or at all. An unfavorable outcome in connection with any infringement claim against us as a result of litigation, other proceeding or settlement, could have a material and adverse impact on our business, results of operations and financial position.

In addition, litigation initiated by non-practicing entities continues in the software industry. The non-practicing entities are business establishments that hold the patents and they seek monetary damages by alleging that a product feature infringes a patent. These non-practicing entities are also becoming more aggressive in their monetary demands and requests for court-issued injunctions. We intend to defend such claims. However, as with most litigation, the outcome is difficult to predict. Such lawsuits or claims may increase our cost of doing business and may potentially be extremely disruptive if the plaintiffs succeed in blocking the sales of our products and services.


We cannot be sure that the services and solutions that we offer to our clients do not infringe on the intellectual property rights of third parties. With increased working from home, due to the COVID-19 pandemic risk that some our employees may reuse intellectual property of different customers may increase notwithstanding the significant safeguards and policies preventing reuse. Any such instances may give rise to third party claims. These claims could harm our reputation, cause us to incur substantial costs or prevent us from offering some services or solutions in the future. Any related proceedings could require us to expend significant resources over an extended period of time. In most of our contracts, we agree to indemnify our clients for expenses and liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues we receive from the client.

Any claims or litigation in this area could be time-consuming and costly, damage our reputation and/or require us to incur additional costs to obtain the right to continue to offer a service or solution to our clients. If we cannot secure this right at all or on reasonable terms, or we cannot substitute alternative technology, our results of operations could be materially adversely affected. The risk of infringement claims against us may increase as we expand our industry software solutions and platforms and continue to develop and license our software to multiple clients.

In addition, we rely on third-party software in providing some of our services and solutions. If we lose our ability to continue using such software for any reason, including because it is found to infringe the rights of others, we will need to obtain substitute software or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions. Our inability to replace such software, or to replace such software in a timely or cost-effective manner, could materially adversely affect our results of operations.


The software industry is making increased use of open source software in its development work. We also incorporate open source technology in our services and in our proprietary products and platforms which may expose us to liability and have a material impact on our product development and sales. The open source license may require that the software code in those components or the software into which they are integrated be freely accessible under open source terms and security vulnerabilities in open source software may adversely expose our product and result in financial claims against the company. While we take appropriate measures to comply with open source terms and assess the known security vulnerabilities, there is a possibility that third-party claims may require us to disclose our own source code to the public, to make the same freely accessible under open source terms or may result in potential financial impact if there is a claim due to unknown vulnerabilities. Any such requirement to disclose our source code or other confidential information related to our products could materially and adversely affect our competitive position, results of business operations, financial condition and relationships with clients.

Our net income would decrease if the governmentGovernment of India reduces or withdraws tax benefits and other incentives it provides to us or when our tax holidays expire, reduce or terminate.

Many of our development centers in India are registered as Special Economic Zones (SEZ). Under the SEZ Act, 2005, SEZ units which began providing services on or after April 1, 2005 are eligible for an income tax deduction of 100% of profits or gains derived from the export of IT services for the first five years from the financial year in which the unit has commenced the provision of services and 50% of such profits or gains for the five years thereafter. Up to 50% of such profits or gains is also available for a further five years’ subject to creation of a Special Economic Zone Re-investment Reserve out of the profit of the eligible SEZ units and utilization of such reserve by the Company for acquiring new plant and machinery for the purpose of its business as per the provisions of the Income Tax Act, 1961.

As a result of these tax incentives, a portion of our pre-tax income has not been subject to tax. These tax incentives resulted in a decrease in our income tax expense of $346 million, $383 million $386 million and $321$386 million for fiscal 2021, 2020 2019 and 2018,2019, respectively, compared to the tax amounts that we estimate we would have been required to pay if these incentives had not been available.The per share effect of these tax incentives computed based on both basic and diluted weighted average number of equity shares for fiscal 2020 was $0.09, for fiscal 2019 was $0.09 and fiscal 2018 was $0.07, respectively. (adjusted for the September 2018 bonus issue).

If the government of India changes its policies affecting SEZs in a manner that adversely impacts the incentives for establishing and / or operating facilities in SEZs, our results of operations and financial condition may be adversely affected. In the event, Company is not able to utilize the SEZ reserve for investment in plant and machinery within the timeline specified under the Income Tax Act, Company will have to pay tax on the unutilized reserve following the expiry of year specified. This would result in increase of effective tax rate.


 

In India, changes in taxation law are announced on an annual basis when the Union Budget is presented. The Union Budget, 2015 had proposed to reduce the rate of corporate tax from 30% to 25% over the next four years in a phased manner starting from fiscal 2016, but the process of reducing the corporate tax rate would likely be accompanied by rationalization and removal of various kinds of tax exemption and incentives for corporate tax payers. For instance, under the Finance Act, 2016, no tax incentives shall be available to SEZ units commencing business activities on or after April 1, 2020. However, the Taxation and other Laws (Relaxation and Amendment of Certain Provisions) Ordinance, 2020 dated March 31,Act, 2020 has extended the date for commencement of operation for the SEZ units for claiming deduction under deduction 10AA of the Income Tax Act, 1961 to June 30, 2020March 31, 2021 for the units which received necessary approval by March 31, 2020. Further the Finance Act, 2016 amended Section 80-IAB of the Income Act, 1961 whereby tax incentive shall not be available to an undertaking engaged in the development of SEZ where the specified activities commence on or after April 1, 2017. When our tax holidays expire, reduce or terminate, our tax expense will materially increase, reducing our profitability.

 

 

 

The Finance Act, (“the Act”) 2018 has reduced the corporate tax rate to 25% (plus applicable surcharge and cess) for domestic companies whose total turnover or gross receipts have not exceeded ₹250 crore in fiscal year 2016-17. Further Finance Act 2019 has increased threshold limit of total turnover or gross receipts to ₹400 crore. The Act also discontinued the Education cess and Secondary and Higher education cess of 2% and 1%, respectively and introduced a new cess by the name Health and Education cess at the rate of 4%. Accordingly, the statutory tax rate for our company has increased to 34.944% from 34.608%.


With our growth of business in SEZ units, we may have to compute our tax liability under Minimum Alternate Tax (MAT) in future years as the tax liability under normal tax provisions may be lower as compared to MAT tax liability. MAT is computed on book profits. The Finance Act, 2017 increased the time limit for carry forward of MAT credit from 10 years to 15 years. Although MAT paid by us can be set off against our future tax liability, cash flows for intervening periods could be adversely affected.

The Taxation Law (Amendment) Act, 2019 has reduced effective rate of income tax under MAT provision from 21.5488% to 17.472%. Further Taxation Law (Amendment) Act 2019 has removed MAT provisions for the company opting for New Tax Regime under section 115BAA of Income Tax Act.

 

In the event that the government of India or the government of another country changes its tax policies in a manner that is adverse to us, our tax expense may materially increase, reducing our profitability.

The Finance Act, 2012 adopted the General Anti Avoidance Rules (GAAR). The Finance Act, 2015 deferred the implementation of GAAR by two years so as to implement it as part of a comprehensive regime(“GAAR”) provisions to deal with the Organization for Economic Co-operation and Development’s (OECD)(“OECD”)’s Base Erosion and Profit Shifting (BEPS) project of which India is an active participant. Thus, GAAR provisions areparticipant was applicable from fiscal 2018. Pursuant to GAAR, an arrangement in which the main purpose, or one of the main purposes, is to obtain a tax benefit and may be declared as an “impermissible avoidance arrangement” if it also satisfies at least one of the following four tests:

The arrangement creates rights and obligations, which are not normally created between parties dealing at arm’s length.

The arrangement creates rights and obligations, which are not normally created between parties dealing at arm’s length.

It results in misuse or abuse of provisions of tax laws.

It results in misuse or abuse of provisions of tax laws.

It lacks commercial substance or is deemed to lack commercial substance.

It lacks commercial substance or is deemed to lack commercial substance.

It is carried out in a manner, which is normally not employed for a bona fide purpose.

It is carried out in a manner, which is normally not employed for a bona fide purpose.

If any of our transactions are found to be impermissible avoidance arrangements under GAAR, our business, financial condition and results of operations may be adversely affected.

 

The Finance Act, 2015 had lowered the tax withholding rate on payment made to non-residents towards “royalty” and/or “fees for technical services” to 10% from 25%, subject to furnishing of Indian Permanent Account Number (PAN) by such non-residents. The Finance Act 2016 has amended Section 206AA to prescribe alternative documents to PAN as duly notified. However, a lower rate may apply if a Double Taxation Avoidance Agreement read along with Multilateral Instrument (MLI)MLI exists. Further, based on a recent Supreme Court ruling, payment to non-residents for purchase of software was held to be not taxable as royalty subject to such payments not being characterized as royalty under the Double Taxation Avoidance Agreement. Such payments will not be liable for withholding of tax subject to furnishing of relevant tax documents by such non-residents. As we procure various software licenses and technical services from non-residents in the course of delivering our products and services to our clients, the cost of withholding tax on such purchase of software and services may be additional cost to us as the company may have to gross up for such withholding taxes. 

The Indian Finance Act 2021, effective April 1, 2020, has excluded goodwill from the definition of block of assets. As a result, the income tax depreciation shall not be allowed as a deduction while computing the total income. Further, depreciation if any claimed till March 31, 2020 shall be reduced from the purchase price to arrive at the cost of acquisition in case of transfer of asset in future.

Goods and Services Tax (GST)(“GST”), India’s biggest tax reform, was enacted on July 1, 2017. GST replaces various indirect taxes levied by the State and Center with a unified tax. The major taxes subsumed into GST are Central Excise, Service tax, Central Sales Tax, Value added tax, Entry tax, Octroi, additional duty of customs, Entertainment


Tax and Luxury Tax. Introduction of GST has increased the indirect tax compliance of the group as the concept of centralized registration and payment of taxes no longer exists under GST regime.

The Company has concluded Advance Pricing Agreement’s (“APA”) in multiple jurisdictions to bring in predictability of the Company’s tax obligations in respect of its overseas operations. Any material changes to the critical assumptions underlying these APA’s may have impact on taxes. Further, when these APA’s expire, there is no certainty that they will be renewed. If renewed there is no certainty as to whether they will be on the same terms or on different terms.


The Company operates in various countries and change in tax rates or taw laws of any country could have impact on taxes. There may be changes in tax rates in some countries as a result of OECD Pillar Two Blueprint of the Inclusive Framework on Base Erosion and Profit Shifting (‘BEPS’) which has an objective of having a global minimum tax rate. Further, USA has proposed some significant changes in tax policies as part of “The Made in America Tax plan”. The tax proposals include an increase in corporate tax rates from 21% to 28%. There are also proposals related to global minimum tax, reducing profit shifting, minimum book profit tax etc. The impact on our tax cost will depend upon the proposals that will be incorporated into the final bill. There could be other changes in international tax laws and practices as a result of other pillars of BEPS (including tax on digital services) which may potentially impact our tax cost.

We operate in jurisdictions that impose transfer pricing and other tax-related regulations on us, and any failure to comply could materially and adversely affect our profitability.

We are required to comply with various transfer pricing regulations in India and other countries. Additionally, we operate in several countries and our failure to comply with the local and municipal tax regime may result in additional taxes, penalties and enforcement actions from such authorities. In the event that we do not properly comply with the transfer pricing and tax-related regulations, our profitability may be adversely affected.

Changes in the policies of the government of India or political instability may adversely affect economic conditions in India generally, which could impact our business and prospects.

The government of India could change specific laws and policies affecting technology companies, foreign investment, currency exchange and other matters affecting investment in our securities which could adversely affect business and economic conditions in India generally, and our business in particular. We are dependent on RBI to pay all our forex expenses and also dividend. Any exchange controls regime impacting ability to remit monies will severely impact ability to deliver services and stock prices (dividend). If the Government of India changes its policies affecting SEZs in a manner that adversely impact the incentives for establishing and operating facilities in SEZs, our business, results of operations and financial condition may be adversely affected.

PoliticalAny political instability could also delay the reform of the Indian economyany further reforms and could have a material adverse effect on the market for securities of Indian companies, including our equity shares and our ADSs, and on the market for our services.

Attempts to fully address concerns of activist shareholders may divert the time and attention of our management and Board of Directors and may impact the prices of our equity shares and ADSs.

Attempts to respond to activist shareholder queries and concerns in a timely manner and to their full satisfaction may divert the attention of our Board and management and require us to incur significant costs. Such shareholder interactions may also impact our reputation, affect client and investor sentiments and cause volatility in the price of our equity shares and ADSs.

Our international expansion plans subject us to risks inherent to doing business internationally.

Because of our global presence, we are subject to additional risks related to our international expansion strategy, including risks related to compliance with a wide variety of treaties, national and local laws, including multiple and possibly overlapping tax regimes, privacy laws and laws dealing with data protection, export control laws, restrictions on the import and export of certain technologies and national and local labor laws dealing with immigration, employee health and safety, and wages and benefits, applicable to our employees located in our various international offices and facilities. We may from time to time be subject to litigation or administrative


actions resulting from claims against us by current or former employees, individually or as part of a class action, including for claims of wrongful termination, discrimination (including on grounds of nationality, ethnicity, race, faith, gender, marital status, age or disability), misclassification, redundancy payments under TUPE-type legislation, or other violations of labor laws, or other alleged conduct. If we are held liable for unpaid compensation, redundancy payments, statutory penalties, and other damages arising out of such actions and litigations, our operating profitability could be adversely affected.


Our ability to acquire companies organized outside India may depend on the approval of the RBI and / or the Government of India and failure to obtain this approval could negatively impact our business.

The RBI permits acquisitions of companies organized outside of India by an Indian party under the automatic route and without approval if inter alia, the transaction consideration is paid in cash, the transaction value does not exceed 400% of the net worth of the acquiring company as of the date of the acquiring company’s latest audited balance sheet, if the acquisition is funded with cash from the acquiring company’s existing foreign currency accounts or with cash proceeds from the issuance of ADRs / GDRs, or if the proposed acquisition structure falls under the permitted list. However, any financial commitment exceeding $1 billion or its equivalent in a financial year, or certain types of acquisition structures requires prior approval of the RBI under the approval route, even when the total financial commitment of the Indian company is within 400% of the net worth of the acquiring company as per the last audited balance sheet.

If we fail to obtain any required approval from the RBI or any other government agency for such acquisitions of companies organized outside India, our international growth may become restricted, which could negatively affect our business and prospects.

Indian laws limit our ability to raise capital outside India and may limit the ability of others to acquire us, which could prevent us from operating our business or entering into a transaction that is in the best interests of our shareholders.

Indian law relating to foreign exchange management constrains our ability to raise capital outside India through the issuance of equity or convertible debt securities. Generally, any foreign investment in, or acquisition of, an Indian company does not require the approval from relevant government authorities in India, including the RBI. However, in a number of industrial sectors, there are restrictions on foreign investment in Indian companies. Changes to the policies may create restrictions on our capital raising abilities. For example, a limit on the foreign equity ownership of Indian technology companies or pricing restrictions on the issuance of ADRs / GDRs may constrain our ability to seek and obtain additional equity investment by foreign investors. In addition, these restrictions, if applied to us, may prevent us from entering into certain transactions, such as an acquisition by a non-Indian company, which might otherwise be beneficial for us and the holders of our equity shares and ADSs.

VIII.

Risks related to the ADSs

Historically, our ADSs have traded at a significant premium to the trading prices of our underlying equity shares. Currently, they do not do so, and they may not continue to do so in the future.

In the past, our ADSs have traded at a premium to the trading prices of our underlying equity shares on the Indian stock exchanges. We believe that this price premium has resulted from the relatively small portion of our market capitalization previously represented by ADSs, restrictions imposed by Indian law on the conversion of equity shares into ADSs and an apparent preference of some investors to trade dollar-denominated securities. We have completed three secondary ADS offerings which significantly increased the number of our outstanding ADSs. Also, over time, the restrictions on the issuance of ADSs imposed by Indian law have been relaxed. As a result, our ADSs do not command any premium currently and may not trade at a premium in the future.

In the past several years, our ADSs have been converted into equity shares in India as the premium on ADSs compared to equity shares has significantly narrowed. If a substantial amount of our ADSs are converted into underlying equity shares in India, it could affect the liquidity of such ADSs on the NYSE and could impact the price of our ADSs.


Sales of our equity shares may adversely affect the prices of our equity shares and ADSs.

Sales of substantial amounts of our equity shares, including sales by our insiders in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of our equity shares, ADSs or our ability to raise capital through an offering of our securities. In the future, we may also sponsor the sale of shares currently held by some of our shareholders as we have done in the past, or issue new shares. We can make no prediction as to the timing of any such sales or the effect, if any, that future sales of our equity shares, or the availability of our equity shares for future sale, will have on the market price of our equity shares or ADSs prevailing from time to time.

The price of our ADSs and the U.S. dollar value of any dividends we declare may be negatively affected by fluctuations in the U.S. dollar to Indian rupee exchange rate.

 

Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will affect the dollar conversion by Deutsche Bank Trust Company Americas, the Depositary with respect to our ADSs, of any cash dividends paid in Indian rupees on the equity shares represented by the ADSs.

Indian law imposes certain restrictions that limit a holder’s ability to transfer the equity shares obtained upon conversion of ADSs and repatriate the proceeds of such transfer which may cause our ADSs to trade at a premium or discount to the market price of our equity shares.

Under certain circumstances, the RBI must approve the sale of equity shares underlying ADSs by a non-resident of India to a resident of India. The RBI has given general permission to effect sales of existing shares or convertible debentures of an Indian company by a resident to a non-resident, subject to certain conditions, including the price at which the shares may be sold. Additionally, except under certain limited circumstances, if an investor seeks to convert the rupee proceeds from a sale of equity shares in India into foreign currency and then repatriate that foreign currency from India, he or she will have to obtain RBI approval for each such transaction. Required approval from the RBI or any other government agency may not be obtained on terms favorable to a non-resident investor or at all.

An investor in our ADSs may not be able to exercise pre-emptive rights for additional shares and may thereby suffer dilution of such investor’s equity interest in us.

Under the Indian Companies Act, 2013, a company incorporated in India must offer its holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless such pre-emptive rights have been waived by three-fourths of the shareholders (based on percentage of shareholding in the company) voting on the resolution to waive such rights. Holders of ADSs may be unable to exercise pre-emptive rights for equity shares underlying ADSs unless a registration statement under the Securities Act of 1933 as amended, or the Securities Act, is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to prepare and file such a registration statement and our decision to do so will depend on the costs and potential liabilities associated with any such registration statement, as well as the perceived benefits of enabling the holders of ADSs to exercise their pre-emptive rights, and any other factors we consider appropriate at the time. No assurance can be given that we would file a registration statement under these circumstances. If we issue any such securities in the future, such securities may be issued to the Depositary, which may sell such securities for the benefit of the holders of the ADSs. There can be no assurance as to the value, if any, the Depositary would receive upon the sale of such securities. To the extent that holders of ADSs are unable to exercise pre-emptive rights granted in respect of the equity shares represented by their ADSs, their proportional interests in us would be reduced.


ADS holders may be restricted in their ability to exercise voting rights.

The SEBI Listing Regulations and the Indian Companies Act, 2013 provide that an e-voting facility must be mandatorily provided to all shareholder resolutions in accordance with prescribed procedure under the Companies Act, 2013. This may mean that ADS holders may be able to vote on our resolutions irrespective of where they are located or whether they are able to attend the meetings of shareholders. At our request, the Depositary will electronically mail to holders of our ADSs any notice of shareholders’ meeting received from us together with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. If the Depositary receives voting instructions from a holder of our ADSs in time, relating to matters that have been forwarded to such holder, it will endeavor to vote the securities represented by such holder’s ADSs in accordance with such voting instructions. However, the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure that holders of our ADSs will receive voting materials in time to enable such holders to return voting instructions to the Depositary in a timely manner. Securities for which no voting instructions have been received will not be voted. There may be other communications, notices or offerings that we only make to holders of our equity shares, which will not be forwarded to holders of ADSs. Accordingly, holders of our ADSs may not be able to participate in all offerings, transactions or votes that are made available to holders of our equity shares.


ADS holders may be restricted in their ability to participate in a buy-back of shares offered by us.

Under Indian law, a company may acquire its own equity shares without seeking the approval of the court or tribunal in compliance with prescribed rules, regulations and conditions of the Indian Companies Act. In addition, public companies which are listed on a recognized stock exchange in India must comply with the provisions of the Securities and Exchange Board of IndiaSEBI (Buy-back of Securities) Regulations, 2018 (Buy-back Regulations). Since we are a public company listed on two recognized stock exchanges in India, we would have to comply with the relevant provisions of the Companies Act, 2013 and the provisions of the Buy-back Regulations. In order for the ADS holders to participate in a company's purchase of its own shares under the open market route through the Indian stock exchanges, the ADS holders need to take certain actions in order to convert the ADS into equity shares and sell the equity shares through the Indian stock exchanges.exchanges.

It may be difficult for holders of our ADSs to enforce any judgment obtained in the United States against usus.

As we are incorporated under the laws of India and are primarily located outside the United States, holders of our ADSs may find it difficult to effect service of process upon us outside the United States. In addition, holders of our ADSs may be unable to enforce judgments against us if such judgments are obtained in courts of the United States, including judgments predicated solely upon the federal securities laws of the United States.

The United States and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States on the basis of civil liability, whether or not predicated solely upon the federal securities laws of the United States, would not be executable by an Indian court. However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the United States. The suit must be brought in India within three years from the date of the judgment by court in the United States in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as conflicting with Indian Law. Separately, RBI approval will be required under the Foreign Exchange Management Act, 1999, to repatriate any amounts outside India as damages including pursuant to the execution of a judgment.


Holders of ADSs are subject to the Securities and Exchange Board of India’s Takeover Code with respect to their acquisitions of ADSs or the underlying equity shares, and this may impose requirements on such holders with respect to disclosure and offers to purchase additional ADSs or equity shares.

The Securities and Exchange Board of IndiaSEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the Takeover Code) is applicable to publicly listed Indian companies. Therefore, the provisions of the Takeover Code apply to us and to any person acquiring our equity shares or voting rights in our company, such as those represented by our ADSs.

The acquisition of shares or voting rights which entitle the acquirer, along with persons acting in concert with the acquirer, to exercise 25% or more of the voting rights in or control over the target company triggers a requirement for the acquirer to make an open offer to acquire at least 26% of the total shares of the target company for an offer price determined as per the provisions of the Takeover Code. The acquirer is required to make a public announcement for an open offer on the date on which it is agreed to acquire such shares or voting rights. In the event that pursuant to the open offer, the shareholding of the acquirer along with the persons acting in concert with the acquirer exceeds the maximum permissible non-public shareholding, the acquirer is required to bring down the non-public shareholding in line with the limits prescribed and the timeline as prescribed under the Securities Contract (Regulation) Rules, 1957. Furthermore, acquisition of shares or voting rights by an acquirer who holds 25% or more of the voting rights in the target company (along with persons acting in concert with the acquirer), shall make an open offer to acquire additional shares or voting rights which entitle the acquirer (along with persons acting in concert with the acquirer) to exercise more than 5% of voting rights in the target company.

Upon the acquisition of shares or voting rights in a publicly listed Indian company such that the aggregate share-holding of the acquirer (meaning a person who directly or indirectly, acquires or agrees to acquire shares or voting rights in a target company, or acquires or agrees to acquire control over the target company, either by himself or together with any person acting in concert) is 5% or more of the shares of the company, the acquirer is required,


within two working days of such acquisition, to disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges in which the shares of the company are listed.

Further, an acquirer who, together with persons acting in concert with him, holds shares or voting rights entitling them to 5% or more of the shares or voting rights in a target company, acquires or sells shares representing 2% or more of the shares or voting rights of the company must disclose, within two working days of such acquisition, sale or receipt of intimation of allotment of such shares, the acquirer's revised shareholding to the company and to the stock exchanges on which the shares of the company are listed. This disclosure is required, in case of a sale, even if such sale results in the shareholding of the acquirer falling below 5%.

The Takeover Code may impose conditions that discourage a potential acquirer, which could prevent an acquisition of our company in a transaction that could be beneficial for our equity holders. For example, under the Takeover Code, persons who acquire 5% or more of the shares of a company are required, within two working days of such acquisition, to disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges on which the shares of the company are listed.

Additionally, holders of 5% or more of the shares or voting rights of a company who acquire or dispose of shares representing 2% or more of the shares or voting rights of the company must disclose, within two working days of such transaction their revised shareholding to the company and to the stock exchanges on which the shares of the company are listed. This disclosure is required even if the transaction is a sale which results in the holder’s ownership falling below 5%.


The reintroduction of dividend distribution tax rate or introduction of new forms of taxes on distribution of profits or changes to the basis of application of these taxes could materially affect the returns to our shareholders.

Effective from fiscal 2020, the companyCompany expects to return approximately 85% of the free cash flow cumulatively over a 5 year period through a combination of semi-annual dividends and/or share buyback and/or special dividends, subject to applicable laws and requisite approvals, if any. Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS. Dividend and buyback include applicable taxes. The Company declares and pays dividends in Indian rupees. The Finance Act 2020 has replaced the Dividend Distribution Tax (DDT) with the classical system of dividend taxation wherein dividend income will be taxed in the hands of the shareholders at their respective applicable tax rates. In the light of the above changes under the Income-tax Act, Company paying dividend to shareholders is required to do withholding of tax at the applicable rates prescribed under Income Tax Act read along Tax Treaty with respective countries (together with Multilateral Instruments (MLI)MLI as applicable) subject to providing various Tax forms including Tax Residency certificate by non-resident shareholders. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

If the effective rate of tax at source on dividend increases in future, or new forms of taxes on distribution of profits are introduced, the dividend amount receivable by our shareholders after taxes may decrease further.

Further with effect fromIndian listed company which has made public announcement in respect of buyback of shares after July 5, 2019 the Finance Act (No 2) 2019 has extended theare liable for additional buy-back Tax totax on buyback of shares of listed companycompanies under section 115QA of the Income Tax Act. DomesticTherefore, all domestic companies are subject to tax on buybackbuy back of listed shares. Correspondingly income tax exemption to shareholder under section 10(34A) of the Income Tax Act is provided.

Further Taxation Law (Amendment) Act 2019 provided that the Tax on buy-back of shares would not apply to such buy-back of shares (being the shares listed on a recognized stock exchange), in respect of which public announcement has been made on or before July 5, 2019 in accordance with the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992).

 

Item 4. Information on the Company

COMPANY OVERVIEW

 

Infosys is a leading provider of consulting, technology, outsourcing and next-generation digital services, enabling clients around the world to create and execute strategies for their digital transformation.

Our vision is to build a globally respected organization delivering best-of-breed business solutions, leveraging technology, delivered by best-in-class people. We are guided by our value system which motivates our attitudes and actions. Our core values are Client Value, Leadership by Example, Integrity and Transparency, Fairness and Excellence (C-LIFE).


Our primary geographic markets are North America, Europe, Restrest of the World, and India which generated 61.5%61.3%, 24.1%24.2%, 11.8%11.6% and 2.6%2.9% of our revenues in the fiscal 2020.2021 respectively. We serve clients in Financial Servicesthe following industries: financial services and Insurance; Retail; Consumer Packaged Goodsinsurance; retail; consumer packaged goods and Logistics; Communication; Telecomlogistics; communication; telecom OEM and Media, Energy, Utilities, Resourcesmedia, energy, utilities, resources and Services; Manufacturing; Hi-Tech Life Sciencesservices; manufacturing; hi-tech; life sciences and Health Care.health care.

Our revenues grew from $9,501$10,208 million in fiscal 20162017 to $12,780$13,561 million in fiscal 2020,2021, representing a compound annualized growth rate of 7.7%7.4%. Our net incomeprofit grew from $2,052$2,140 million to $2,338$2,623 million during the same period, representing a compound annualized growth rate of 3.3%5.2%.


Between March 31, 20162017 and March 31, 2020,2021, our total employees grew from 194,044200,364 to 242,371,259,619, representing a compound annualized growth rate of 5.7%6.7%.

A. HISTORY AND DEVELOPMENT OF THE COMPANY

We were incorporated on July 2, 1981 in Pune, Maharashtra, India, as Infosys Consultants Private Limited, a private limited company under the Indian Companies Act, 1956. We changed our name to Infosys Technologies Private Limited in April 1992 and to Infosys Technologies Limited in June 1992, when we became a public limited company. In June 2011, we changed our name from Infosys Technologies Limited to Infosys Limited, following approval of the name change by our Board, shareholders, and the Indian regulatory authorities. The name change was intended to reflect our transition from a provider of technology services to a partner with our clients solving business problems by leveraging technology. We made an initial public offering of equity shares in India in February 1993 and were listed on stock exchanges in India in June 1993. We completed our initial public offering of American Depositary Shares (“ADSs”) in the United States in 1999. In August 2003, June 2005 and November 2006, we completed sponsored secondary offerings of ADSs in the United States on behalf of our shareholders. Each of our 2005 and 2006 sponsored secondary offerings also included a Public Offering Without Listing or POWL in Japan. In 2008, we were selected as an original component member of 'The Global Dow', a world-wideworldwide stock index made up of 150 leading blue-chip stocks. Following our voluntary delisting from the NASDAQ Global Select Market on December 11, 2012, we began trading of our ADSs on the New York Stock Exchange (NYSE)NYSE on December 12, 2012, under the ticker symbol INFY. We were inducted into the Dow Jones Sustainability Indices in fiscal 2018.

Our ADSs were previously also listed on the Euronext London and Paris. On July 5, 2018, we voluntarily delisted our ADSs from Euronext London and Paris and our ADSs were removed from Euroclear France on July 10, 2018. The primary reason for voluntary delisting from Euronext Paris and London was the low average daily trading volume of Infosys ADSs on these exchanges, which was not commensurate with the related administrative expenses. Infosys’ ADSs continue to be listed on the NYSE under the symbol “INFY”.

Refer to Note 2.20 ‘Related“Related party transactions’transactions” in Item 18 of this Annual Report on Form 20F for the list of our subsidiaries.

The address of our registered office is Electronics City, Hosur Road, Bengaluru-560 100, Karnataka, India. The telephone number of our registered office is +91-80-2852-0261. Our agent for service of process in the United States is CT Corporation System, 1350 Treat Boulevard, Suite 100, Walnut Creek, CA 94597-2152. Our website address is www.infosys.com and the information contained in our website does not constitute a part of this Annual Report.Report on Form 20F.

Principal Capital Expenditures and Divestitures

Capital expenditure

In fiscal 2021, 2020 2019 and 2018,2019, we spent $285 million, $465 million $349 million and $310$349 million, respectively, on capital expenditures. All our capital expenditures were financed out of cash generated from operations. As of March 31, 2020,2021, we had contractual commitments of $180$100 million for capital expenditure. These commitments included $104$57 million in domestic purchases and $76$43 million in overseas commitments.

Acquisitions

On April 1, 2019, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 81% of ownershipDuring fiscal 2021 the Company, completed three business combinations to complement its digital offerings and end to end customer experience offerings to customers by acquiring 100% voting interests in Hitachi Procurement Service Co. Limited (HIPUS), a wholly owned subsidiary of Hitachi Ltd, Japan for a total cashin:

1.

GuideVision, s.r.o a ServiceNow Elite Partner in Europe on October 1, 2020

2.

Kaleidoscope Animations, Inc. a U.S. based product design and development services focused primarily on medical devices on October 9, 2020 and


3.

Beringer Commerce Inc. and Beringer Capital Digital Group Inc., collectively known as Blue Acorn iCi, an Adobe Platinum partner in the United States, and a leader in digital customer experience, commerce and analytics on October 27, 2020.

The aggregate purchase consideration of JPY 3.29 billion (approximately $30 million). HIPUS handles indirect materials purchasing functions for the Hitachi Group. The entity provides end-to-end procurement capabilities, through its procurement function expertise, localized teamthree acquisitions of $189 million includes cash of $176 million and BPM networks in Japan.

On May 23, 2019, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 75% of voting interests in Stater N.V (Stater), a wholly owned subsidiary of ABN AMRO Bank N.V., Netherland, for a total cash consideration of Euro 154 million (approximately $171 million). Stater brings European mortgage expertise and a robust digital platform to drive superior customer experience.


On March 13, 2020, Infosys Nova Holdings LLC (a wholly owned subsidiary of Infosys Limited) acquired 100% of voting interests in Outbox Systems Inc. dba Simplus, a US based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to $250 million, comprising of cash consideration of $180 million, contingent consideration with an estimated fair value of up$13 million as on the date of acquisition. At the acquisition date, the key inputs used in determination of the fair value of contingent consideration are the probabilities assigned towards achievement of financial targets and discount rates ranging from 12% to $20 million, additional performance bonus and13.5%. The undiscounted value of contingent consideration as of March 31, 2021 was $16 million.

Additionally, these acquisitions have retention payouts of up to $50 million payable to the employees of Simplusthe acquiree over the next two to three years, from the acquisition date, subject to their continuous employment with the group and meeting certain targets. Simplus brings to Infosys globally recognized Salesforce expertise, industry knowledge, solution assets, deep ecosystem relationships and a broad clientele, across a varietyalong with achievement of industries.financial targets for the respective years.

B. BUSINESS OVERVIEW

 

OUR INDUSTRY

Software and computing technology are transforming businesses in every industry around the world in a profound and fundamental way. The continued reduction in the unitCompanies are rapidly adopting digital technologies to reimagine their cost of hardware, the explosion of network bandwidth, advanced software technologiesstructures, increase business resilience and technology-enabled-services are fueling the rapid digitization of business processesagility, personalize experiences for their customers and information. The digital revolution is cascading across industries, redefining customer expectations, automating core processesemployees, and enabling software basedlaunch new and disruptive market offerings. This disruption is characterized by personalized user experiences, innovative products and services, increased business agility, extreme cost performance andservices. While these trends have been unfolding for a disintermediationfew years now, they have been accelerated because of the supply chain. COVID-19 pandemic and resulting shifts.

Leveraging technologies and models of the digital era to both extend the value of existing investments and, in parallel, transform and future proof businesses, is increasingly becoming a top strategic imperative for business leaders. From an IT perspective, the renewal translates to re-imagining human-machine interfaces, extracting value out of digitized data,data: building next generation software applications and& platforms harnessing the efficiency of distributed cloud computing, and modernizing enabling legacy technology landscapes.landscapes and strengthening information security and data privacy controls.

The fast pace of technology change and the need for technology professionals who are highly skilled in both the traditional and digital technology areas are driving businesses to rely on third parties to realize their business transformation. Several new technology solution and service providers have emerged over the years, offering different models for clients to consume their solution and service offerings such as data analytics companies, software-as-a-service businesses, cloud platform providers, digital design boutiques, and specialty business process management firms.

While these developments present strong market opportunities for the IT industry, there is also an imperative need for IT services and solutions companies to transition from fast-commoditizing traditional service offerings, to attract and retain quality talent globally, to reimagine cost structures and leverage automation for increased productivity.

The COVID-19 pandemic has disrupted demand and supply chains across industries, negatively impacting the business of companies and driving the global economy toward a recession. Governments in several countries have imposed stringent lock-down in a bid to contain the spread of the disease. This in turn, has forced companies to reconfigure how their employees work and how their core business processes are supported and delivered. These events could cause companies to pause and reprioritize their spending on technology and business process outsourcing. However, it is becoming evident that companies that have previously digitized their operations have been more resilient. Consequently, in the medium and long term, it is very likely that businesses will continue to spend on technology related initiatives with a greater focus on automation, remote working, cloud-based applications, optimization of legacy technology costs etc. Several sectors are also seeking technology-based solutions immediately to tackle the health and economic crises – notably in healthcare, life sciences, banking, telecommunications and essential retail.

OUR STRATEGY

Our strategic objective is to build a sustainable and resilient organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees, generating profitable returns for our investors and contributing to the communities that we operate in.


Our clients and prospective clients are faced with transformative business opportunities due to advances in software and computing technology. These organizations are dealing with the challenge of having to reinvent their core offerings, processes and systems rapidly and position themselves as “digitally enabled”. The journey to the digital future requires not just an understanding of new technologies and new ways of working, but a deep appreciation of existing technology landscapes, business processes and practices. Our strategy is to be a navigator for our clients as they ideate, plan and execute on their journey to a digital future.


 

In 2018, we embraced a four-pronged strategy to strengthen our relevance with clients and drive accelerated value creationcreation:

 

1.

Scale Agile Digital

 

2.

Energize the core

 

3.

Reskill our people

 

4.

Expand localization

 

In fiscal 2020, we continued to execute on this strategy and generated significant outcomes. Specific strategic initiatives and their outcomes are described below.

For fiscal 2021, we will continue to execute our strategy along the same dimensions. The client market segments we serve are faced with challenges and opportunities arising from the COVID-19 pandemic and its resulting impact on the economy. We believe the investments we have made, and continue to make, in our strategy will enable us to advise and help our clients as they tackle thesethe current market conditions - especially in the areas of digitization of processes, migration to cloud based technologies, workplace transformation, business model transformation, enhanced cyber security controls and optimizing cost structures in IT. Further, we have been able to successfully enable most of our employees worldwide to work remotely and securely – giving us the operational stability to deliver on client commitments and ensuring our own business continuity.

 

The highlights of ourOver the last three years, we have executed on this strategy execution in fiscal 2020 are:and generated significant outcomes as described further below:

 

1.

Scale Agile DigitalDigital:: Our revenue from digital technology related services and solutions have more than doubled in the last three years, and currently comprises 48.5% of our total revenue. We are rated as a “leader” in 48 industry analyst ratings across our digital offerings. These outcomes are a result of investments we have made to expand our digital footprint via reskilling of our employees, targeted acquisitions, strong ecosystem partnerships, innovation experience centers across the world, intellectual property development, reconfiguring our workspaces for agile software development and enhancing our brand.

 

During fiscal 2020, we continued to invest in enhancing our digital capabilities and offerings that enable our clients to embrace digital technologies for their business transformation, resulting in nearly 40% of our revenue coming from digital services and solutions. We are rated as a “Leader” in 33 industry analyst ratings across digital offerings.

Our Human Experience related services expanded with the opening of 12 innovation experience centers around the world and the integration of our acquisitions of WongDoody and Brilliant Basics. We scaled our partnership with the Rhode Island School of Design to train 1000 creative designers.

Our Insight and Data Analytics services and solutions were further strengthened with the Data Analytics Workbench, that integrates capabilities of Nia, our in-house AI platform and various third-party big data solutions.

Our Innovate related services and solutions are boosted by 65,027 workspaces that have been specifically redesigned for agile software development, teams reskilled in agile methodologies, a large number of certified scrum masters and capabilities in emerging horizontal technologies such as Internet of Things and blockchain. Our existing offerings around industry specific solutions and skills were augmented with the acquisition of Stater N.V. in the Netherlands for mortgage services and with the integration of HIPUS in Japan for procurement solutions. We were able to significantly expand our Finacle core banking suite, McCamish insurance platform, Edge software suite, Skava ecommerce suite and Panaya automation suite in North American and European markets. We launched targeted offerings around 5G and software defined networks.


Our Accelerate related services are aimed at rapidly transforming our clients’ legacy technology landscapes and processes for digital transformation – by helping them migrate to cloud environments, modernize mainframe applications, abstract legacy applications through APIs and embed open-source technologies in new applications. We invested in and built strong partnerships with all cloud hyperscalers and SaaS providers. We expanded our capabilities in the Salesforce ecosystem through acquisitions of Fluido in the Nordics and Simplus in the USA. Our Automation and AI services grew on the back of our alliances with leading Robotic Process Automation (RPA) solution providers.

Our Assure services, in software testing and cyber security continued to grow. We launched Cyber Gaze, our cyber security dashboard and suite of related applications. We launched new cyber security operations centers in Bucharest, Romania and Indianapolis in the United States.

2.

Energize the CoreCore:: Leveraging automation and AI, we are winning and executing several engagements for our clients to modernize their core legacy technology and process landscapes. We made significant investments in our “Live Enterprise” platform, including our Bot Factory of preconfigured automation bots and LEAP, our platform for optimizing large scale application maintenance and reengineering. In fiscal 2021, we won a total contract value of over $14 billion dollars in large deals - more than four times of what we won in fiscal 2018 – demonstrating our capabilities and competitiveness in executing complex transformation programs. In addition, investments in our own internal systems, reimagination of our internal processes and automation of software development processes has helped increase our agility, boost productivity and enhance our competitiveness even in the current paradigm of remote working.

 

Every enterprise that is in transformation, including ours, needs to address the challenge of extracting higher return on existing assets while investing into newer business transformation initiatives. We are leveraging AI and automation techniques to energize our client’s and our own core technology and process landscapes.

At Infosys, we took on the challenge of breaking down nearly two decades of technology debt in an attempt to rewire ourselves as an agile, responsive enterprise that scales. We are targeting increased productivity, higher cost competitiveness, better agility and integrated systems. During fiscal 2020, we implemented our Live Enterprise platform internally. Over 100 internal software applications were optimized into three mobile applications, and currently approximately 45% of all internal transactions are conducted on mobile based applications, resulting in a significant uplift in productivity.

Components of the Live Enterprise platform have been launched for our clients to enable hyper productivity. We launched our Bot Factory, a repository of reusable automation components that enable rapid automation of our services and our client’s business processes. We also launched LEAP, our Live Enterprise Application Management Platform, a comprehensive tool to manage and optimize large scale software application maintenance and reengineering. Through these, and by adopting lean and agile processes, we are positioning ourselves to be more cost competitive on the one hand and better solutions provider on the other hand. This is helping us win large client engagements involving modernization of their legacy technology applications and infrastructure.

3.

Reskill our PeoplePeople:: Continuous learning and reskilling has always been integral to our operating model. We operate our reskilling program with the twin objectives of increasing fulfillment of demand for digital skills in client projects and for enriching the expertise of our global workforce in next generation technologies and methodologies. We invested in, and scaled, our digital reskilling program globally. Our in-house developed, anytime anywhere learning platform, Lex, offers over 1,800 courses curated for easy consumption on mobile devices with advanced telemetry, gamification and certification features. Over 240,0000 of our employees use Lex and are spending approximately 45 minutes per day on average for learning activities.

 

Continuous learning and reskilling have always been central to our culture, as evidenced in our state-of-the-art Global Education Center in Mysore, India. We operate our reskilling program with the twin objectives of increasing fulfillment of immediate digital skill requirements for client projects and for enriching the expertise of our global workforce in next generation technologies and methodologies. We have invested in and scaled our digital reskilling program globally. Our in-house developed, anytime-anywhere learning platform, Lex, offers over 850 micro courses curated for easy consumption on mobile devices with advanced telemetry, gamification and certification features. Over 233,000 of our employees use Lex and are spending approximately 35 minutes per day on average for learning activities. With reskilling becoming an imperative for almost everyone, we have also repurposed Lex and made it available to over half a million college students in India via our InfyTV app. For our clients, we released Wingspan, a customizable learning platform which is already live in several global client organizations.

4.

Expand LocalizationLocalization:: With the objective of creating differentiated talent pools and ecosystems in our markets, we made significant investments in expanding our local workforce in the United States, UK, Europe, Japan, China and Australia. We established innovation hubs, near-shore centers and digital design studios across geographies. Further, we expanded our university and community college partnerships in all these regions to aid internships, recruitment, training and joint research. In fiscal 2021, we recruited over 7,280 employees locally in our markets, of which 1,941 were fresh graduates. This workforce brings us greater diversity of skills and experience. This initiative also significantly de-risks our operations from regulatory changes related to immigration policies.

 

With the objective of creating differentiated talent pools and ecosystems in our markets, we have operationalized regional innovation hubs globally. In the USA, these are at Indianapolis, IN, Richardson, TX, Providence, RI, Hartford, CT, Raleigh, NC and Phoenix, AZ. In Europe, we opened near shore centers at Dusseldorf in Germany, Brno in Czech Republic and Bucharest in Romania. In addition, we commissioned new digital design hubs in London, Berlin and Amsterdam. In Australia, we have commissioned new hubs in Melbourne, Sydney and Adelaide. We further expanded our university and community college partnerships in all these regions to aid internships, recruitment, training and joint research. In fiscal 2020, we recruited over 6,932 employees locally in our markets, of which 2,035 were


fresh graduates. This workforce brings us greater diversity of skills and experience. This initiative also significantly de-risks our operations from regulatory changes related to immigration policies.

OUR STRUCTURE

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

Financial Services and Insurance

Life Sciences and Healthcare

Retail, Consumer Packaged Goods and Logistics

Communications, Telecom OEM and Media

Energy, Utilities, Resources and Services

Manufacturing

Hi-tech

Life Sciences and Healthcare

Others, which includes India, Japan, China, Infosys Public Services and other Public Service enterprises

 

Our solutions have been primarily classified as digital and core.

 

Digital:

Experience

Insight

Innovate

Accelerate

Assure

 

Core:

Application management services

Proprietary application development services

Independent validation solutions

Product engineering and management

Infrastructure management services

Traditional enterprise application implementation

Support and integration services

 

Our Products & Platforms includeinclude:

Finacle®

Edge Suite

Infosys Nia®

Infosys McCamish

Panaya®

Skava®

Stater Mortgage Servicing Platform

WingspanWingspan®

Infosys Meridian

CyberNext

LEAP

 

 


OUR SOLUTIONS AND CAPABILITIES

We provide our clients with a full range of business and technology solutions and capabilities, comprising:

1) Consulting

Infosys Global Consulting services help global corporations to develop solutions tailored to address their complex business challenges and create value through sustainable innovation. Our approach, with an eye on execution, combines creative thinking, industry expertise and global reach to enable companies achieve market-leading performance. We use design thinking to drive innovation for our clients while renewing their IT landscapes non-disruptively. We go beyond being traditional advisors and develop innovative strategies and solutions for clients by combining new disruptive technologies including AI and automation, open source software and start-up ideas.

We are defining, designing and delivering value to corporations across industries such as financial services, insurance, retail, consumer packaged goods, logistics, energy, utilities, healthcare, life sciences, manufacturing, communicationsresources, services (e.g. airlines, hospitality) and Hi-tech in the United States, Latin America, Europe, Asia, Australia, Canada, New Zealand and other geographies.

We offer consulting services in the following areas:areas of Business Transformation, Strategy and Architecture, Supply Chain, Enterprise Processes, Enterprise Applications, Digital Transformation, Insights and& Analytics, and Change andManagement & Learning.

Business Transformation: We enable clients to define and deliver technology-enabled transformations of their business. We also help clients implement their transformation strategy, including Mergers & Acquisitions, and manage and govern these programs.

Strategy and Architecture: We enable clients to get the best value from technology by developing an IT strategy, optimizing applications and infrastructure, implementing IT operating models, and governing the technical architecture for reliability and security.

Supply Chain: We optimize product flow from planning and procurement through reverse logistics by applying innovative digital and automated solutions. Our point and end-to-end solutions focus on reducing cost and increasing efficiency using process and technology tools across the product supply chain.

Enterprise Processes: We design the overall process model and eliminate organizational gaps to help clients achieve efficient processes. We also aid in building their supply chain and operation capabilities, addressing key challenges in finance functions and enhancing employee productivity.

Enterprise Applications: We offer Enterprise Application-enabled business transformation programs, and design and implementation of Oracle and SAP solutions. Our experience and knowledge in HANA strategy and technical architecture help us build HANA capabilities for clients. We offer HANA advisory and center of excellence services, platform services and business suite for SAP HANA (S/4).

Digital Transformation: Enabling clients to focus on their complete value chain, we offer customer relationship management, multi-channel commerce and digital marketing to improve customer experience and increase customer acquisition.

Insights and Analytics: We help clients utilize data, insights and real-time predictive analysis for better decision-making and optimizing processes. We provide a holistic service package from strategy to implementation, as well as advice on running master data management programs internally or externally.

Change Management and Learning: We help clients define and implement change agendas to streamline business objectives and enable new operational structures. We leverage latest technologies and social trends to help them enhance and retain knowledge, reduce learning costs, and comply with regulatory requirements.


Infosys Knowledge Institute

 

The Infosys Knowledge Institute (IKI), established in 2018, helps industry leaders(“IKI”) harnesses the collective intellectual capital of our employees, clients, partners, and academics to develop and share a deeper understanding of the business impact of technology. Combining surveys, quantitative analysis, and technologyexpert interviews, IKI creates perspectives, benchmarks, and diagnostic tools on trends through compelling thought leadership. Our researchersacross industries and subject matter experts provide a fact base that aids decision-making on critical business and technology issues. Our currentfunctions. Current research focuses on four strategic themes: digital culturetalent, sustainability, evolutionary.

operating models and the future of work, stakeholder capitalism, platforms,money. Recent major works have included Digital Radar, TechCompass trends series, AI and industry ecosystems.Agile indexes, and The Live Enterprise book. IKI also publishes regularly in leading business and technology media on industry, function, and technology trends.conducts roundtables and seminars. For more information, go to https://infosys.com/iki.

2) Enterprise Solutions (SAP, Oracle, EAIS and ECAS)

SAP

The Infosys SAP Practice provides SAP services to help our clients transform their operations, streamline and standardize business processes to ensure consistency across countries, consolidate platforms, and replace legacy systems with SAP applications. Our core SAP offerings include end-to-end SAP-enabled business transformation, S/4 HANA cloud transformation, package evaluation, package implementation services, global deployments, upgrades, master data management, business intelligence and analytics (HANA and S/4HANA), integration, mobility solutions, enterprise risk management, enterprise performance management, SAP basis and technology, and production support and maintenance services. We have a strong focus on the latest SAP technologies and products, and also provide platform-based offerings to our clients. Additionally, this Practice has expertise in industry-specific SAP solutions.

Oracle

The Infosys Oracle Practice provides end-to-end Oracle offerings to help transform our clients’ businesses and Enterprise Resource Planning (ERP) landscape. Our focus is on Oracle implementations, business transformation services, global rollouts, and application development, support and maintenance offerings. We have deep expertise across Oracle products and platforms, including next-generation offerings in Fusion Apps, Exadata capabilities, and Oracle Cloud offerings in Oracle Cloud Infrastructure, Human Capital Management (HCM) and Customer Relationship Management (CRM)(“CRM”). We have developed industry-specific Oracle solutions that our clients have implemented. We have also made significant investments in delivering core Oracle technologies, including the establishment of exclusive joint innovation centers and Centers of Excellence (CoEs) that are used in our client engagements.

Enterprise Application Integration (EAIS)(“EAIS”)

The EAIS practice helps customers renew their core business and innovate into new business through accelerated digitization in our focus areas - experience, digitization, connected devices, and new business models. At the core of EAIS is bringing together disparate systems through the use of next generation integration technologies along with best of breed enterprise applications. The fundamental themes of our offering are around helping customers renew their core business and innovate into new business through accelerated digitization of processes and technology, Service Oriented Architecture (SoA)(“SoA”), Digital Process Automation (DPA)(“DPA”), Business Process Management (BPM)(“BPM”), and Application Program Interface (API) etc.(“API”) along with Supply Chain Management (SCM)(“SCM”) solutions like Maximo. The focus areas are:

The SCM & Enterprise Asset Management (EAM)(“EAM”) Practice, which has in-depth expertise in creating point solutions on Order Management Systems (OMS)(“OMS”), Warehouse Management Systems (WMS), Planning, Procurement and EAM solutions for retail, manufacturing, energy, communications and financial services industries. EAIS also has multiple product offerings including Ariba, JDA,Blue Yonder, Sterling OMS, Manhattan WMS, and IBM Maximo.


The SoA & EAI Practice, which offers standardized and centralized integrated solutions to optimize SoA transformation for global enterprises with in-depth and clear-cut SoA Strategy, Architecture and Implementation. With proven capabilities to build industry-related solutions on various technology platforms, this Practice offers competitive and flexible engagement models with seamless delivery using automated integrated platforms. Product offerings include TIBCO, IM, SAG/WEBMETHODS and BIZTALK.


The API & Microservices Practice, a dedicated competency focused on implementing APIs as the new method of connecting and developing new applications, within and outside the enterprise. The API Economy is about instrumenting the systems, by carving fire-lanes of APIs and managing APIs using modern tools, so that evolution of frontends and back-ends can be decoupled. A dedicated competency at EAIS is involved in executing API management projects, building skills on API management, and creating thought leadership in API management space, with experts across multiple API solutions.

The API & Microservices Practice, a dedicated competency focused on implementing APIs as the new method of connecting and developing new applications, within and outside the enterprise. The API Economy is about instrumenting the systems, by carving fire-lanes of APIs and managing APIs using modern tools, so that evolution of frontends and back-ends can be decoupled. A dedicated competency at EAIS is involved in executing API management projects, building skills on API management, and creating thought leadership in API management space, with experts across multiple API solutions.

BPM Solutions Practice, to help global enterprises overcome business challenges through process orchestration, rules implementation, simplify business process, improve productivity, reduce costs, and significantly reduce time-to-market.

 

Microsoft Business Applications Services Practice

 

Our focus is to help our clients transform to agile, live and digital enterprises with renewed Business Applications across Enterprise Functions of Supply Chain, Finance, Distribution, Sales, Marketing, Service, Operations, Omni Channel, Smart Retail, and Customer Insights etc. ComplimentedInsights. Complemented by MS Power Platform which enables to automate Digital Transformation on Edges & Last Mile Experience.

The Microsoft Dynamics Practice, which caters to the business needs of both the large enterprises and mid-sized organizations by providing end-to-end services on Microsoft Dynamics™ AX, Microsoft Dynamics™ NAV and Microsoft Dynamics™ CRM. These solutions lower the total cost of ownership and ensure higher and quicker return on investment, thus enabling customers to use Microsoft Dynamics™ to maximize their business value and improve their competitiveness.

 

Enterprise Cloud Application Solutions (ECAS)(“ECAS”)

The ECAS Practice has been a Salesforce partner for more than a decade and provides end-to-end consulting, implementation, integration, and support services on customer experience platforms that include Sales Cloud, Service Cloud, Marketing Cloud, App Cloud, Community Cloud, Heroku, Internet of Things (IoT), Wave Analytics, and many AppExchange technologies. As Platinum partners of Salesforce, we have liaisonedliaised with Salesforce and invested heavily in creating Centers of Excellence. We have formed valuable collaborations with other Salesforce ISV partners and have capabilities in Apttus, CloudSense, CloudCraze, ServiceMax, and Financialforce. We have vertical competencies on Health Cloud and Financial Services Cloud and have developed native Salesforce solutions for life sciences, consumer packaged goods (CPG)(“CPG”), retail, manufacturing, and high-tech micro-verticals.

Fluido, a 100% subsidiary of Infosys, is a leading Salesforce advisor and consulting partner in Nordics and a recognized leader in cloud consulting, implementation and training services which enables us to execute on our strategy to help clients navigate the next in their digital transformation journey. This acquisition strengthens our position as a leading Salesforce enterprise cloud services provider and enhances our ability to provide clients an unparalleled cloud-first transformation.

We recentlyIn March 2020, we completed the acquisition of Simplus, one of the fastest growing Salesforce Platinum Partners in the USAUnited States and Australia. Simplus is a recognized leader and advisor in cloud consulting, implementation, data integration, change management and training services for Salesforce CPQ and Billing applications with a broad clientele, across a variety of industries including high-tech, financial services, retail, healthcare, life sciences and manufacturing.


Through this acquisition, coupled with the acquisition of Fluido, announced in September 2018, Infosys further elevateselevated its position as an end-to-end Salesforce enterprise cloud solutions and services provider, offering clients unparalleled capabilities for cloud-first digital transformation.

Digital Design and Experience Capabilities

Digital technology continues to impact our world through its transformative capability and pervasive impact. Digital is at the top of the agenda for most of our clients, resulting in strong demand for our services. Infosys Digital Design &and experience drives end-to-end digital transformation solutions for our clients to meet the rapidly ever-evolving demands of their consumers. Our key offerings include:


Strategy & Consulting: Our multidiscipline, broadly informed consulting team leverages the connected screen and touch point neutral strategies, and effective plans to reimagine, reshape and retool our clients’ businesses to drive rapid change, better positioning them for growth in a digital world.

Experience: We focus on enabling our customers to better connect with consumers, partners and employees. Our specific offerings in this area are an omni-channel experience, omni-channel commerce, digital marketing, and developing a workforce of the future.

Digitization: We focus on optimizing operations and simplifying processes for our customers, to enable them to provide better experiences. Our specific offerings include the digitization and simplification of processes, business process management, process SaaSification (Software on the Cloud) wrap and renew, and supply chain planning and fulfillment.

E-commerce: We combine strong digital commerce strategies and significant technology implementation with proven execution experience. Our partners represent the breadth and depth of front-office and back-office services, which drive end-to-end, world-class customer experience.

E2E Digital Operations: We address the consumer demands of the digital age by providing a turnkey service, which enables our clients to bring their digital ad operations (AdOps, SEO/SEM, Programmatic, PLAs, PPC,Search Engine Optimization (“SEO”), Search Engine Marketing (“SEM”), omni-channel commerce, Social Media) into the enterprise to maximize speed-to-market and personalization.

Mobility: As smart devices (phone, tablets and wearables) rapidly become more pervasive and intrinsic in our lives, enterprises are eagerly looking at ways to leverage this phenomenon and transform their business. The Mobility Practice at Infosys Digital plays a pivotal role in ‘smart devices-led digital transformation’ for our clients.

We accelerate the deployment of mobility-driven solutions through our pre-built solutions and reference architectures, industry-leading tools and frameworks, and an eco-system of innovative partner capabilities.

We continue to invest in research initiatives, experience design labs, the latest testing and automation tools, Digital Academy, User Experience (UX) Labs, and in our mobile centers of excellence along with enhancing the Skava® mobility platform. Our digital alliances, acquisitions and partnerships with leading strategic and innovative players are essential to our clients with end-to-end capabilities across the consulting, creative, technology and operations functions.

Our acquisitions to accelerate Digital Design and Experience Capabilities include:

WongDoody: WongDoody is Infosys’ Experience Design arm focused on North America. WongDoody currently has studios in Seattle, Los Angeles and New York and is part of Infosys’ global connected network of Experience Design (XD) studios. WongDoody will help to leverage award-winning, globally recognized strategic and creative capabilities to create the digital products, services and campaigns of the future, helping align CMOs and CIOs around their most critical initiatives. By combining WongDoody’s customer insights and design, with Infosys’ global reach and technological strength we deliver an end-to-end solution, driving digital business transformation for the Global Fortune 2000.

Brilliant Basics: Brilliant Basics (BB) is Infosys’ Experience Design arm focused on Europe. BB currently has studios in London, Berlin and Amsterdam and is part of Infosys’ global connected network of XD studios. Conversation to Creation is our approach to bringing Design, Technology and Business together to create products, services and experiences that would make life better, and that transform our clients into design-led companies.


Blue Acorn: During the year, we completed the acquisition of Blue Acorn iCi, an Adobe Platinum partner in the US, and a leader in digital customer experience, commerce and analytics. This acquisition further strengthens Infosys’ end-to-end customer experience offerings and demonstrates its continued commitment to help clients navigate their digital transformation journey. Blue Acorn iCi brings to Infosys, significant cross-technology capabilities through the convergence of customer experience, digital commerce, analytics, and experience driven commerce services.

Application Development Capabilities

We develop customized software solutions for our clients through projects that leverage a combination of our technical capabilities, domain understanding, consultative capabilities, intellectual property assets and methodologies. We aim to provide high-quality solutions that are secure, easy-to-deploy and modular, to facilitate enhancements and extensions. Our proprietary methodologies also allow our software applications to integrate stringent security measures throughout the software development lifecycle. Infosys' vast pool of consultants and certified program management professionals help our clients execute both projects and large transformation programs. 


With the rapid embrace of digitization by our clients, Infosys has taken the lead to move away from the traditional waterfall development approach to an Agile and Scrum based approach supported by a robust DevOps framework. Infosys’ global Agile and Virtual Scrum (distributed Agile project execution platform) solutions embody the best practices developed from more than 10001,000 projects. These best practices enable clients to leverage the benefits of globally distributed teams while retaining all the advantages of co-located Agile teams. Additionally, the service virtualization and continuous delivery frameworks, as part of the Infosys DevOps Ecosystem, ensure that, not just the development but also the delivery of IT solutions, embrace agility, which is the ultimate goal of our clients.

Our accelerated development ecosystem improves business agility and cycle time by leveraging standardized technical and business assets. Our Rapid Prototyping tool helps us engage with clients more effectively when gathering software requirements, and our Tabletop solution provides best-in-class collaboration to enable distributed story creation, design and development. Our Value Realization Method (VRM™) helps clients maximize business value early on in the lifecycle of a project, by driving measurable results along with Business Value Articulation, (BVA), through process improvements, to ensure we track value effectively.

Application Management Capabilities

Our Application Management services help our clients reduce their cost of IT operations, deliver higher business value, and bring technology innovation to transform and grow their business. We bring-in efficiencies through an industrialized, IP-based service delivery model. Through our automation platform, we enhance productivity and ensure consistent high-quality service delivery. Using machine learning algorithms and natural language processing, we are able to mine rich insights from IT support data and drive IT improvement strategies.

We help improve business availability through proactive monitoring of critical business processes using one of our IPs, thus reducing the impact of any potential business disruption. We have a structured, tool-based approach towards application portfolio analysis, which helps our clients harvest more value from existing assets. We also help our clients tap new technologies, to further grow and transform their business.

We have a dedicated team, which continuously monitors technology and business trends and develops solutions and accelerators that enable us to deliver best-in-class application management services to our clients.

Application Modernization Capabilities

Our Application Modernization services help modernize legacy systems to enhance flexibility, mitigate risk, minimize disruption, and lower costs. We address issues in the legacy system such as multiple technology platforms, high cost of maintenance, unsupported systems, shrinking employee expertise, lack of integration, and web capabilities. The services provide a metrics-based framework to help our clients choose from various modernization methods – such as web enabling, re-engineering, re-hosting, componentization, and new development.


Independent Validation Solutions

Our Independent Validation Solutions Practice offers end-to-end validation solutions, and specialized testing services, such as SoA testing, data warehouse testing, package testing, test consulting and other testing services, to clients across various industry verticals. Also, in response to changing market and client demands, we have introduced new service offerings such as cloud testing, infrastructure testing, test environment management, agile testing and security testing. Our quality assurance solutions are aimed at building high reliability and predictability in our client technology systems, keeping in mind the time-to-market and optimization constraints.

We have invested internally in developing technology-based solutions for test lifecycle automation, non-functional testing and vertical-specific testing. We have also built alliances with leading test tool vendors such as Hewlett-Packard Company (HP), IBM, Microsoft Corporation, CA, Inc., Parasoft Corporation, Micro Focus International plc, Compuware Corporation and TestPlant Ltd., and are involved in building joint solutions with some of these alliance partners. These testing solutions facilitate high reliability in our clients’ applications and products, while enabling us to deliver such solutions cost-effectively and with a reduced time-to-market. Our dedicated testing professionals are trained at an in-house testing academy in various areas, including industry domains, technology, quality processes, testing methodologies and project management. We also use a best-of-breed approach to include


industry-standard tools and our proprietary IP to achieve significant benefits across the testing lifecycle through the Infosys Test Lifecycle Platform, test management and data testing workbenches.

Our engagements span multiple geographies across business lines of our clients. We provide a broad range of services, including independent testing, maintenance testing, package testing for implementations, upgrades and roll outs, functional automation, performance testing, test process maturity assessment, Test Center of Excellence (TCoE) design and implementation, quality assurance transformation, and user acceptance testing. We provide these offerings through a ‘Managed Testing Services’ model, with centers of specialization for test automation, performance testing, data warehouse testing, SOASoA testing, test data management, infrastructure testing and user acceptance testing. With our managed testing services model and our test consulting services, we have played a key role in transforming our clients’ testing organizations, leading to continuous improvements in quality at reduced costs.

Data and Analytics

Our Data and Analytics (DNA) service helps customers realize business value from their data and drive superior business performance through better visibility and decision-making.

We work with customers across the entire lifecycle of their data, right from defining their DNA strategy, to defining and implementing their enterprise information architecture, data acquisition and transformation from disparate data sources, and organizing data to arrive at meaningful conclusions and derive actionable information and insights that are delivered through multiple channels, including self-service options. We also prescribe solutions to their business problems, and create models to predict future outcomes of their business processes through the use of statistical analysis, data mining, mathematical modeling, predictive analysis and data visualization tools, which finally leads to the application of robotics, machine learning and business process automation that relies on continuously accumulated knowledge and data to improve the efficiency of their business process.

We help customers achieve all these using systems that can work with the huge data volumes and enable near real-time insights through high-speed data ingestion and processing capabilities. The ‘Infosys Information Platform’ provides such capabilities with a reduced time-to-market, and significantly lowers the cost envelope for driving insights and predictive and prescriptive analytics.


 

The practice’s service offerings include:

DNA Strategy Consulting: define DNA strategy, roadmap and governance, advice on technology, architecture choices and assist our clients build their data, analytics and business intelligence competency centers.

Big Data, Architecture and Technology Consulting: define and implement end-to-end enterprise information architecture and enable clients to move onto the Infosys Information Platform.

Data Monetization to discover and realize new insights-led opportunities, unique to the business, to amplify outcomes and also innovate in unexplored directions.

Data Modernization to build a boundaryless data landscape powered by the cloud to scale data and pervasive analytics to democratize its consumption.

Data Consulting to shape the strategies, processes, structures and functional blueprints required to industrialize data capabilities and effectively manage change through the evolution.

Data Operations to codify the complexity of a boundaryless data landscape into agile, easy-to-manage operations driven by extreme automation.

Data Integration and Extract, Transform and Load (ETL): provide end-to-end services for building enterprise data warehouses, data marts, and data stores. This includes building best-in-class data models or adopting industry-specific models and building the entire data provisioning layer using ETL tools.

Master Data Management (MDM), Data Quality and Governance: define and implement MDM platforms using tools and custom technologies, and industry-specific data quality and governance services.

Business Intelligence and Reporting: Our information delivery services include reporting, dashboards and analytics.


Mobile, Self-Service and Visualization Technologies: enable end-users with self-service BI, and enable its consumption on mobile platforms. We also build next-generation reporting systems using best-in-class visualization technologies.

Mobile, Self-Service and Visualization Technologies: enable end-users with self-service BI, and enable its consumption on mobile platforms. We also build next-generation reporting systems using best-in-class visualization technologies.

Enterprise Performance Management: conceptualize and deliver enterprise performance management solutions that help corporations assess and analyze their performance around key KPIs, profitability analysis and the like, as well as applications that deliver capabilities based on financial consolidation and planning.

Data Mining and Predictive Analytics: design and develop data mining models, and predictive analytics systems.

Engineering Services Capabilities

Our Engineering services capabilities provides cutting-edge engineering solutions to support our clients across the product lifecycle of their offerings, from product conception and creation to sustenance and end-of-life management. This Practice features deep core and emerging engineering skills, and strong ecosystem partnerships, along with manufacturing and supply chain expertise that ranges from embedded firmware to composite material design. Our offerings enable clients to reduce time from concept to market, redesign products for new demands, and value-engineer for emerging markets. This is augmented by our investments in emerging technologies, which help clients gain from new business opportunities such as the IoT and Software Defined Networking (SDN).

We have over twenty years’ experience in delivering excellence to Fortune Global 500 clients across multiple industries, utilizing our Global Delivery Model to design, build, execute and manage complex projects requiring the integration of engineering services with IT and business process management (BPM). Our offerings include:

Mechanical products and systems, including the design and rendering of automotive, aircraft and industrial subsystems such as lightweight composite aero-structures, and design optimization leveraging knowledge-based engineering (KBE).

Communications engineering, including media services such as interactive TV solutions, large-scale network engineering, and enabling enterprise collaboration.

Electronic products and systems, ranging from the new product development (NPD) of home security and automation solutions and wearable medical devices, to high-end advanced driver assistance systems (ADAS) connected car solutions.


Software Product Development Services (SPDS) incorporating new technologies that enable clients across multiple industries to further differentiate their offerings.

Product Lifecycle Management (PLM), including implementation, systems integration and solution development.

We recently completed the acquisition of Kaleidoscope Innovation, a full-spectrum product design, development and insights firm innovating across medical, consumer and industrial markets, bolstering capabilities in the design of smart products. This acquisition demonstrates Infosys’ commitment to innovate for its clients and make meaningful impact on human lives through a combination of cutting-edge technologies. This collaboration further aims to revolutionize patient care, treatment, diagnostics and consumer health, across the world. With Kaleidoscope Innovation, Infosys will further strengthen its digital offerings and also its workforce, with a diverse talent pool having extensive knowledge of design and engineering.

Cloud and Infrastructure Management Capabilities

Our Cloud and Infrastructure services aim to be the most innovative service provider in the cloud and infrastructure services space. Our offerings are aimed at helping client organizations simplify and evolve their IT infrastructure for a digital future.

Increasingly, clients are migrating workloads to a hybrid environment, by benchmarking their internal IT infrastructure services on the basis of performance, cost, agility and reliability vis-à-vis private and public Cloud infrastructure. Infosys is poised to cater to this trend through our unique and comprehensive suite of solutions and methodologies based on ‘hybrid IT management’ and ‘workload migration to Cloud’.

At the same time, our industrialized service delivery and unified hybrid IT management approach deliver a simplified and responsive IT environment using the latest developments in automation, Cloud, analytics and mobility. With our automation assets, analytics-driven operations, and rapid environment deployment solutions, we have been able to reduce manual effort, improve asset utilization, and accelerate time-to-market.


Infosys has also made large investments to create comprehensive platforms and solutions aimed at addressing hybrid IT management and the industrialization of services. The platforms include:

Infosys Poly Cloud Platform: Today, most of the enterprises are in a pre-cloud era and have started to adopt cloud native, apps and platform-centric approaches. The Infosys Polycloud Platform, which enables enterprises to build vendor-agnostic solutions across cloud providers without worrying about getting locked in, while providing the flexibility to port from one provider to another. The Infosys Polycloud platform comprises the Smart Catalog, Telemetry Hub and an overall governance and security framework providing a seamless experience for multiple personas.

Infosys Automation Suite: Along with Infosys' IT operations analytics solution, this suite reduces manual effort significantly through process standardization, predictive analytics and workflow automation.

 

We completed the acquisition of GuideVision, one of the largest ServiceNow Elite Partners in Europe and an award winning enterprise service management consultancy specialised in offering strategic advisory, consulting, implementations, training and support on the ServiceNow platform. Through this acquisition, Infosys further enhances its digital capabilities, strengthens Infosys Cobalt portfolio of cloud services and reaffirms commitment to the growing ServiceNow ecosystem. GuideVision brings to Infosys, end-to-end offerings, including SnowMirror - a proprietary smart data replication tool for ServiceNow.

Infosys Cobalt – bringing together integrated solutions and capabilities

Infosys Cobalt is a set of services, solutions, and platforms that acts as a force multiplier for cloud-powered enterprise transformation. Infosys Cobalt helps businesses redesign the enterprise, from the core, and also build new cloud-first capabilities to create seamless experiences in public, private and hybrid cloud, across PaaS, SaaS, and IaaS landscapes. With Infosys Cobalt’s community leverage, enterprises can rapidly launch solutions and create


business models to meet changing market needs while complying with the most stringent global, regional and industry regulatory and security standards.

Expand innovation with the cloud community and its 14,000 cloud assets - Enterprises can leverage the full potential of the cloud ecosystem and Infosys Cobalt’s thriving community of business and technology innovators to drive increased business value. Working grassroots up and extending seamlessly to partner with clients, the cloud community provides access to a catalog of over 14,000 assets to help businesses leverage the potential of the cloud ecosystem. An example is the Infosys payer B2B platform creating a disruptive marketplace for employers and providers to come together to manage the health of employees. The Infosys Cobalt cloud community, over time, will expand to include start-ups, partners, academia, gig workers and citizen cloud developers.

Speed-to-market with over 200 industry cloud solution blueprints and Infosys Cobalt Labs - With Infosys Cobalt, enterprises can have ready access to a growing portfolio of over 200 cloud-first solution blueprints. Infosys Enterprise Service Management Café, for example, is an AI-powered solution built over the ServiceNow cloud platform, that delivers ready-to-launch applications. With Infosys Cobalt Labs, at Infosys global digital centers, businesses can also co-create new solutions and accelerate speed to market. More broadly, Infosys Cobalt Labs works with the Infosys partner ecosystem to pre-configure partnerships to prototype industry solutions as well.

Secure the globally dispersed enterprise – With Infosys Cobalt, regulatory and security compliance, along with technical and financial governance comes baked into every solution delivered. Enterprises count on Infosys Cobalt to securely access cloud capabilities and innovations from various partners with the assurance of the Infosys single-point accountability for secure outcomes.

Applied AI and Automation Capabilities

 

Infosys Applied AI & Automationhelps enterprises adopt a comprehensive approach and roadmap to scaling enterprise-grade AI for their businesses. Infosys Applied AI converges the power of AI, analytics and cloud to deliver new business solutions and perceptive experiences. The integrated offering will also future-proof and efficiently scale AI investments enterprise-wide while managing the risks. With Infosys Applied AI, businesses can readily access, deploy and contextualize services from the Applied AI cloud.

This offering will serve businesses, across industries, in building resilience into their operating model and uncovering smart innovations that deliver renewed and intuitive customer experiences for the next normal.

Discover ready-to-deploy solutions across the value chain - Working with Infosys Applied AI, companies can discover ways for AI to make an impact across the enterprise. A growing portfolio of ready-to-use Infosys AI solutions can be quickly adapted to their specific business needs. For example, an American bank used one of these solutions to create an NLP-based expense claims management mobile app. Infosys Applied AI also helps enterprises uncover actionable insights from their data estates, open-source data, and curated data exchanges on the cloud to build new AI models and use cases. With Infosys Applied AI, businesses can create custom solutions in the AI living labs, orchestrating offerings from startups and the Infosys partner ecosystem comprising over 30 leading providers of intelligent automation, AI solutions, data solutions, and enterprise security.

Future-proof and efficiently scale AI enterprise-wide - With Infosys Applied AI, enterprises can build their AI cloud, access open source AI software as a service on their hybrid cloud infrastructure, and harness edge AI capabilities. This can work in tandem with any hyperscale cloud provider's services providing more choices and future-proofing investments. For example, a leading communication services provider created a machine learning workbench for data engineers to collaborate, deliver, and industrialize a catalog of real-time enterprise-wide business solutions. Enterprises can also take advantage of a range of cognitive automation services and platforms to meet their needs.

Derisk AI in the enterprise to manage reputational risks - Businesses can rely on Infosys' membership in consortiums working for AI standards development. With Infosys applied AI, analytics model interpretability, bias detection, and continuous performance monitoring are dedicated capabilities atbuilt into various stages of the product lifecycle, from development to deployment and use. For example, using Infosys covering consulting, platform implementation, platform co-creation for client inapplied AI, & Automation space like Chatbots, Robotic Process Automation, Machine Learning, Cognitive Servicesa machinery manufacturer analyzed


warranty claims patterns to eliminate bias, from the data set and Analytics. This service line is product agnosticprocess, before reengineering and has competency in products like Watson, Nia, Azure AI/Cortana, Automation Anywhere, Blue Prism, UIPath and Workfusion. Core Offerings include:automating the claims approval process.

AI Discovery and Maturity Assessment consulting

AI led Transformation services contextualized for Industry segments

AI Based Platform implementations

AI & Automation CoE - Evangelization, Setup and implementation

Infosys Center for Emerging Technology Solutions (iCETS)

The Infosys Center for Emerging Technology Solutions (iCETS) is the emerging technology solution incubation partner for Infosys’ clients and units. iCETS provides next-generation platforms and innovation-as-a-service to futureproof enterprise businesses. The focus is responsibleon incubating New Emerging eXploratory Technology (NEXT) solutions for incubating new technological capabilities, competencies for emerging technologies, IP/Accelerators that differentiate service offerings and automation platforms. The mandate for iCETS is to keep an eye on emerging horizon and help service lines scale the adoption.

our clients orchestrated by Infosys Living Labs.

iCETS has developedenables enterprises to realize their Live Enterprise vision by developing and deployed platforms for our service lines that include Infosysdeploying next-generation offerings  – such as the Live Enterprise Application Management Platform (iAMP)(LEAP), which has a platform-centric approach for next generationAMS services that makes application management Smart Asset Store for reusable assets, data analysisagile, intelligent, integrated and migration tools that support DNA, Oracle and SAP Practices, platforms forbusiness-aligned. As a leader in data privacy, data testing and functional testing for IVS and IOT platform for Engineering Service. Infosys Enterprise Gamification Platform, recognized asData Privacy Suite (iEDPS), assists organizations in tackling the complexity and data privacy responsibilities of organizations to achieve both compliance and business productivity objectives. In order to address the increased cyber threats for our client’s business Infosys has built CyberNext, a holistic security-as-a-service platform. Through Infosys Cortex, an industry leadingAI-driven, cloud-first customer engagement platform, was incubated by iCETS along with location-based serviceswe transform digital customer service through purposeful communication and hyper personalized visualization/video. NIA Chatbot developed by iCETS has been recognized by industry Analysts and our clients alike. iCETS cybersecurity platform is core to our services in this space.

Our clients are facing a highly connected, competitive and technology-driven business environment. Predicting the next big threat or the next big opportunity is becoming increasingly difficult. Our clients expect us, as their innovation partners, to help differentiate them with proactive technology guidance and innovation. iCETS launched Living Labs as an offering to help our clients accelerate their NEXT. The Living Labs bring together the prowess of Design and Emerging Technologies to deliver innovation outcomes at scale. Infosys innovation led by iCETS is showcased at eachsmart decision-making capabilities. Most of our Innovation Hubs in US and Europeplatforms are designed to create the necessary environment for agile, immersive and experiential problem solving.

iCETS anchors university relationships and has established ongoing research and talent program with Stanford University and Cornell University. These initiatives are leveraged by our IP development teams.

We launched a program to programmatically sense, curate, incubate and scale startup networks complementing our services, called the ‘Infosys Innovation Network’ (IIN). A council of emerging technology experts, sales and delivery leadership have reviewed over 1000 startups in detail from across the world to identified opportunities for further incubation and scaling. For the selected startups, we extend easy access to our vast network of global clients, creating new opportunities for them. We support these startups to scale by complementing theirbe platform-a-a-service offerings with Infosys intellectual property and enterprise services capability - bringing together best of global innovation and reliable scale to our clients. If the start-ups we partner with meet our investment criteria, we could also provide them


with equity capital as a minority shareholder. We believe our ability to orchestrate several startups across emerging technologies like AI, Cybersecurity, Automation, Data Management, AR/ VR, blockchain and IOT is helping us address innovation needs across client priority areas like mortgage transformation, 5G, Smart Grids, Ambient spaces, business resilience, etc. WeIP / patent-led differentiation. These platforms have been able to create new revenue streamsbring in differentiated services while accelerating innovations for our clients.

Infosys Living Labs brings our entire innovation ecosystem to help clients meet their innovation-at-scale needs – on multiple dimensions. Here we proactively monitor and publish Trend Trees of Horizon 3 technologies and business trends. Assist our clients to foresee disruptions with Listening-Post-as-a-Service (LPaaS). Jointly working with our startupclients, we enable rapid prototyping, incubating and piloting innovative solutions. We also instill a culture of innovation with our Be The Navigator (BTN) program across large teams, provide shared innovation infrastructure for collaborative innovation, and ensure a seamless transition from a PoC to large-scale implementations with our global innovation hubs. Our evolving partner ecosystem, including startups, universities and hyperscalers, plays a critical role in the increased velocity of ideas and solutions for our clients.

Infosys Innovation Network (IIN) is a well-orchestrated partnership between select startups, universities, and Infosys to incubate and bring the best of emerging tech innovations from across the globe to our clients. The IIN program aims to create lighthouse wins for clients to experiment and implement the art-of-the-possible leveraging our global innovation ecosystem. Infosys de-risks client adoption of technology innovations and solutions by carefully curating these startups, finding the right fit and implementing early pilots. Infosys has also established partnerships with key client Corporate Venture Capital (CVC) firms to bring their portfolio startups on to Infosys’ network. Over the past 12 months, we’ve engaged with numerous startups and universities across geographies like the US, Finland, Israel, and India, working in our dataspaces like AI, fintech, cloud, cybersecurity, InsureTech, HealthTec, and engineering services.more. ICETS has supported over 100 innovation programs for clients like, American telecom companies, large banking institutions, European national postal service, and more, by bringing together Infosys platforms, innovations, and networks. We are currently in discussion with several startups with offeringsact as the contextualizer, crucible and orchestrator to fight the COVID-19 crisis serving both our clients and our Nations, helping our citizens and clients to get to new normal.driving next-generation innovations.

 

Business Process Management Capabilities

As part of our strategy, Infosys BPO has been renamed as Infosys BPM during fiscal 2018. This change in name is a true reflection of the paradigm shift in the nature of services that we offer and signifies our vision of ‘reimagining business processes’. Through our integrated ‘business domain people + software + empathy = humanware with ignited minds’ approach, we continue to co-create business value for our clients, by reshaping stakeholder experience.

Our business process management service offers services to operate, optimize and transform business processes. Infosys BPM enables clients to outsource several critical business processes that relate to specific industry verticals and functional horizontals, including digital business services, customer service, finance and accounting, human resource management, legal process management, supply chain operations, sourcing, procurement, and operational analytics.


Our objective is to meet our client’s business metrics by driving business value through process digitization, data driven decision making, automation, AI and vertical platforms, deep domain business expertise and enhanced visualization across the operations value chain. We are constantly working towards shaping ourselves as ‘advisors and practitioner consultants’ for our clients by enhancing the business efficiency, effectiveness and experience.

On May 23, 2019, Infosys took a majority shareholding in Stater N.V., that offers pure-play, end-to-end mortgage administration services in the Netherlands, Belgium and Germany. Stater is a market leader in the Benelux region, operating across the mortgage and consumer lending value chain with deep capabilities in digital origination, servicing and collection. Stater also brings deep European mortgage expertise and a robust digital platform to drive superior customer experience. Infosys will driveis driving the digital transformation roadmap of Stater with accelerators such as dynamic workflow, API layers, RPARobotic Process Automation (“RPA”) and analytics.

 

On April 1, 2019, Infosys completed the formation of a joint venture with Hitachi, Ltd., Panasonic Corporation and Pasona Inc., strategically enhancing its presence in Japan. The joint venture, formed by complementary, iconic companies coming together, is designedhelps to accelerate business process transformation leveraging digital procurement platforms for the local and global needs of Japanese corporations. Infosys will bringbrings its global expertise in procurement processes, consulting, analytics and digital technologies such as AI and Robotic Process Automation (RPA)RPA to the venture. Combined with Hitachi and Panasonic’s knowledge of their procurement functions and local teams, and Pasona’s human capital and BPM networks in Japan, the entity will provideprovides differentiated, end-to-end, efficient and high value procurement capabilities to corporations.

 

3) Products & Platforms

 

Edgeverve

EdgeVerve Systems Limited, a wholly owned subsidiary of Infosys, develops innovative software products and offers them on premise and on the cloud. Our products help businesses develop deeper connections with stakeholders, power continuous innovation and accelerate growth in the digital world. We power our clients’ growth in rapidly evolving areas like banking, distributive trade, credit servicing, customer service and enterprise buying. Today EdgeVerve products and platforms are used by global corporations across industries such as financial services, insurance, retail and CPG, life sciences, manufacturing and telecom. Our solutions are available in two broad categories – Edge suite and Finacle®.

Infosys Edge

Edge suite includes – AssistEdge®, CollectEdge®, TradeEdge® and ProcureEdge®. The solutions focus on realizing business outcomes for clients by driving revenue growth, cost effectiveness and profitability. AssistEdge®


is an award winning, proven and scalable platform that helps enterprises in service modernization through automation. It handles all aspects of automation – from end-to-end to assisted, and helps enterprises reduce operational costs and increase reliability of processes. CollectEdge® is an AI powered product designed to help lending organizations reduce delinquency rates, boost recoveries, improve operational efficiencies and enhance customer experience. TradeEdge® helps global companies, reach billions of new consumers and increase revenues while reducing non-productive inventory. ProcureEdge® helps global organizations to continuously discover and realize value across their Source-to-Pay (S2P) cycle through automation.

Finacle® 

Finacle® is an industry-leading universal banking solution suite. It addresses core banking, online banking, mobile banking, payments, treasury, origination, liquidity management, Islamic banking, wealth management, analytics and blockchain-based needs of financial institutions worldwide.

Infosys Nia®

Infosys Nia® is our knowledge-based AI platform that applies next-generation AI and machine learning to dramatically improve business and IT processes. The platform collects, aggregates and transforms organizational information; captures know-how across people, processes and legacy systems; and learns from them, using this


knowledge-base to amplify human capabilities. Infosys Nia® empowers enterprises to continuously transform systems and processes to meet the challenges of the dynamic business environment.

Infosys Nia Data is an advanced data analytics and machine learning platform that enables businesses to operationalize their data assets and uncover new opportunities for rapid innovation and growth.

Infosys Nia Knowledge is a platform that captures, formalizes, and processes knowledge and represents it in a powerful ontology-based structure. This allows the reuse of knowledge even as the underlying systems change.

Infosys Nia Automation is a platform that brings together predictive, cognitive, and robotic process automation. It automates repetitive and programmatic tasks and empowers an enterprise to allow its people to channel creativity, passion, and imagination into those tasks that bring greater value to customers.

The Infosys Nia® platform also powers specific business applications to solve business problems using the power of AI in different domains like Procurement, Demand fulfilment and Finance applicationsapplications.

McCamish

 

Infosys McCamish offers products and services in Individual Life Insurance and Annuities, Employer sponsored Benefits and Retirements and Producer Management. In addition to providing the VPAS® Platform in License, and SaaS engagements, Infosys McCamish also provides end to end BPM Policy administration services on the VPAS® Platform which provides BPM and SaaS/BPMSaaS-BPM hybrid engagement options. The VPAS® platform is a comprehensive software suite that provides rich functional depth for servicing all types of insurance and annuity products across the industry value chain on a single platform. The fully digital platform includes both Customer (policy holder) and Agent portals and API integration with smart devices and IoT components such as smart video and chat bots. The digital platform minimizes human touch points and provides robotic process automations with Straight Through Processing built directly into the platform. Depending on the type of engagement, Infosys McCamish can leverage one or more of its engineering accelerators such as the time-tested McCAP (Conversion Accelerator Platform).


Panaya®

Panaya, an Infosys company, is a SaaS change automation solution that reduces the time, cost and risk required to deliver changes to ERP applications like SAP®, Oracle® EBS and Salesforce.com changes. Powered by big data analytics and aggregating since 2008, Panaya Release Dynamix Suite delivers real time insights that help organizations determine dependencies, accelerated testing and ensure business continuity. It continues to drive innovation by enabling the continuous delivery of business-driven changes to systems of differentiation. Panaya’s customer base spans over 1600 enterprises worldwide, including over a third of the Fortune 500 companies across various markets including Utilities, Oil & Gas, Automotive, Manufacturing, Pharmaceuticals, Infrastructure and Services.

Skava®

Skava, an Infosys company, powers the next generation of digital transformation for leading retailers worldwide by delivering a highly versatile technology platform in the industry. Skava® enables digital shopping experiences for global brands across mobile, tablet, desktop, in-store, and all emerging channels.


 

 

OUR CLIENTS

We market our services to large enterprises throughout the globe. We have a strong market presence in North America, Europe and Asia Pacific.

Our revenues for the last three fiscal years by geography are as follows:

 

Geography

 

Fiscal

 

 

Fiscal

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

North America

 

 

61.5

%

 

 

60.5

%

 

 

60.4

%

 

 

61.3

%

 

 

61.5

%

 

 

60.5

%

Europe

 

 

24.1

%

 

 

24.1

%

 

 

23.7

%

 

 

24.2

%

 

 

24.1

%

 

 

24.1

%

Rest of the World

 

 

11.8

%

 

 

12.9

%

 

 

12.7

%

 

 

11.6

%

 

 

11.8

%

 

 

12.9

%

India

 

 

2.6

%

 

 

2.5

%

 

 

3.2

%

 

 

2.9

%

 

 

2.6

%

 

 

2.5

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

Segment reorganization

During fiscal 2019, the Group internally reorganized some of its business segments to deepen customer relationships, improve focus of sales investments and increase management oversight. Consequently, the prior year comparatives for the fiscal 2018 have been restated. Refer to Note 2.21 in Item 18 of this Annual Report on Form 20-F for further details.

Our revenues for the last three fiscal years by business segment were as follows:

 

Business Segments

 

Fiscal

 

 

Fiscal

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Financial services

 

 

31.5

%

 

 

32.0

%

 

 

32.8

%

 

 

32.4

%

 

 

31.5

%

 

 

32.0

%

Retail

 

 

15.5

%

 

 

16.4

%

 

 

16.1

%

 

 

14.7

%

 

 

15.5

%

 

 

16.4

%

Communications

 

 

13.2

%

 

 

12.6

%

 

 

12.6

%

 

 

12.6

%

 

 

13.2

%

 

 

12.6

%

Energy, Utilities, Resources and Services

 

 

12.9

%

 

 

12.5

%

 

 

11.8

%

 

 

12.5

%

 

 

12.9

%

 

 

12.5

%

Manufacturing

 

 

10.1

%

 

 

9.9

%

 

 

9.4

%

 

 

9.4

%

 

 

10.1

%

 

 

9.9

%

Hi-Tech

 

 

7.7

%

 

 

7.5

%

 

 

7.3

%

 

 

8.5

%

 

 

7.7

%

 

 

7.5

%

Life Sciences

 

 

6.4

%

 

 

6.3

%

 

 

6.7

%

 

 

6.8

%

 

 

6.4

%

 

 

6.3

%

All Other segments

 

 

2.7

%

 

 

2.8

%

 

 

3.3

%

 

 

3.1

%

 

 

2.7

%

 

 

2.8

%

Total

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

For fiscal 2021, 2020 2019 and 20182019 our largest client contributed 3.1%3.2%, 3.6%3.1% and 3.4%3.6%, respectively, of our total revenues.


The volume of work we perform for specific clients varies from year to year based on the nature of the assignments we have with our clients. Thus, a major client in one year may not provide the same level of revenues in a subsequent year. However, in any given year, a limited number of clients tend to contribute a significant portion of our revenues. Our revenues experience seasonality across certain quarters based on the billable effort that varies across quarters due to differences in the number of working days, for our clientsnumber of holidays and variation in the amount of client spending across quarters.

SALES AND MARKETING OVERVIEW

We have organized our sales and marketing functions into teams, in 46across more than 50 countries around the world, that focusfocusing on delivering digital solutions for specific industries and geographies. Our blenddepth of geographic reach and industry knowledge allowsallow us to deliverleverage global expertise tailored locally while tailoring it to eachserve every client's needs. Our strategy is focusedfocuses on articulating and demonstrating how we help enterprises navigate their next to build theirand become a Live Enterprise.

Infosys branding aspires

We aspire to position Infosys as the next-generation digital services company that helps enterprises steer through to the next milestone of their digital journey. Our brand is built around the premise that our almost four decades of experience in managing the systems and workings of global enterprises uniquely positions us to be the navigators for our clients. We do it by enabling the enterpriseenterprises with an AI-powered Core that helps prioritize the execution of change.Core. We also empower the business with agile digital at scale to deliver unprecedented levels of performance and customer delight. Our Always-on Learning foundation drives their continuous improvement through building and transferring digital skills, expertise and ideas from our innovation ecosystem. Our localization investments in talent and digital centers help accelerate the business transformation agenda. In this way, we help businesses continuously evolve into responsive Live Enterprises.


COMPETITION

We experience intense competition in traditional services and see a rapidly changing marketplace with new competitors arising in new technology areas who are focused on agility, flexibility and innovation.

We typically compete with other large global technology services providers in response to requests for proposals. Clients often cite our industry expertise, comprehensive end-to-end service capability and solutions, ability to scale, digital capabilities, established platforms, superior quality and process execution, distributed agile global delivery model, experienced management team, talented professionals and track record as reasons for awarding us contracts.

In the future, we expect intensified competition. In particular, we expect increased competition from firms that offer technology-based solutions to business problems and from firm’s incumbent in those market segments. Additionally, insourcing of technology services by the technology departments of our clients is another ongoing competitive threat.

HUMAN CAPITAL

Our professionals are our most important assets. We believe that the quality and level of service that our professionals deliver are among the highest in the global technology services industry. We are committed to remaining among the industry’s leading employers.

As of March 31, 2020,2021, we employed 242,371259,619 employees, of which 228,449245,037 are professionals involved in service delivery to clients, including trainees. During fiscal 2020,2021, we added 14,24817,248 new hires, net of attrition. Our culture and reputation as a leader in the technology services industry enables us to recruit and retain some of the best available talent in India and other countries we operate in.

We have built our global talent pool by recruiting new students from premier universities, colleges and institutes in India and through need-based hiring of project leaders and middle managers across the globe. We recruit students who have consistently shown high levels of achievement from campuses in India. We also recruit students from campuses including the United States, the United Kingdom, Australia, Singapore, Japan, Germany, Canada, Mexico and China. We rely on a rigorous selection process involving aptitude tests and interviews to identify the best applicants. This selection process is continually assessed and refined based on the performance tracking of past recruits.


During fiscal 2020,2021, due to lockdown in most countries we hire in, we had to innovate and pivot our recruitment process to conduct interviews virtually. We developed Infosys InTap platform and used it to complete the recruitment process. Likewise, the employee joining process also had to be pivoted to allow remote joining and induction. Our Launchpad tool provides a guided flow for our new hires throughout the onboarding process, making the entire process paperless and faster resulting in faster deployment on projects.

During fiscal 2021, we received 2,141,3731,427,618 employment applications, interviewed 150,130135,216 applicants and extended offer of employment to 83,31948,029 applicants. These statistics do not include our subsidiaries.

INTELLECTUAL PROPERTY

Our intellectual property rights are critical to our business. We rely on a combination of patent, copyright, trademark and design laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. As on March 31, 2020,2021, we have applied for 765 unique patent applications669 pending or registered patents in India, the U.S.EU, US and other key jurisdictions. We have been granted 451 patents by the United States Patent and Trademark Office, 1 patent by the Luxembourg Patent Office, 16 patents by the Indian Patent Office, 1 patent by the Intellectual Property Office of Singapore and 3 patents by African Regional Intellectual Property Organization. We also have 47429 trademarks registered or pending across classes identified for various goods and services in India and in otheracross 51 countries. We require employees, independent contractors and whenever possible, vendors to enter into confidentiality agreements upon the commencement of their relationships with us. These agreements generally provide that any confidential or proprietary information developed by us or on our behalf be kept confidential. These agreements also provide that any confidential or proprietary information disclosed to third parties in the course of our business be kept confidential by such third parties. However, our clients usually own the intellectual property in the software we develop for them.


We regard our trade name, trademarks, service marks and domain names as important to our success. We rely on the law to protect our proprietary rights to them, and we have taken steps to enhance our rights by filing trademark applications where appropriate. We have obtained registration of our key brand ‘INFOSYS’ as a trademark in both India and in the United States. We also aggressively protect these names and marks from infringement by others.

EFFECT OF GOVERNMENT REGULATION ON OUR BUSINESS

Regulation of our business by the Indian government affects us in several ways. We benefit from certain tax incentives promulgated by the Government of India, including the export of IT services from Special Economic Zones (“SEZs”). As a result of such incentive, our operations have been subject to relatively lower Indian tax liabilities. The Taxation Laws (Amendment) Act, 2019 has provided an option to domestic companies to opt for concessional tax rate of 25.17% under section 115BAA of the Income Tax Act, 1961 subject to certain conditions including not availing certain deductions or exemptions under the Income Act.

 

We have also benefited from the liberalization and deregulation of the Indian economy by the successive Indian governments since 1991. However, there are restrictive Indian laws and regulations that affect our business, including regulations that require us to obtain approval from the RBI and / or the Ministry of Finance of the Government of India in certain cases, to acquire companies incorporated outside India and regulations that require us, subject to some exceptions, to obtain approval from relevant government authorities in India in order to raise capital outside India. The conversion of our equity shares into ADSs is governed by guidelines issued by the RBI. 

The Indian Companies Act, 2013 has introduced the concept of compulsory corporate social responsibilities. As per the Indian Companies Act, 2013, all companies having net worth of rupees five hundred crore or more (approximately $66$68 million), turnover of rupees one thousand crore or more (approximately $132$137 million) or a net profit of rupees five crore or more (approximately $1 million) during any financial year will be required to constitute a Corporate Social Responsibility (CSR) Committee of the board of directors and spend at least 2% of itstheir average net profit for the immediately preceding three financial years on CSR. The CSR committee should consist of three or more directors, at least one of whom will be an independent director, and the Company should have a CSR policy approved by the Board. Consequent to the requirements of the Indian Companies Act, 2013, $54 million was contributed towards corporate social responsibility activities during fiscal 2020.2021.

The ability of our technology professionals to work in the United States, Europe and in other countries depends on the ability to obtain the necessary visas and work permits as described in Item 3 – Risk Factors.


LEGAL PROCEEDINGS

SEC Investigation and Regulatory Inquiry

 

The Audit Committee appointed an externalGroup is subject to legal counsel to conduct an independent investigation into allegations made in anonymous whistleblower complaints received by the Company. This was disclosed to the Stock Exchangesproceedings and the Securities and Exchange Commission (SEC) on Form 6-K on October 22, 2019. The outcome of the investigation did not result in restatement of previously issued financial statements and this was disclosed in a press releaseclaims, which was filed with the Stock Exchanges and SEC on Form 6-K on January 10,2020. The Company cooperated with an investigation by the SEC in regard to the whistleblower matter. In March 2020, the Company received notification from the SEC, that the SEC has concluded its investigation and the Company does not anticipate any further action by the SEC on this matter. Further, the Company has responded to all the inquires received from the Indian regulatory authorities and will continue to cooperate with the authorities for any additional requests for information.

Additionally, in October 2019, a purported class action lawsuit was filedhave arisen in the United States District Court forordinary course of business. The Group’s management reasonably expects that these legal actions, when ultimately concluded and determined, will not have a material and adverse effect on the Eastern DistrictGroup’s results of New York against the Company and certain of its current and former officers. The complaint was brought on behalf of a putative class, consisting of personsoperations or entities who purchased the Company’s publicly traded securities between July 7, 2018 and October 20, 2019, and purported to bring claims for violations of the US federal securities laws. On May 21, 2020, the plaintiff filed a stipulation which voluntarily dismissed the action without prejudice.financial condition.

C. ORGANIZATIONAL STRUCTURE

Refer to Note 2.20, Related Party transactions under Item 18 of this Annual Report on Form 20-F for details about our subsidiaries.

D. PROPERTY, PLANT AND EQUIPMENT

The campus of our corporate headquarters is located at Electronics City, Bengaluru, India. Infosys City consists of approximately 4.7 million square feet of land and 6.86.7 million square feet of operational facilities. The campus features, among other things, an Education, Training and Assessment unit, a Management Development Center and extensive state-of-the-art conference facilities.

Additionally, we have leased independent facilities measuring approximately 982,000861,000 square feet in Electronics City which accommodate approximately 10,4009,200 employees.


Our capital expenditure on property, plant and equipment for fiscal 2021, 2020 and 2019 and 2018 was $285 million, $465 million, $349 million, and $310$349 million, respectively. All our capital expenditures are financed out of cash generated from operations. As of March 31, 2020,2021, we had contractual commitments for capital expenditure of $180$100 million.

Our software development facilities are equipped with a world-class technology infrastructure that includes networked workstations, servers, data communication links and videoconferencing.

Currently, we have presence in 220234 locations across 46more than 50 countries. Appropriate expansion plans are being undertaken to meet our expected future growth.

 


Our most significant owned and leased properties are listed in the table below.

 

Location

 

Building

Approx.

Sq. ft.

 

 

Seating

capacity

 

 

Ownership

 

 

Land

Approx.

Sq. ft.

 

 

Ownership

 

Building

Approx.

Sq. ft.

 

 

Seating

capacity

 

 

Ownership

 

 

Land

Approx.

Sq. ft.

 

 

Ownership

 

Software Development Facilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bengaluru (Infosys City Main Campus), Karnataka

 

 

6,587,416

 

 

 

34,844

 

 

Owned

 

 

 

4,692,563

 

 

Owned

 

 

6,587,416

 

 

 

37,623

 

 

Owned

 

 

 

4,692,657

 

 

Owned

 

Bengaluru Sarjapur & Billapur, Karnataka

 

 

 

 

 

 

 

 

 

 

 

15,127,184

 

 

Owned

 

 

 

 

 

 

 

 

 

 

 

15,091,856

 

 

Owned

 

Bengaluru Attibele, Karnataka

 

 

 

 

 

 

 

 

 

 

 

2,333,518

 

 

Owned

 

Bhubaneswar (Chandaka Industrial Park), Orissa

 

 

1,375,898

 

 

 

4,317

 

 

Owned

 

 

 

1,999,455

 

 

Leased

 

 

1,375,898

 

 

 

4,317

 

 

Owned

 

 

 

1,999,455

 

 

Leased

 

Bhubaneswar (Info Valley Goudakasipur & Arisol), Orissa

 

 

615,485

 

 

 

4,532

 

 

Owned

 

 

 

2,218,040

 

 

Leased

 

 

615,485

 

 

 

4,532

 

 

Owned

 

 

 

2,218,040

 

 

Leased

 

Chandigarh (SEZ Campus)

 

 

1,135,580

 

 

 

6,187

 

 

Owned

 

 

 

1,316,388

 

 

Leased

 

 

1,135,580

 

 

 

6,187

 

 

Owned

 

 

 

1,316,388

 

 

Leased

 

Chennai (Sholinganallur), Tamil Nadu

 

 

157,984

 

 

 

696

 

 

Owned

 

 

 

578,043

 

 

Leased

 

 

157,984

 

 

 

857

 

 

Owned

 

 

 

578,043

 

 

Leased

 

Chennai (Maraimalai Nagar), Tamil Nadu

 

 

3,639,091

 

 

 

20,217

 

 

Owned

 

 

 

5,617,084

 

 

Leased

 

 

3,639,091

 

 

 

20,217

 

 

Owned

 

 

 

5,617,084

 

 

Leased

 

Hyderabad (Manikonda Village), Andhra Pradesh

 

 

2,018,050

 

 

 

11,058

 

 

Owned

 

 

 

2,194,997

 

 

Owned

 

 

2,018,050

 

 

 

11,238

 

 

Owned

 

 

 

2,194,997

 

 

Owned

 

Hyderabad (Pocharam Village), Andhra Pradesh

 

 

4,003,345

 

 

 

23,934

 

 

Owned

 

 

 

19,618,277

 

 

Owned

 

 

4,547,917

 

 

 

25,414

 

 

Owned

 

 

 

19,618,277

 

 

Owned

 

Mangalore (Pajeeru and Kairangala Village), Karnataka

 

 

2,307,393

 

 

 

6,715

 

 

Owned

 

 

 

15,740,424

 

 

Owned

 

 

2,307,393

 

 

 

6,715

 

 

Owned

 

 

 

15,740,424

 

 

Owned

 

Mangalore (Pajeeru and Kairangala Village), Karnataka

 

 

 

 

 

 

 

 

 

 

 

6,970

 

 

Leased

 

 

 

 

 

 

 

 

 

 

 

6,970

 

 

Leased

 

Mysore (Hebbal Electronic City), Karnataka

 

 

11,824,218

 

 

 

15,898

 

 

Owned

 

 

 

15,362,340

 

 

Owned

 

 

11,824,218

 

 

 

15,898

 

 

Owned

 

 

 

15,362,340

 

 

Owned

 

Pune (Hinjewadi), Maharashtra

 

 

129,700

 

 

 

413

 

 

Owned

 

 

 

1,089,004

 

 

Leased

 

 

112,376

 

 

 

824

 

 

Owned

 

 

 

1,089,004

 

 

Leased

 

Pune (Hinjewadi Phase II), Maharashtra

 

 

6,123,575

 

 

 

33,315

 

 

Owned

 

 

 

4,987,787

 

 

Leased

 

 

6,123,575

 

 

 

33,430

 

 

Owned

 

 

 

4,987,787

 

 

Leased

 

Pune (Ascendas SEZ), Rented Building Maharashtra

 

 

1,026,409

 

 

 

9,066

 

 

Leased

 

 

 

 

 

 

1,026,409

 

 

 

9,066

 

 

Leased

 

 

 

 

 

 

 

Thiruvananthapuram, Attipura Village, Kerala

 

 

2,739,655

 

 

 

10,735

 

 

Owned

 

 

 

2,178,009

 

 

Leased

 

 

2,739,655

 

 

 

10,735

 

 

Owned

 

 

 

2,178,009

 

 

Leased

 

Jaipur (M-City), Rajasthan

 

 

778,245

 

 

 

7,143

 

 

Owned

 

 

 

1,829,527

 

 

Leased

 

 

778,245

 

 

 

7,143

 

 

Owned

 

 

 

1,829,527

 

 

Leased

 

Jaipur (Mahindra World City), Rajasthan

 

 

 

 

 

 

 

 

6,452,568

 

 

Leased

 

 

 

 

 

 

 

 

 

 

 

6,452,568

 

 

Leased

 

Nagpur - Dahegaon Village (SEZ campus)

 

 

26,900

 

 

 

288

 

 

Owned

 

 

 

6,193,211

 

 

Leased

 

 

26,900

 

 

 

288

 

 

Owned

 

 

 

6,193,211

 

 

Leased

 

Indore - Tikgarita Badshah & Badangarda Village (SEZ campus)

 

 

363,680

 

 

 

1,386

 

 

Owned

 

 

 

5,666,307

 

 

Leased

 

3,71,880

 

 

 

1,386

 

 

Owned

 

 

 

5,666,307

 

 

Leased

 

Hubli - Gokul Village (SEZ campus)

 

 

363,817

 

 

 

1,572

 

 

Owned

 

 

 

1,875,265

 

 

Leased

 

3,63,817

 

 

 

1,572

 

 

Owned

 

 

 

1,875,265

 

 

Leased

 

Noida - Plot No A-1 to A-6 Sector 85

 

 

 

 

 

 

 

 

 

 

1,201,346

 

 

Leased

 

 

 

 

 

 

 

 

 

 

 

1,201,346

 

 

Leased

 

Mohali Plot No I-3 Sector 83 A IT City SAS Nagar

 

 

19,430

 

 

 

191

 

 

Owned

 

 

 

2,178,009

 

 

Leased

 

 

19,430

 

 

 

191

 

 

Owned

 

 

 

2,178,009

 

 

Leased

 

Sira Taluk, Tumakur District

 

 

8,205

 

 

 

 

 

Owned

 

 

 

9,212,758

 

 

Owned

 

 

8,205

 

 

 

 

 

Owned

 

 

 

9,866,161

 

 

Owned

 

Kolkata- New Town

 

 

 

 

 

 

 

 

 

 

 

2,178,009

 

 

Owned

 

 

 

 

 

 

 

 

 

 

 

2,178,009

 

 

Owned

 

Indianapolis USA Northwest Quarter Sec 23&24th Morion County

 

 

 

 

 

 

 

 

 

 

 

2,449,693

 

 

Owned

 

 

 

 

 

 

 

 

 

 

 

2,362,573

 

 

Owned

 

Shanghai Infosys Technologies (Shanghai) Co. Ltd(1)

 

 

1,057,985

 

 

 

4,765

 

 

Owned

 

 

 

657,403

 

 

Leased

Shanghai Infosys Technologies (Shanghai) Co. Ltd(1)

 

 

1,057,985

 

 

 

4,765

 

 

Owned

 

 

 

657,403

 

 

Leased

 

 

(1)

The nature of the ownership is that of a land use right.


Note: The above table includes buildings of over 500,000 sq. ft. and land over 440,000 sq. ftft. including buildings on these lands.

Additionally, we have opened hubs at Indianapolis,in Indiana, Connecticut, North Carolina, Phoenix, Rhode Island, Texas and TexasArizona in the United States where we have commissioned approximately 450,000 sq, ftsq. ft. area with approximately 3,300 seating capacity.

Item 4 A. Unresolved Staff Comments 

None.


Item 5. Operating and FinancialFinancial Review and Prospects

The consolidated financial statements of the Company included in this Annual Report on Form 20-F have been prepared in accordance with International Financial Reporting StandardsIFRS as issued by International Accounting Standards Board (IFRS).IASB. The discussion, analysis and information presented in this section should be read in conjunction with our consolidated financial statements included herein and the notes thereto.

OPERATING RESULTS

This information is set forth under the caption entitled 'Management's“Management's Discussion and Analysis of Financial Condition and Results of Operations'Operations” below and is incorporated herein by reference.

LIQUIDITY AND CAPITAL RESOURCES

This information is set forth under the caption entitled 'Management's“Management's Discussion and Analysis of Financial Condition and Results of Operations'Operations” below and is incorporated herein by reference.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We have committed, and expect to continue to commit in the future, a portion of our resources to research and development. Efforts towards research and development are focused on refinement of methodologies, tools and techniques, implementation of metrics, improvement in estimation process and the adoption of new technologies.

TREND INFORMATION

This information is set forth under the caption entitled ’Management's“Management's Discussion and Analysis of Financial Condition and Results of Operations’Operations” below and is incorporated herein by reference.

 


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on Form 20-F. This discussion and other parts of this Annual Report on Form 20-F contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report on Form 20-F. Please also see “Special Note Regarding Forward-Looking Statements.” For a comparison of our results of operations for the fiscal years ended March 31, 2020 and 2019, see the section “Results for Fiscal 2020 compared to Fiscal 2019” under “Management's Discussion and Analysis of Financial Condition and Results of Operations” of Item 5 in our Annual Report on Form 20-F for fiscal 2020, filed with the SEC on May 29, 2020, and incorporated herein by reference.

Overview

Infosys is a leading provider of consulting, technology, outsourcing and next-generation digital services, enabling clients in 46more than 50 countries to create and execute strategies for their digital transformation.

Our vision is to build a globally respected organization delivering best-of-breed business solutions, leveraging technology, delivered by best-in-class people. We are guided by our value system which motivates our attitudes and actions. Our core values are Client Value, Leadership by Example, Integrity and Transparency, Fairness and Excellence (C-LIFE).

Our.Our strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees and generating profitable returns for our investors and contributing to the communities that we operate in.

ESG Vision and Ambitions

Almost four decades after our inception, when we first made the commitment to be a values-driven company, we continue to place responsible stewardship at the heart of its business strategy.

In October 2020, we launched our ESG Vision 2030 to shape and share solutions that serve the development of businesses and communities.

Our 2030 vision reflects how ESG will continue to be integral to Infosys’ sustainable business performance. Infosys will continue to be carbon neutral across Scope 1, 2 and 3 emissions every year.

We will expand reskilling initiatives to cover 10 million plus people with digital skills and empower 80 million plus lives with technology for good programs in e-governance, healthcare, and education. We commit to nurture greater inclusivity and strengthen our gender diverse workforce with at least 45 percent women employees.

Infosys will grow its stakeholder focus and bring their interests, whether customer, employee, supplier or shareholder, to the fore through an empowered, diverse and inclusive Board. We will further strengthen data privacy and information security standards across global operations.

Our clients and prospective clients are faced with transformative business opportunities due to advances in software and computing technology. The journey to the digital future requires not just an understanding of new technologies and new ways of working, but a deep appreciation of existing technology landscapes, business processes and practices. Our strategy is to be a navigator for our clients as they ideate, plan, and execute on their journey to a digital future.

We continue to embrace a four-pronged strategy to strengthen our relevance with clients and drive accelerated value creation:

 

1.

Scale Agile Digital

 

2.

Energize the core


 

3.

Reskill our people

 

4.

Expand localization

Our primary geographic markets are North America, Europe, Rest of the World and India. We serve clients in financial services and insurance; retail, consumer packaged goods and logistics; communication, telecom OEM and Media;media; energy, utilities, resource and services; manufacturing; hi-tech; life sciences and healthcare.

There are numerous risks and challenges affecting the business. These risks and challenges are discussed in detail in the section entitled 'Risk Factors' and elsewhere in this Annual Report on Form 20-F.

We were founded in 1981 and are headquartered in Bengaluru, India. We completed our initial public offering of equity shares in India in 1993 and our initial public offering of ADSs in the United States in 1999. We completed three sponsored secondary ADS offerings in the United States in August 2003, June 2005 and November 2006. We did not receive any of the proceeds from any of our sponsored secondary offerings.

COVID-19

 

The World Health Organization declaredCOVID-19 pandemic is a global pandemic of the novel coronavirus disease (COVID-19) on February 11, 2020. The disease has infected millions of people across the world. To prevent the rapid rise of infections, governments of almost all countries severely restricted travel, mandated extreme “social distancing” measureshumanitarian and reduced demand-supply chains to only thosehealth crisis, that are “essential”. Office complexes, such as our campuses and our client offices and supplier offices have been asked to operate with minimal or no staff for extended periods of time. This in turn, has caused uncertainty in near term demand for our services from clients and disruptions in our ability to service some of our client engagements.

The crisis has affected, and continues to impact all of our key stakeholders including our employees, clients, vendor partnersinvestors and communities. We operate in many countries that are reporting second and third wave of infections. The actions taken by various governments to contain the communities that we operate in. COVID-19 pandemic, such as closing of borders and lockdown restrictions, has resulted in significant disruption to people and businesses. While vaccines have been made available, there are delays in vaccinating larger populations, increased instances of variants and infections, and consequential stress on the healthcare sector. Consequently, market demand and supply chains have been affected.

In responding to this crisis, our primary objective ishas been to ensure the safety of our employees world-wide,worldwide, to deliver our client commitments, and put in place mechanisms to protect the financial well-being of the Company and protect its long-term prospects.


To effectively respond toDuring the year, we launched several health and manage to this crisis,wellness programs for our employees covering various aspects of physical and emotional well-being, counselling support and awareness. In particular, together with health professionals and hospitals across our various locations, we triggered our business continuity management program and set up a cross functional core governance team, chaired by our Chief Operating Officer, with representation from each of our global regions and from relevant functions within the organization.

Prioritizing Employees

In keeping with our employee-first approach, we quickly instituted measures to trace all employees of the company and assure ourselves of their well-being.

We set up global communication channels to ensure constant updates of status and consistent communication of decisions and to alleviate concerns ofoffered COVID-19 related care for our employees and clients. These included a 24x7 helpdesk, regular teleconferencestheir families. Working closely with government authorities, we launched COVID-19 vaccination centers in our campuses and videoconferences with Company leadership, employee town halls and extensive email communication. We also set up counselling sessionsat select hospitals in India for eligible employees. For those employees to provide them emotional support and to provide health tips for their well-being in the current situation.

To provideworking from our physical offices, we have established a safe work environment and protocols for our employeestesting and partners, the following actions have been taken:

Established processes for reporting, quarantiningquarantine. We are closely monitoring regulations and supporting any personnel suspected of or confirmed having tested positive for the disease.

Established detailed protocol for evacuation and sanitization of our office buildings in the event of a suspected or confirmed health incident.

Increased cadence of sanitization of our office facilities and transport vehicles, and implemented various social distancing measures in our campuses.

Ensured availability of thermal scanners, masks, hygiene products, medicines and medical facilities at our offices.

Issuedaccordingly issuing travel advisories to our employees and partners in line with government regulations and restricted participation in any events that have large gatherings.

Made requiredemployees. We made arrangements to ensure the safety and wellbeingwell-being of our employees who have travelled for business to locations outside their home country and are currently restricted from travelling back.

Created detailed plans for enabling return-to-work inAt this time, a phased manner, that emphasize social distancing and hygiene.

Business Continuity

Most of our office locations, around the world, are currently operating on a minimally-staffed basis or completely shut down in compliance with local government orders. In India, where the majority of our workforce is based,employees across the government has mandated a lockdown starting March 25, 2020. As of the date of this filing, only a small percentage of employees have been allowed to return to our office campuses in India.

To ensure continuity for our client projects, we have taken the following actions:

Bringing additional focus to communication, co-ordination and partnership with clients

Implemented the agreed-upon business continuity plans in coordination with our clients.

Enabled remote working for our employees worldwide via secure laptop and desktops. By March 20, 2020, we had enabled 93% of our employees to be ableworld continue to work remotely. As of the date of this filing, 98%March 31, 2021, we had enabled 99.3% of our employees are enabled.

Only essentialwith a secure remote working environment and 96.5% of our employees were working remotely. Employees engaged in critical services for our clientsclient projects, business continuity operations and our own operations are being supportedprojects that manage sensitive client data continued to work from our campuses in India.

Increased bandwidth capacities for our data networks and monitoring usage.

Enabledoffices. We enabled extensive use of collaboration platforms.

Published guidelines for employees to work from home, including sensitizing them about the aspects of confidentiality, data privacyplatforms and cyber threats.

Implemented information security controls for remote working and activity monitoring.

Continuecontinue to monitor the productivity of employees as they work remotely,remotely. We successfully conducted several client, partner and any impacts to client deliverables.


Community Outreach

As a responsible member ofemployee related events online during the communities we serve and operate in, we are contributing to various COVID-19 related programs in India and the United States.year.

Rs.100 crore (approximately $14 million) support contribution from the Infosys Foundation in India, of which 50% is towards the Prime Ministers CARES Fund. The balance 50% is being used for expanding hospital capacity for treatment, provision of ventilators, personal protective equipment for healthcare workers and to ensure access to food and nutrition for migrant workers. In addition, the Infosys Foundation in India is helping to set up a dedicated hospital in Bangalore for treatment of COVID-19 patients.

Contributing in building various technology-based solutions for local governments in India and the USA for contact tracing and follow up.

Infosys Foundation USA, via its Pathfinders Institute, has made available its entire curricula of online computer education to schoolteachers, educators and families.

In the UK, our teams have been instrumental in rapidly building an application for rapid recruitment of professionals into the NHS.

Several volunteers in our development centers have been helping distribute food essentials to poorer sections of the community with door to door visits.

We initiated a campaign for employees to donate part of their salary to the COVID -19 fund.

Business Implications

The impact of COVID-19 in the last quarter of fiscal 2020 was not significant on the Company. Two-third of that impact was supply led – as we were ramping up our enablement of work-from-home. About a third of that impact was demand led – in part due to lack of approvals from clients for our employees on their projects to work from home and in part because of ramp down in some client projects.

The Company anticipates a continued slowdown in client technology spending in the near-term, influenced by a broader global economic recession and impact to certain sectors. In the near term, this could result in continued lower demand for our services and solutions, especially in areas of discretionary technology related spending by our clients. However, in the longer term, we see increased opportunity for our business as enterprises accelerate their digital transformation initiatives.

With some impact due to project deferrals and softening of discretionary spends, there will be some margin pressure in the near term. In response to these new contours of projected demand, Infosys is working to optimize itsour cost structure and execute operational rigor to ensure execution excellence of our operations. Some of the activities initiated are:

Improverigor. We improved liquidity and cash management with a rigorous focus on working capital cycles, including collections, receivables and any other blocked cash. Leverage our debt free Balance Sheet and a superior local currency credit rating of A3 from Moody’s if required.

Reduce capital expenditures other than any committed or non-discretionary expenditures.

Accelerate operationaland cost optimization initiatives such as automation, employee pyramid rationalization, controlling onsite-offshore ratios, optimizing subcontractor and travel costs, deferring employee compensation revisions and promotions, and delaying hiring of new employees.optimization.

A detailed description of specific risks arising from the COVID-19 pandemic is included inavailable under the Risks Factors section “Risk Factors” of this Annual Report.report.

Cybersecurity

Our business and operations are subject to cybersecurity and other information security risks that could have a material effect on our results of operations, liquidity, and financial condition. For discussion of these risks, please see section entitled ‘Risk Factors’ in this Annual Report on Form 20-F.


 

Key matters pertaining to subsidiaries

Acquisitions

On April 1, 2019, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 81% of ownershipDuring fiscal, 2021 the Group, completed three business combinations to complement its digital offerings and end to end customer experience offerings to customers by acquiring 100% voting interests in Hitachi Procurement Service Co. Limited (HIPUS), a wholly owned subsidiary of Hitachi Ltd, Japan for a total cashin:

1.

GuideVision, s.r.o a ServiceNow Elite Partner based in Europe on October 1, 2020.

2.

Kaleidoscope Animations, Inc. a U.S. based product design and development services focused primarily on medical devices on October 9, 2020 and

3.

Beringer Commerce Inc. and Beringer Capital Digital Group Inc., collectively known as Blue Acorn iCi, an Adobe Platinum partner in the United States, and a leader in digital customer experience, commerce, and analytics on October 27, 2020.

The aggregate purchase consideration of JPY 3.29 billion (approximately $30 million). HIPUS handles indirect materials purchasing functions for the Hitachi Group. The entity provides end-to-end procurement capabilities, through its procurement function expertise, localized teamthree acquisitions of $189 million includes cash of $176 million and BPM networks in Japan. The Group’s equity interest in HIPUScontingent consideration with an estimated fair value of $13 million as on the date of acquisition. At the acquisition date, the key inputs used in determination of the fair value of contingent consideration are the probabilities assigned towards achievement of financial targets and discount rates ranging from 12% to 13.5%. The undiscounted value of contingent consideration as atof March 31, 2020 is 81%. The non-controlling shareholders of HIPUS2021 was $16 million.

Additionally, these acquisitions have a put option which, if exercised, would require the Group to purchase the remaining shares in HIPUS. Consequently, the Group recorded a financial liability with a corresponding adjustment to equity.

On May 23, 2019, Infosys Consulting Pte Limited acquired 75% of ownership and voting interests in Stater N.V (Stater), a wholly owned subsidiary of ABN AMRO Bank N.V., Netherland, for a total cash consideration of Euro 154 million (approximately $171 million). Stater brings European mortgage expertise and a robust digital platform to drive superior customer experience. The Group’s equity interest in Stater on the date of acquisition and as at March 31, 2020 is 75%. The Group has a call option to acquire the remaining shareholdings held by non-controlling interests in Stater. The non-controlling shareholders of Stater also have a put option which, if exercised, would require the Group to purchase the remaining shares in Stater. Consequently, the Group recorded a financial liability with a corresponding adjustment to equity.

On March 13, 2020, Infosys Nova Holdings LLC (a wholly owned subsidiary of Infosys Limited) acquired 100% of voting interests in Outbox Systems Inc. dba Simplus, a US based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to $250 million, comprising of cash consideration of $180 million, contingent consideration of up to $20 million and additional performance bonus and retention payouts of up to $50 million payable to the employees of Simplusthe acquiree over the next two to three years, from the acquisition date, subject to their continuous employment with the group and meeting certain targets. Simplus brings to Infosys globally recognized Salesforce expertise, industry knowledge, solution assets, deep ecosystem relationships and a broad clientele, across a varietyalong with achievement of industries.financial targets for the respective years

Corporate actions

Capital allocation policy

Fiscal 20202021

The Board in its meeting on July 12, 2019, reviewed and approvedEffective fiscal 2020, the Capital Allocation Policy of the Company after taking into consideration the strategic and operational cash requirements of the Company in the medium term. The Company expects to return approximately 85% of the free cash flow cumulatively over a 5-yearfive year period through a combination of semi-annual dividends and/or share buyback and/or special dividends, subject to applicable laws and requisite approvals, if any. Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS. Dividend and buyback payouts include applicable taxes.


Buyback completed in August 2019

The Board in its meeting on April 13, 2018, reviewed and approved the Capital Allocation Policy of the Company after taking into consideration the strategic and operational cash requirements of the Company in the medium term. The Board decided to retain the current policy of returning up to 70% of the free cash flow of the corresponding Financial Year in such manner, as may be decided by the Board from time to time, subject to applicable laws and requisite approvals, if any. Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS. Dividend payout includes Dividend Distribution Tax (DDT). Additionally, the Board had identified an amount of up to ₹13,000 crore (approximately $2 billion) to be paid to shareholders in the form of

A special dividend of ₹5 per share ($0.08 per share) (adjusted for September 2018 bonus issue) to be paid in June 2018. This resulted in a subsequent payout of ₹2,633 crore ($386 million) (including dividend distribution tax and divided paid on treasury shares).

Identified an amount of up to approximately ₹10,400 crore (approximately $1.6 billion) to be paid out to shareholders for fiscal 2019, in such a manner, to be decided by the Board, subject to applicable laws and requisite approvals

In line with the above,capital allocation policy, the Board, at its meeting held on January 11, 2019,April 14, 2021, approved the buyback of equity shares, from the open market route through the Indian stock exchanges, amounting to ₹9,200 crore (Maximum Buyback Size, excluding buyback tax) (approximately $1,227 million*) at a price not exceeding ₹1,750 per share (Maximum Buyback Price) (approximately $23.3* per share), subject to shareholders' approval in the ensuing Annual General Meeting.

During the year, the Company had paid an Interim Dividend of ₹12 per share (approximately $0.16 per share) and has announced a final dividend of ₹15 per share (approximately $0.20 per share), subject to shareholders’ approval in the ensuing Annual General Meeting.

After returning the above amounts, the Company would have returned approximately 83% of the free cash flow for fiscal 2020 and fiscal 2021 through dividends and buybacks, in line with the capital allocation policy announced in July 2019.

*USD-INR rate of 75.00


Fiscal 2020

Buyback completed in August 2019

Based on the postal ballot which concluded on March 12, 2019, the shareholders approved the proposal of the above buyback of equity shares from the open market route through Indian stock exchanges of up to ₹8,260 crore (maximum buyback size) (approximately $1,184 million) at a price not exceeding ₹800 per share (maximum buyback price), subject to shareholders’ approval by way of a postal ballot. Further, the Board also approved a special dividend of ₹4 per share ($0.06 per share) that resulted in a payout of approximately ₹2,107 crore (approximately $296 million) (including dividend distribution tax and divided paid on treasury shares converted using exchange rate on the date of payment).


The shareholders approved the proposal of the above buyback of equity shares through the postal ballot that concluded on March 12, 2019.share. The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the open market route through Indian stock exchanges at the maximum buyback price of ₹800 per equity share.exchanges. The buyback of equity shares through Indian stock exchanges commenced on March 20, 2019 and was completed on August 26, 2019. During this buyback period, the Company purchased and extinguished a total of 110,519,266 equity shares from the stock exchange at an average buyback price of ₹747.38/- per equity share comprising 2.53% of the pre buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of ₹8,260 crore (excluding transaction costs) ($1,183 million). The Company funded the buyback from its free reserves.

After the execution of the above, along with the special dividend (including dividend distribution tax) of ₹2,633 crore ($386 million) already paid in June 2018, the Company completed the distribution of ₹13,000 crore ($1,866 million*) which was announced as part of its capital allocation policy in April 2018.

*As the USD/INR exchange rates have moved from April 2018 when the capital allocation policy was announced, the total capital allocation in US$ terms amounts to $1,866 million (comprising $1,184 million pertaining to the buyback as mentioned above, $386 million towards special dividend paid in June 2018 and $296 million towards special dividend paid to shareholders in January 2019).

 

2. Dividend

The following table sets forth for the dividend per share declared for fiscal 2021, 2020 2019 and 2018:2019:

 

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018(5)

 

 

 

in ₹

 

 

in $ (4)

 

 

in ₹

 

 

in $ (4)

 

 

in ₹

 

 

in $(4)

 

-Interim dividend

 

 

8.00

 

 

 

0.11

 

 

 

7.00

 

 

 

0.10

 

 

 

6.50

 

 

 

0.10

 

-Final dividend

 

9.50(1)

 

 

 

0.13

 

 

10.50

 

 

0.15

 

 

10.25

 

 

0.16

 

-Special dividend

 

 

-

 

 

 

-

 

 

 

4.00

 

 

 

0.06

 

 

5.00

 

 

0.08

 

 

 

 

17.50

 

 

 

0.24

 

 

 

21.50

 

 

 

0.31

 

 

 

21.75

 

 

 

0.34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payout ratio (interim and final dividend)

 

 

 

 

 

53.5%(3)(6)

 

 

 

 

 

 

68.1%(2)

 

 

 

 

 

 

69.8%(2)

 

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

 

in

 

 

in $ (5)

 

 

in

 

 

in $ (5)

 

 

in

 

 

in $(5)

 

- Interim dividend

 

 

12.00

 

 

 

0.16

 

 

 

8.00

 

 

 

0.11

 

 

 

7.00

 

 

 

0.10

 

- Final dividend

 

15.00 (1)

 

 

 

0.20

 

 

 

9.50

 

 

 

0.13

 

 

 

10.50

 

 

 

0.15

 

- Special dividend

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.00

 

 

 

0.06

 

 

 

 

27.00

 

 

 

0.36

 

 

 

17.50

 

 

 

0.24

 

 

 

21.50

 

 

 

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payout ratio (interim and final dividend)

 

 

 

 

 

52.2%(2)(3)

 

 

 

 

 

 

53.5%(2)

 

 

 

 

 

 

68.1%(4)

 

 

(1)

Recommended by the Board of Directors at its meeting held on April 20, 2020,14, 2021, subject to the approval by the shareholders at the Annual General Meeting of the Company scheduled to be held on June 27, 2020.19, 2021.

(2)

Our pastpresent capital allocation policy was to pay up to 70% of free cash flow*. Dividend payouts include Dividend Distribution Tax.

(3)

Our present capital allocation policyeffective fiscal 2020 is to pay approximately 85% of the free cash flow* cumulatively over a 5-year period through a combination of semi-annual dividends and/or share buyback and/or special dividends, subject to applicable laws and requisite approvals, if any. Dividend and buyback payouts include applicable taxes, if any.

(4)(3)

Based on outstanding number of shares on March 31, 2021.

(4)

Our past capital allocation policy in fiscal 2019 was to pay up to 70% of free cash flow*. Dividend payouts include Dividend Distribution Tax.

(5)

Converted at the monthly exchange rate in the month of declaration of dividend.

(5)*

Adjusted for September 2018 bonus issue, wherever applicable.

(6)

Based on outstanding number of shares on March 31, 2020.

*

Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS.IFRS


3. Stock incentive plans

2015 Stock Incentive Compensation Plan

On March 31, 2016, pursuant to the approval by the shareholders through postal ballot, the Board has been authorized to introduce, offer, issue and allot share-based incentives to eligible employees of the Company and its subsidiaries under the 2015 Stock Incentive Compensation Plan (the 2015 Plan). The maximum number of shares under the 2015 Plan shall not exceed 24,038,883 equity shares. These instruments will generally vest over a period of 4four years and the Company expects to grant the instruments under the 2015 Plan over the period of 4four to 7seven years. These Restricted Stock Unitsrestricted stock units (RSUs) and stock options shall be exercisable within the period as approved by the Nomination and Remuneration Committee. The exercise price of the RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant.


Consequent to the September 2018 bonus issue, all the then outstanding options granted under the stock option plan have been adjusted for bonus shares. Unless otherwise stated, all the prior period share numbers in this note have been adjusted to give effect to the September 2018 bonus issue.

Controlled trust holds 18,239,35615,514,732 and 20,324,98218,239,356 shares as at March 31, 20202021 and March 31, 2019,2020, respectively, under the 2015 Plan. Out of these shares, 200,000 equity shares each have been earmarked for welfare activities of the employees as at March 31, 20202021 and March 31, 2019.2020.

 

Infosys Expanded Stock Ownership Program 2019

On June 22, 2019 pursuant to approval by the shareholders in the Annual General Meeting, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the Infosys Expanded Stock Ownership Program 2019 (the 2019 Plan). The maximum number of shares under the 2019 Plan shall not exceed 50,000,000 equity shares. To implement the 2019 Plan, up to 45,000,000 equity shares may be issued by way of secondary acquisition of shares by Infosys Expanded Stock Ownership Trust. The RSUs granted under the 2019 Plan shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee). The performance parameters will be based on a combination of relative Total Shareholder Return (TSR) and operating performance metrics of the company as decided by the administrator. Each of the above performance parameters will be distinct for the purposes of calculation of the quantity of shares to vest based on performance. These instruments will generally vest between a minimum of 1one to maximum of 3three years from the grant date. A copy of the trust deed for the Trust is filed as an exhibit to this Annual Report.

The following is the summary of grants made under the 2015 Plan and 2019 Plan during fiscal 2021, 2020 2019 and 2018:2019:

 

Particulars

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

2015 Plan

 

 

 

 

 

 

 

 

 

 

 

 

RSU and ESOP - Equity settled

 

 

 

 

 

 

 

 

 

 

 

 

Key Managerial Personnel (KMPs)*

 

 

506,526

 

 

 

696,480

 

 

 

2,199,146

 

Employees other than KMP

 

 

3,347,650

 

 

 

3,644,220

 

 

 

3,345,220

 

 

 

 

3,854,176

 

 

 

4,340,700

 

 

 

5,544,366

 

RSU and ESOP- Incentive units (cash settled)

 

 

 

 

 

 

 

 

 

 

 

 

KMPs

 

 

180,400

 

 

 

 

 

 

 

Employees other than KMP

 

 

475,740

 

 

 

74,090

 

 

 

100,080

 

 

 

 

656,140

 

 

 

74,090

 

 

 

100,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Plan

 

 

 

 

 

 

 

 

 

 

 

 

Equity settled RSU

 

 

 

 

 

 

 

 

 

 

 

 

KMPs

 

 

352,793

 

 

 

 

 

 

 

Employees other than KMP

 

 

1,738,500

 

 

 

 

 

 

 

 

 

 

2,091,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total grants

 

 

6,601,609

 

 

 

4,414,790

 

 

 

5,644,446

 


Information in the table above is adjusted for September 2018 bonus issue wherever applicable.

*

Upon Dr. Vishal Sikka's (ex-CEO) resignation from the roles of the company, the unvested RSUs and ESOPs have been forfeited.

Particulars

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

2015 Plan

 

 

 

 

 

 

 

 

 

 

 

 

RSU - Equity settled

 

 

2,660,611

 

 

 

3,854,176

 

 

 

4,340,700

 

RSU - Incentive units (cash settled)

 

 

115,250

 

 

 

656,140

 

 

 

74,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Plan

 

 

 

 

 

 

 

 

 

 

 

 

Equity settled Performance based RSU

 

 

1,596,408

 

 

 

2,091,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total grants

 

 

4,372,269

 

 

 

6,601,609

 

 

 

4,414,790

 

Refer to Item 6 of this Annual Report on Form 20-F for details on grants to individual KMPsKMPs.

During the years ended March 31, 2020,2021, March 31, 20192020 and March 31, 2018,2019, the Company recorded an employee stock compensation expense of $45 million, $34 million, $29 million and $13$29 million, respectively in the statement of comprehensive income.

For additional information of the Company’s stock incentive compensation plans, Refer to Note 2.17 Employees’ Stock Options Plans under Item 18 of this Annual Report on Form 20-F.

Adoption of accounting standards

IFRS 16, Leases

Effective April 1, 2019, the Group adopted IFRS 16 “Leases” and applied the standard to all lease contracts existing on April 1, 2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date of initial application. Consequently, the Group recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right of use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the lessee’s incremental borrowing rate at the date of initial application. Comparatives as at and for the year ended March 31, 2019 have not been retrospectively adjusted and therefore will continue to be reported under the accounting policies included as part of our Annual Report on Form 20-F for year ended March 31, 2019.

On transition, the adoption of the new standard resulted in recognition of 'Right of Use' (ROU) asset of $420 million, 'Net investment in sublease of ROU asset' of $62 million and a lease liability of $520 million. The cumulative effect of applying the standard, amounting to $6 million was debited to retained earnings, net of taxes. The effect of this adoption is insignificant on the operating profit, net profit for the period and earnings per share. IFRS 16 has resulted in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease payments.

The adoption of IFRS 16 has resulted in additional disclosures. Refer to Note 2.8 in Item 18 of this Annual Report on Form 20-F for further details.

Results of Operations

The following table illustrates our compounded annual growth rate in revenues, net profit, earnings per equity share and number of employees from fiscal 20162017 to fiscal 2020:2021: 

 

(Dollars in millions except per share and employee data)

 

(Dollars in millions except per share and employee data)

 

 

Fiscal 2020

 

 

Fiscal 2016

 

 

Compounded annual

growth rate

 

 

Fiscal 2021

 

 

Fiscal 2017

 

 

Compounded annual

growth rate

 

Revenues

 

 

12,780

 

 

 

9,501

 

 

 

7.7

%

 

 

13,561

 

 

 

10,208

 

 

 

7.4

%

Net profit

 

 

2,338

 

 

 

2,052

 

 

 

3.3

%

 

 

2,623

 

 

 

2,140

 

 

 

5.2

%

Net profit attributable to Owners of the company

 

 

2,331

 

 

 

2,052

 

 

 

3.2

%

 

 

2,613

 

 

 

2,140

 

 

 

5.1

%

Earnings per equity share (Basic)

 

 

0.55

 

 

0.45*

 

 

 

5.1

%

 

 

0.62

 

 

0.47*

 

 

 

7.2

%

Earnings per equity share (Diluted)

 

 

0.55

 

 

0.45*

 

 

 

5.1

%

 

 

0.61

 

 

0.47*

 

 

 

6.7

%

Number of employees at the end of the fiscal year

 

 

242,371

 

 

 

194,044

 

 

 

5.7

%

 

 

259,619

 

 

 

200,364

 

 

 

6.7

%


 

*

Adjusted for bonus issue

 


* Adjusted for bonus issue

Revenue growth in reported numbers was attributable to a number of factors, including an increase in the volume of business as well as an expansion in the solutions that we provide to our clients. We added 475 new customers (gross) during fiscal 2021 as compared to 376 new customers (gross) during fiscal 2020 as compared toand 345 new customers (gross) during fiscal 2019 and 283 new customers (gross) during fiscal 2018. For fiscal 2020, 2019 and 2018, 97.5%, 97.3% and 98.5%, respectively, of our2019. We define revenues came from repeat business which we define as revenues from a client that also contributed to our revenues during the prior fiscal year. For fiscal 2021, 2020 and 2019, 96.2%, 97.5% and 97.3%, respectively, of our revenues came from repeat business.

The following table sets forth certain financial information as a percentage of revenues:

 

(in %)

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Revenues

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

Cost of sales

 

 

66.9

 

 

 

65.2

 

 

 

64.0

 

 

 

65.1

 

 

 

66.9

 

 

 

65.2

 

Gross margin

 

 

33.1

 

 

 

34.8

 

 

 

36.0

 

 

 

34.9

 

 

 

33.1

 

 

 

34.8

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

5.2

 

 

 

5.4

 

 

 

5.0

 

 

 

4.6

 

 

 

5.2

 

 

 

5.4

 

Administrative expenses

 

 

6.6

 

 

 

6.6

 

 

 

6.7

 

 

 

5.8

 

 

 

6.6

 

 

 

6.6

 

Total operating expenses

 

 

11.8

 

 

 

12.0

 

 

 

11.7

 

 

 

10.4

 

 

 

11.8

 

 

 

12.0

 

Operating margin

 

 

21.3

 

 

 

22.8

 

 

 

24.3

 

 

 

24.5

 

 

 

21.3

 

 

 

22.8

 

Other income, net

 

 

3.1

 

 

 

3.5

 

 

 

4.7

 

 

 

2.2

 

 

 

3.1

 

 

 

3.5

 

Finance cost

 

 

(0.2

)

 

 

 

 

 

 

 

 

(0.2

)

 

 

(0.2

)

 

 

 

Reduction in the fair value of Disposal Group held for sale

 

 

 

 

 

(0.3

)

 

 

(0.2

)

 

 

 

 

 

 

 

 

(0.3

)

Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale"

 

 

 

 

 

(0.5

)

 

 

 

 

 

 

 

 

 

 

 

(0.5

)

Share in net profit/(loss) of associate, including impairment

 

 

 

 

 

 

 

 

(0.1

)

Profit before income taxes

 

 

24.2

 

 

 

25.5

 

 

 

28.7

 

 

 

26.5

 

 

 

24.2

 

 

 

25.5

 

Income tax expense

 

 

5.9

 

 

 

6.9

 

 

 

6.0

 

 

 

7.2

 

 

 

5.9

 

 

 

6.9

 

Net margin

 

 

18.3

 

 

 

18.6

 

 

 

22.7

 

 

 

19.3

 

 

 

18.3

 

 

 

18.6

 

Non-controlling interests

 

 

(0.1

)

 

 

 

 

 

 

 

 

 

 

 

(0.1

)

 

 

 

Net margin attributable to owners of the company

 

 

18.2

 

 

 

18.6

 

 

 

22.7

 

 

 

19.3

 

 

 

18.2

 

 

 

18.6

 


During fiscal 2019, the Group internally reorganized some of its business segments to deepen customer relationships, improve focus of sales investments and increase management oversight. Consequent to the internal reorganization, there were changes in the reportable business segment based on “Management Approach” as defined under IFRS 8 – Operating Segments. Pursuant to this change, reportable segments are as follows:

Financial Services, which includes enterprises in Financial Services and Insurance

Retail, which includes enterprises in Retail, Consumer Packaged Goods and Logistics

Communication, which includes enterprises in Communication, Telecom OEM and Media

Energy, Utilities, Resources and Services

Manufacturing

Hi-tech

Life Sciences, which includes enterprises in Life sciences and Health care

Others, which includes India, Japan, China, Infosys Public Services and other Public Services enterprises

Refer to Note 2.21 in Item 18 of this Annual Report on Form 20-F for further details.

 

Results for Fiscal 20202021 compared to Fiscal 20192020

Revenues

Our revenues are generated principally from services provided either on a time-and-materials, unit of work, fixed-price, or fixed-timeframe basis. Many of our client contracts, including those that are on a fixed-price, fixed-timeframe basis can be terminated by clients with or without cause and with short notice periods of 0 to 90 days. Since we collect revenues as portions ofmilestones in the contracts are completed, terminated contracts are only subject to collection for portions of the contract completed through the time of termination. In order to manage and anticipate the risk of early or abrupt contract terminations, we monitor the progress of contracts and change orders according to their characteristics and the circumstances in which they occur. This includes a review of our ability and our client's ability to perform on the contract, a review of extraordinary conditions that may lead to a contract termination and a review of the historical client performance considerations. Since we also bear the risk of cost overruns and inflation with respect to fixed-price, fixed-timeframe projects, our operating results could be adversely affected by inaccurate estimates of contract completion costs and dates, including wage inflation rates and currency exchange rates that may affect cost projections. Although we revise our project completion estimates from time to time, such revisions have not, to date, had a material adverse effect on our operating results or financial condition.


We experience from time to time, pricing pressure from our clients. For example, clients often expect that as we do more business with them, they will receive volume discounts. Additionally, clients may ask for fixed-price, fixed-timeframe arrangements, or reduced rates. We attempt to use fixed-price arrangements for engagements where the specifications are complete.

The following table sets forth the growth in our revenues in fiscal 20202021 from fiscal 2019:2020:

 

 

 

(Dollars in millions)

 

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Percentage

Change

 

Revenues

 

 

12,780

 

 

 

11,799

 

 

 

981

 

 

 

8.3

%

 

 

(Dollars in millions)

 

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

 

Percentage

Change

 

Revenues

 

 

13,561

 

 

 

12,780

 

 

 

781

 

 

 

6.1

%

 

The increase in revenues was primarily attributable to an increase in largedigital revenues, deal wins including large deals and the volume increases across most of the segments.


The Group has evaluated the impact of the COVID-19 resulting frompandemic on (i) the possibility of constraints in our ability to render services which may require revision of estimations of costs to complete the contract because of additional efforts; (ii) onerous obligations; (iii) penalties relating to breaches of service level agreements; and (iv) termination or deferment of contracts by customers. OurThe Group has concluded that the impact of the COVID-19 in the fourth quarter of fiscal 2020 waspandemic is not significant. Two-third of that impact was supply led – as the Company was ramping up enablement of work from home. About a third of that impact was demand led – partly from clients who have started giving us approvals to work from home and partly because of ramp downs in some client projects.material based on these estimates.

Due to the nature of the COVID-19 pandemic, the Group will continue to monitor developments to identify significant uncertainties relating to revenue in future periods.

The Company defines digital revenues as a set of use cases that drives business outcomes for clients across five areas which are Experience, Insight, Innovate, Accelerate and Assure.

Refer to section ‘Our Strategy’“Our Strategy” under Item 4 of this Annual Report on Form 20-F for further details.

The table below sets forth the percentage of our revenues by digital and core services for fiscal 20202021 and fiscal 2019:2020:

 

 

Percentage of revenues

 

 

Percentage of revenues

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Digital revenue

 

 

39.2

%

 

 

31.2

%

 

 

48.5

%

 

 

39.2

%

Core revenue

 

 

60.8

%

 

 

68.8

%

 

 

51.5

%

 

 

60.8

%

 

The following table sets forth our revenues by business segments for fiscal 20202021 and fiscal 2019:2020:

 

Business Segments

 

Percentage of Revenues

 

 

Percentage of Revenues

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Financial Services

 

 

31.5

%

 

 

32.0

%

 

 

32.4

%

 

 

31.5

%

Retail

 

 

15.5

%

 

 

16.4

%

 

 

14.7

%

 

 

15.5

%

Communication

 

 

13.2

%

 

 

12.6

%

 

 

12.6

%

 

 

13.2

%

Energy, Utilities, Resources and Services

 

��

12.9

%

 

 

12.6

%

 

 

12.5

%

 

 

12.9

%

Manufacturing

 

 

10.1

%

 

 

9.8

%

 

 

9.4

%

 

 

10.1

%

Hi-Tech

 

 

7.7

%

 

 

7.5

%

 

 

8.5

%

 

 

7.7

%

Life Sciences

 

 

6.4

%

 

 

6.3

%

 

 

6.8

%

 

 

6.4

%

All other Segments

 

 

2.7

%

 

 

2.8

%

 

 

3.1

%

 

 

2.7

%

 

There were significant currency movements during fiscal 20202021 as compared to fiscal 2019.2020. The U.S. dollar appreciateddepreciated by 3.1% against the United Kingdom Pound Sterling, 4.3%5.4% against the Euro and by 6.8%5.9% against the Australian Dollar. 

Constant currency (non-IFRS measure): We report revenue growth both in reported terms and in constant currency terms. Revenue growth in reported terms includes impact of currency fluctuations. We, therefore, additionally report


the revenue growth in constant currency terms which represents the real growth in revenue excluding the impact of currency fluctuations. We calculate constant currency growth by comparing current period revenues in respective local currencies converted to US$ using prior-period exchange rates and comparing the same to our prior period reported revenues. Our revenues in reported currency terms for fiscal 20202021 is $12,780$13,561 million, a growth of 8.3%6.1%. As against this, our revenues in constant currency terms for fiscal 20202021 grew by 9.8%5.0% in comparison to fiscal 2019.2020.


The following table sets forth our business segment profit (revenues less identifiable operating expenses and allocated expenses) as a percentage of business segment revenue for fiscal 20202021 and fiscal 20192020 (see Note 2.21.1, under Item 18 of this Annual Report on Form 20-F for additional information):

 

 

Business segment profit %

 

 

Business segment profit %

 

Business Segments

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Financial Services

 

 

25.5

%

 

 

26.0

%

 

 

27.5

%

 

 

25.5

%

Retail

 

 

30.0

%

 

 

29.8

%

 

 

34.7

%

 

 

30.0

%

Communication

 

 

20.2

%

 

 

24.2

%

 

 

22.2

%

 

 

20.2

%

Energy, Utilities, Resources and Services

 

 

27.4

%

 

 

24.5

%

 

 

28.4

%

 

 

27.4

%

Manufacturing

 

 

22.5

%

 

 

22.7

%

 

 

27.2

%

 

 

22.5

%

Hi-Tech

 

 

22.9

%

 

 

25.2

%

 

 

28.7

%

 

 

22.9

%

Life Sciences

 

 

24.6

%

 

 

27.2

%

 

 

31.4

%

 

 

24.6

%

All other Segments

 

 

2.6

%

 

 

4.9

%

 

 

10.0

%

 

 

2.6

%

 

Overall segment profitability has decreasedincreased primarily on account of compensation increase, highera benefit of rupee depreciation against the US dollar, lower travel and visa costs and cost for H1 visas and cross currency fluctuationsoptimization partially offset by benefitan increase in employee compensation.

Retail profitability was higher mainly on account of rupee depreciation and cost optimization benefits. Consequent to adoption of IFRS 16 - Leases effective April 1, 2019, lease rentals considered earlier under segment profitability are now excluded as amortization of ROU assets is considered as unallocable expenses for the year ended March 31, 2020.lower onsite mix.

Communication profitability increase was lower mainly on account of higher onsite mix higher subcontractor costs and lower margins on large deal during the year.realization partially offset by lower cost of third-party items bought for service delivery to clients.

Energy, Utilities, Resources

Life Sciences and Servicesmanufacturing profitability improvedincrease was higher mainly on account of higher realization (revenue per billed person month),and lower subcontractor costs and increase in deals with better margins.usage of technical subcontractors.

Hitech profitability was lower mainly on account of reduction in realization and higher onsite mix.

Life Sciences profitability was lower mainly on account of reduction in realization.

Our revenues are also segmented into onsite and offshore revenues. The table below sets forth the percentage of our revenues by location from billable IT services professionals for fiscal 20202021 and fiscal 2019:2020:

 

 

Percentage of revenues

 

 

Percentage of revenues

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Onsite revenue

 

 

54.8

%

 

 

54.9

%

 

 

52.1

%

 

 

54.8

%

Offshore revenue

 

 

45.2

%

 

 

45.1

%

 

 

47.9

%

 

 

45.2

%

 

We typically assume full project management responsibility for each project that we undertake. We divide projects into components that we execute simultaneously at client sites and our Development Centers located outside India (‘onsite’) and at our Global Development Centers in India (‘offshore’). The proportion of work performed at our facilities and at client sites varies from period-to-period. We charge higher rates and incur higher compensation and other expenses for work performed onsite. The services performed onsite typically generate higher revenues per-capita, but at lower gross margins in percentage as compared to the services performed at our own facilities in India. As a result, our total revenues, cost of sales and gross profit in absolute terms and as a percentage of revenues fluctuate from period-to-period.

The reduction in onsite revenue mix is mainly on account of reduced onsite effort mix which is significantly on account of travel restrictions in the year to onsite locations due to pandemic and client focus on cost take-outs.


The table below sets forth details of billable hours expended for onsite and offshore on our IT services professionals for fiscal 20202021 and fiscal 2019:2020:

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Onsite effort

 

 

28.1

%

 

 

28.6

%

 

 

25.8

%

 

 

28.1

%

Offshore effort

 

 

71.9

%

 

 

71.4

%

 

 

74.2

%

 

 

71.9

%

 


Revenues from software services including BPM services represented 93.9%92.9% and 94.8%93.9% of total revenues for fiscal 20202021 and fiscal 2019,2020, respectively. We also generate revenue from products and platforms, which represented 6.1%7.1% and 5.2%6.1% of our total revenues for fiscal 20202021 and fiscal 2019,2020, respectively.

 

The percentage of revenue from fixed price contracts for each of fiscal 20202021 and fiscal 20192020 was approximately 55%50%.

 

Revenues and gross profits are also affected by employee utilization rates. We define employee utilization for IT services as the proportion of total billed person months to total available person months, excluding sales, administrative and support personnel. We manage utilization by monitoring project requirements and timetables. The number of technology professionals that we assign to a project will vary according to the size, complexity, duration, and demands of the project. An unanticipated termination of a significant project could also cause lower utilization. In addition, we do not utilize our technology professionals when they are enrolled in training programs, particularly during our training course for new employees.

The following table sets forth the utilization rates of billable IT services professionals:

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Including trainees

 

 

80.3

%

 

 

80.1

%

 

 

80.8

%

 

 

80.3

%

Excluding trainees

 

 

84.0

%

 

 

84.3

%

 

 

84.7

%

 

 

84.0

%

 

The following table sets forth our revenues by geography for fiscal 20202021 and fiscal 2019:2020:

 

Geography

 

Percentage of revenues

 

 

Percentage of revenues

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

North America

 

 

61.5

%

 

 

60.5

%

 

 

61.3

%

 

 

61.5

%

Europe

 

 

24.1

%

 

 

24.1

%

 

 

24.2

%

 

 

24.1

%

Rest of the World

 

 

11.8

%

 

 

12.9

%

 

 

11.6

%

 

 

11.8

%

India

 

 

2.6

%

 

 

2.5

%

 

 

2.9

%

 

 

2.6

%

During fiscal 2020, the total billed person-months for our IT services professionals grew by 8.0% compared to fiscal 2019. The onsite and offshore billed person-months for our IT services professionals grew by 6.0% and 8.9%, respectively. During fiscal 2020, there was a 1.9% decrease in offshore revenue realization, and a 0.2% increase in the onsite revenue realization of our IT services professionals when compared to fiscal 2019. On a blended basis, the revenue realization decreased by 1.5% during fiscal 2020 when compared to fiscal 2019. Revenue realization is defined as revenue per billed person month.

Revenue per employee has increased from $54,038 in fiscal 2019 to $54,142 in fiscal 2020.2020 to $55,229 in fiscal 2021.

Cost of sales

The following table sets forth our cost of sales for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Percentage

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

 

Percentage

Change

 

Cost of sales

 

 

8,552

 

 

 

7,687

 

 

 

865

 

 

 

11.3

%

 

 

8,828

 

 

 

8,552

 

 

 

276

 

 

 

3.2

%

As a percentage of revenue

 

 

66.9

%

 

 

65.2

%

 

 

 

 

 

 

 

 

 

 

65.1

%

 

 

66.9

%

 

 

 

 

 

 

 

 


 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

Employee benefit costs

 

 

6,406

 

 

 

5,780

 

 

 

626

 

 

 

6,671

 

 

 

6,406

 

 

 

265

 

Depreciation and amortization

 

 

407

 

 

 

287

 

 

 

120

 

 

 

441

 

 

 

407

 

 

 

34

 

Travelling costs

 

 

288

 

 

 

253

 

 

 

35

 

 

 

65

 

 

 

288

 

 

 

(223

)

Cost of technical sub-contractors

 

 

945

 

 

 

860

 

 

 

85

 

 

 

957

 

 

 

945

 

 

 

12

 

Cost of Software packages for own use

 

 

142

 

 

 

129

 

 

 

13

 

 

 

160

 

 

 

142

 

 

 

18

 

Third party items bought for service delivery to clients

 

 

234

 

 

 

231

 

 

 

3

 

 

 

406

 

 

 

234

 

 

 

172

 

Operating lease payments

 

 

 

 

 

52

 

 

 

(52

)

Short-term leases

 

 

9

 

 

 

 

 

 

9

 

 

 

4

 

 

 

9

 

 

 

(5

)

Consultancy and professional charges

 

 

7

 

 

 

6

 

 

 

1

 

 

 

8

 

 

 

7

 

 

 

1

 

Communication costs

 

 

42

 

 

 

34

 

 

 

8

 

 

 

45

 

 

 

42

 

 

 

3

 

Provision for post-sales client support

 

 

5

 

 

 

 

 

 

5

 

Repairs and maintenance

 

 

71

 

 

 

53

 

 

 

18

 

 

 

65

 

 

 

71

 

 

 

(6

)

Other expenses

 

 

1

 

 

 

2

 

 

 

(1

)

 

 

1

 

 

 

1

 

 

 

 

Total cost of sales

 

 

8,552

 

 

 

7,687

 

 

 

865

 

 

 

8,828

 

 

 

8,552

 

 

 

276

 

 

The increasedecrease in cost of sales as a percentage of revenue, duringin fiscal 2020 from2021 compared to fiscal 20192020 was primarily due to an increasea decrease in the cost of efforts as a percentage of revenue (comprising of employee cost and cost of technical sub-contractors), and a decrease in travelling cost, depreciation and amortization and cross currency fluctuationscosts partially offset by a decline in operating lease payments and a benefit on account of rupee depreciation. Thean increase in depreciation and amortization cost is mainly on account of adoption of IFRS 16- Leases which resulted in recording ROU asset and the corresponding amortization expense, amortization of intangibles on account of acquisitions and asset additions.third party items bought for service delivery to customer.

The cost of efforts as a percentage of revenue has increaseddecreased mainly on an account of increaseimprovement in volume, increase in compensation, increase in usage of technical sub-contractors to meet the talent crunch and lower utilizationoffshore mix partially offset by improvementcompensation increase effective Q4 fiscal 2021 and higher variable payouts during fiscal 2021. The decrease in onsite mix.travel costs is on account of reduced travel and visa costs on account of pandemic.

Gross profit

The following table sets forth our gross profit for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

Gross profit

 

 

4,228

 

 

 

4,112

 

 

 

116

 

 

 

4,733

 

 

 

4,228

 

 

 

505

 

As a percentage of revenue

 

 

33.1

%

 

 

34.8

%

 

 

 

 

 

 

34.9

%

 

 

33.1

%

 

 

 

 

 

The gross margins for fiscal 2020, were impacted2021 increased by a benefit in rupee depreciation against the US dollar, a reduction in travelling costs and a decrease in the cost of efforts, partially offset by an increase in cost of efforts, travelling cost, depreciation and amortization and cross currency fluctuations partially offset by a benefit on account of rupee depreciation.third part items bought for service delivery to customers.

Selling and marketing expenses

The following table sets forth our selling and marketing expenses for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Percentage

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

 

Percentage

Change

 

Selling and marketing expenses

 

 

664

 

 

 

638

 

 

 

26

 

 

 

4.1

%

 

 

624

 

 

 

664

 

 

 

(40

)

 

 

(6.0

)%

As a percentage of revenue

 

 

5.2

%

 

 

5.4

%

 

 

 

 

 

 

 

 

 

 

4.6

%

 

 

5.2

%

 

 

 

 

 

 

 

 


 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

Employee benefit costs

 

 

510

 

 

 

462

 

 

 

48

 

 

 

548

 

 

 

510

 

 

 

38

 

Travelling costs

 

 

53

 

 

 

59

 

 

 

(6

)

 

 

3

 

 

 

53

 

 

 

(50

)

Branding and marketing

 

 

74

 

 

 

69

 

 

 

5

 

 

 

48

 

 

 

74

 

 

 

(26

)

Operating lease payments

 

 

 

 

 

11

 

 

 

(11

)

Short-term leases

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

 

Consultancy and professional charges

 

 

17

 

 

 

28

 

 

 

(11

)

 

 

13

 

 

 

17

 

 

 

(4

)

Communication costs

 

 

2

 

 

 

3

 

 

 

(1

)

 

 

2

 

 

 

2

 

 

 

 

Other expenses

 

 

7

 

 

 

6

 

 

 

1

 

 

 

9

 

 

 

7

 

 

 

2

 

Total selling and marketing expenses

 

 

664

 

 

 

638

 

 

 

26

 

 

 

624

 

 

 

664

 

 

 

(40

)

 

The selling and marketing expenses for fiscal 2021 have marginally reduced as a percentage of revenue by 0.2% during0.6% compared to fiscal 2020, from fiscal 2019, mainly on account ofprimarily due to a decrease in consultancytravelling costs and professional chargesbranding and a reduction in operating lease payments on adoption of IFRS 16 – Leases from fiscal 2020 resulting in amortization expense of Right of Use assets considered under cost of sales partially offset by an increase in employee benefit cost.marketing expenses.

Administrative expenses

The following table sets forth our administrative expenses for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Percentage

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

 

Percentage

Change

 

Administrative expenses

 

 

840

 

 

 

778

 

 

 

62

 

 

 

8.0

%

 

 

784

 

 

 

840

 

 

 

(56

)

 

 

(6.7

)%

As a percentage of revenue

 

 

6.6

%

 

 

6.6

%

 

 

 

 

 

 

 

 

 

 

5.8

%

 

 

6.6

%

 

 

 

 

 

 

 

 


 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

Employee benefit costs

 

 

252

 

 

 

226

 

 

 

26

 

 

 

274

 

 

 

252

 

 

 

22

 

Consultancy and professional charges

 

 

163

 

 

 

154

 

 

 

9

 

 

 

150

 

 

 

163

 

 

 

(13

)

Repairs and maintenance

 

 

151

 

 

 

134

 

 

 

17

 

 

 

125

 

 

 

151

 

 

 

(26

)

Power and fuel

 

 

32

 

 

 

32

 

 

 

 

 

 

19

 

 

 

32

 

 

 

(13

)

Communication costs

 

 

30

 

 

 

31

 

 

 

(1

)

 

 

39

 

 

 

30

 

 

 

9

 

Travelling costs

 

 

41

 

 

 

36

 

 

 

5

 

 

 

7

 

 

 

41

 

 

 

(34

)

Rates and taxes

 

 

27

 

 

 

27

 

 

 

 

 

 

35

 

 

 

27

 

 

 

8

 

Operating lease payments

 

 

 

 

 

20

 

 

 

(20

)

Short-term leases

 

 

3

 

 

 

 

 

 

3

 

 

 

6

 

 

 

3

 

 

 

3

 

Insurance charges

 

 

12

 

 

 

9

 

 

 

3

 

 

 

18

 

 

 

12

 

 

 

6

 

Impairment loss recognized/(reversed) on financial assets

 

 

24

 

 

 

35

 

 

 

(11

)

 

 

25

 

 

 

24

 

 

 

1

 

Commission to non-whole-time directors

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

Contribution towards Corporate Social Responsibility (CSR)

 

 

54

 

 

 

38

 

 

 

16

 

 

 

59

 

 

 

54

 

 

 

5

 

Other expenses

 

 

50

 

 

 

35

 

 

 

15

 

 

 

26

 

 

 

50

 

 

 

(24

)

Total administrative expenses

 

 

840

 

 

 

778

 

 

62

 

 

 

784

 

 

 

840

 

 

 

(56

)

 

The administrative expenses have reduced as a percentage of revenue has remained constant forby 0.8% during fiscal 2020 as compared to fiscal 2019. The employee benefit costs as a percentage of revenue has marginally increased by 0.1% in fiscal 2020 as compared to fiscal 2019 partially offset by reduction in impairment losses on financial assets due to specific provisions made for certain customers in the previous fiscal year and reduction in operating lease payments on adoption of IFRS 16 – Leases2021 from fiscal 2020, resultingmainly on account of a decrease in amortization of Right of Use assets considered under cost of sales.travelling costs, consultancy and professional charges, repair and maintenance and power and fuel.

 


In accordance with the requirements of the Indian Companies Act, 2013, $54$59 million and $38$54 million, were contributed towards Corporate Social Responsibility activities during fiscal 20202021 and fiscal 2019,2020, respectively.

Consequent to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (“the Rules”), the Company intends to transfer its CSR capital assets of $39 million created prior to January 2021 to a controlled subsidiary (referred to as “ the Subsidiary” ) to be established in accordance with Section 8 of the Companies Act, 2013 for charitable objects. The transfer will be undertaken upon obtaining the required approvals from regulatory authorities.

The Subsidiary will be included in the consolidated financial statements of the Company commencing in the period from formation because the Company will have the power to direct all of the Subsidiary’s relevant activities which affects returns and the Company will be exposed to any future financial support which may be required by the Subsidiary.

Operating profit

The following table sets forth our operating profit for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

Operating profit

 

 

2,724

 

 

 

2,696

 

 

 

28

 

 

 

3,325

 

 

 

2,724

 

 

 

601

 

As a percentage of revenue

 

 

21.3

%

 

 

22.8

%

 

 

 

 

 

 

24.5

%

 

 

21.3

%

 

 

 

 

 

The decreaseincrease in operating profit as a percentage of revenue for fiscal 20202021 from fiscal 20192020 was primarily attributable to a decreasean increase of 1.7%1.8% in gross profit as a percentage of revenue during the same period partially offset by aand decrease in selling and marketing expensesand administrative expense of 0.6% and 0.8%, respectively as a percentage of revenue.


Other income and Finance cost

The following table sets forth our other income and finance cost for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Percentage

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

 

Percentage

Change

 

Other income, net

 

 

395

 

 

 

411

 

 

 

(16

)

 

 

(3.9

)%

 

 

297

 

 

 

395

 

 

 

(98

)

 

 

(24.8

)%

Finance cost

 

 

24

 

 

 

 

 

 

24

 

 

 

 

 

 

26

 

 

 

24

 

 

 

2

 

 

 

9.6

%

Other income for fiscal 2021 primarily includes income from investments of $217 million, gain on investments of $21 million, foreign exchange loss of $47 million on translation of other assets and liabilities and foreign exchange gain of $75 million on forward and option contracts.

 

Other income for fiscal 2020 primarily includes income/gainincome from investments of $259$227 million, gain on investments of $32 million, foreign exchange gain of $139 million on translation of other assets and liabilities and foreign exchange loss of $66 million on forward and option contracts.

Other income for fiscal 2019 primarily includes income/gain from investments of $317 million, foreign exchange gain of $18 million on translation of other assets and liabilities, foreign exchange gain of $27 million on forward and option contracts.

Interest income in fiscal 20202021 has declined as compared to fiscal 20192020 primarily due to a decrease in investible base mainlyyield on account of execution of the Capital Allocation Policy of the Company.investments.

Interest income on income tax refund for fiscal 20202021 is $37$1 million compared to $7$37 million for fiscal 2019.2020.

Finance cost is on account of adoption of IFRS 16 – Leases. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases.

Disposal Group reclassified as Held for Sale

During the year ended March 2018, the Company initiated identification and evaluation of potential buyers for its subsidiaries, Kallidus and Skava (together referred to as "Skava”) and Panaya, collectively referred to as the “disposal group”. The disposal group was classified and presented separately as “Held for Sale” and was carried at the lower of carrying value and fair value. During fiscal 2019, on remeasurement, including consideration of progress in negotiations on offers from prospective buyers for Panaya, the Company recorded a reduction in the fair value of disposal group held for sale amounting to $39 million in respect of Panaya.


Further, based on evaluation of proposals received and progress of negotiations with potential buyers, the Company concluded that the disposal group did not meet the criteria for “Held for Sale” classification because it was no longer highly probable that sale would be consummated by March 31, 2019 (twelve months from date of initial classification as “Held for Sale”) Accordingly, in accordance with IFRS 5 -"Non-current Assets held for Sale and Discontinued Operations", the assets and liabilities of Panaya and Skava were included on a line by line basis in the consolidated financial statements for the year ended and as at March 31, 2019. On reclassification from “Held for Sale”, the assets of Panaya and Skava were remeasured at the lower of cost and recoverable amount resulting in recognition of an adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale" of $65 million in respect of Skava in the consolidated statement of comprehensive income for fiscal 2019.

Functional currency, presentation currency and foreign exchange

The functional currency of Infosys, Infosys BPM (formerly Infosys BPO), controlled trusts, EdgeVerve and Skava Systems Pvt. Ltd. is the Indian rupee. The functional currencies for all of the other subsidiaries are the respective local currencies. The consolidated financial statements included in this Annual Report on Form 20-F are presented in U.S. dollars (rounded off to the nearest million) to facilitate the investors’ ability to evaluate Infosys’ performance and financial position in comparison to similar companies domiciled in other geographic locations. The translation of functional currencies of foreign subsidiaries to U.S. dollars is performed for assets and liabilities using the exchange rate at the Balance Sheet date, and for revenue, expenses and cash flow items using a monthly average exchange rate for the respective periods. The gains or losses resulting from such translation are included in other comprehensive income and presented as currency translation reserves under other components of equity.

Generally, Indian law requires residents of India to repatriate any foreign currency earnings to India to control the exchange of foreign currency. More specifically, Section 8 of the Foreign Exchange Management Act, or FEMA, requires an Indian company to take all reasonable steps to realize and repatriate into India all foreign currency earned by the company outside India, within such time periods and in the manner specified by the RBI. The RBI has promulgated guidelines that require the company to repatriate any realized foreign currency back to a foreign currency account such as an Exchange Earners Foreign Currency, or EEFC account with an authorized dealer in India, subject to the condition that the sum total of the accruals in the account during a calendar month should be converted into rupees on or before the last day of the succeeding calendar month, after adjusting for utilization of the balances for approved purposes or forward commitments.

We generally collect our earnings denominated in foreign currencies using a dedicated foreign currency account located in the local country of operation. In order to do this, we are required to obtain, and have obtained, approval from an authorized dealer, on behalf of the RBI, to maintain a foreign currency account in overseas countries. Our failure to comply with RBI regulations could result in RBI enforcement actions against us.

 

We generate substantially all of our revenues in foreign currencies, particularly the U.S. dollar, the United Kingdom Pound Sterling, the Euro and the Australian dollar, whereas we incur a significant portion of our expenses in U.S. dollar and Indian rupees. The exchange rate between the Indian rupee and the U.S. dollar has changed substantially


in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are adversely affected as the Indian rupee appreciates against the U.S. dollar. Foreign exchange gains and losses arise from the depreciation and appreciation of the Indian rupee against other currencies in which we transact business and from foreign exchange forward and option contracts.

The following table sets forth the currencies in which our revenues for fiscal 20202021 and fiscal 20192020 were denominated:

 

Currency

 

Percentage of Revenues

 

 

Percentage of Revenues

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2021

 

 

Fiscal 2020

 

U.S. dollar

 

 

67.5

%

 

 

67.3

%

 

 

66.5

%

 

 

67.5

%

United Kingdom Pound Sterling

 

 

4.9

%

 

 

5.0

%

Euro

 

 

12.4

%

 

 

11.9

%

 

 

13.4

%

 

 

12.4

%

Australian dollar

 

 

6.8

%

 

 

7.9

%

 

 

6.9

%

 

 

6.8

%

United Kingdom Pound Sterling

 

 

4.6

%

 

 

4.9

%

Others

 

 

8.4

%

 

 

7.9

%

 

 

8.6

%

 

 

8.4

%


 

The following table sets forth information on the foreign exchange rates in rupees per U.S. dollar, United Kingdom Pound Sterling, Euro and Australian dollar for fiscal 20202021 and fiscal 2019:2020:

 

 

 

 

Fiscal 2020 (₹)

 

 

Fiscal 2019 (₹)

 

 

Appreciation /

(Depreciation)

of Indian

Rupee in

percentage

 

 

Fiscal 2021 (₹)

 

 

Fiscal 2020 (₹)

 

 

Appreciation /

(Depreciation)

of Indian

Rupee in

percentage

 

Average exchange rate during the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar

 

 

 

71.01

 

 

 

70.04

 

 

 

(1.4

)%

 

 

74.16

 

 

 

71.01

 

 

 

(4.4

)%

United Kingdom Pound Sterling

 

90.02

 

 

91.86

 

 

 

2.0

%

Euro

 

 

78.76

 

 

 

80.98

 

 

 

2.7

%

 

 

86.65

 

 

 

78.76

 

 

 

(10.0

)%

Australian dollar

 

 

48.13

 

 

 

50.92

 

 

 

5.5

%

 

 

53.54

 

 

 

48.13

 

 

 

(11.2

)%

United Kingdom Pound Sterling

 

97.21

 

 

90.02

 

 

 

(8.0

)%

 

 

Fiscal 2020 (₹)

 

 

Fiscal 2019 (₹)

 

 

Fiscal 2021 (₹)

 

 

Fiscal 2020 (₹)

 

Exchange rate at the beginning of the period: (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar

 

 

69.16

 

 

 

65.18

 

 

 

75.67

 

 

 

69.16

 

United Kingdom Pound Sterling

 

 

90.53

 

 

 

92.28

 

Euro

 

 

77.67

 

 

 

80.81

 

 

 

82.77

 

 

 

77.67

 

Australian dollar

 

 

49.02

 

 

 

50.05

 

 

 

46.08

 

 

 

49.02

 

United Kingdom Pound Sterling

 

 

93.50

 

 

 

90.53

 

Exchange rate at the end of the period: (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar

 

 

75.67

 

 

 

69.16

 

 

 

73.11

 

 

 

75.67

 

United Kingdom Pound Sterling

 

 

93.50

 

 

 

90.53

 

Euro

 

 

82.77

 

 

 

77.67

 

 

 

85.75

 

 

 

82.77

 

Australian dollar

 

 

46.08

 

 

 

49.02

 

 

 

55.70

 

 

 

46.08

 

United Kingdom Pound Sterling

 

 

100.75

 

 

 

93.50

 

Appreciation / (Depreciation) of the Indian rupee against the relevant currency: ((b) / (a) - as a percentage)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar

 

 

(9.4

)%

 

 

(6.1

)%

 

 

3.4

%

 

 

(9.4

)%

United Kingdom Pound Sterling

 

 

(3.3

)%

 

 

1.9

%

Euro

 

 

(6.6

)%

 

 

3.9

%

 

 

(3.6

)%

 

 

(6.6

)%

Australian dollar

 

 

6.0

%

 

 

2.1

%

 

 

(20.9

)%

 

 

6.0

%

United Kingdom Pound Sterling

 

 

(7.8

)%

 

 

(3.3

)%


 

The following table sets forth information on the foreign exchange rates in U.S. dollar per United Kingdom Pound Sterling, Euro and Australian dollar for fiscal 20202021 and fiscal 2019:2020:

 

 

 

Fiscal 2020 ($)

 

 

Fiscal 2019 ($)

 

 

Appreciation /

(Depreciation)

of US dollar in

percentage

 

Average exchange rate during the period:

 

 

 

 

 

 

 

 

 

 

 

 

United Kingdom Pound Sterling

 

 

1.27

 

 

 

1.31

 

 

 

3.1

%

Euro

 

 

1.11

 

 

 

1.16

 

 

 

4.3

%

Australian dollar

 

 

0.68

 

 

 

0.73

 

 

 

6.8

%


 

Fiscal 2020 ($)

 

 

Fiscal 2019 ($)

 

 

Fiscal 2021 ($)

 

 

Fiscal 2020 ($)

 

 

Appreciation /

(Depreciation)

of US dollar in

percentage

 

Exchange rate at the beginning of the period: (a)

 

 

 

 

 

 

 

 

United Kingdom Pound Sterling

 

 

1.31

 

 

 

1.42

 

Euro

 

 

1.12

 

 

 

1.24

 

Australian dollars

 

 

0.71

 

 

 

0.77

 

Exchange rate at the end of the period: (b)

 

 

 

 

 

 

 

 

United Kingdom Pound Sterling

 

 

1.24

 

 

 

1.31

 

Average exchange rate during the period:

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

1.09

 

 

 

1.12

 

 

 

1.17

 

 

 

1.11

 

 

 

(5.4

)%

Australian dollar

 

 

0.61

 

 

 

0.71

 

 

 

0.72

 

 

 

0.68

 

 

 

(5.9

)%

Appreciation / (Depreciation) of U.S. dollar against the relevant currency: ((b) / (a) - as a percentage)

 

 

 

 

 

 

 

 

United Kingdom Pound Sterling

 

 

5.3

%

 

 

7.7

%

 

 

1.31

 

 

 

1.27

 

 

 

(3.1

)%

Euro

 

 

2.7

%

 

 

9.7

%

Australian dollar

 

 

14.1

%

 

 

7.8

%

 

 

 

Fiscal 2021 ($)

 

 

Fiscal 2020 ($)

 

Exchange rate at the beginning of the period: (a)

 

 

 

 

 

 

 

 

Euro

 

 

1.09

 

 

 

1.12

 

Australian dollars

 

 

0.61

 

 

 

0.71

 

United Kingdom Pound Sterling

 

 

1.24

 

 

 

1.31

 

Exchange rate at the end of the period: (b)

 

 

 

 

 

 

 

 

Euro

 

 

1.17

 

 

 

1.09

 

Australian dollar

 

 

0.76

 

 

 

0.61

 

United Kingdom Pound Sterling

 

 

1.38

 

 

 

1.24

 

Appreciation / (Depreciation) of U.S. dollar against the relevant currency: ((b) / (a) - as a percentage)

 

 

 

 

 

 

 

 

Euro

 

 

(7.3

)%

 

 

2.7

%

Australian dollar

 

 

(24.6

)%

 

 

14.1

%

United Kingdom Pound Sterling

 

 

(11.3

)%

 

 

5.3

%

Depreciation/appreciation in the exchange rate between the Indian rupee or other currencies and the U.S. dollar affects our margins positively/negatively. The exchange rate between the Indian rupee, other currencies and the U.S. dollar has fluctuated substantially in recent years and may continue to do so in the future. We are unable to predict the impact that future fluctuations may have on our operating margins. For more discussion on our foreign exchange exposure, see Item 3 in the section titled “Risk Factors - Risks Related to Our Cost Structure - Currency fluctuations and declining interest rates may affect the results or our operations” in this Annual Report on Form 20-F20-F.

We recorded a foreign exchange gain of $75 million for fiscal 2021 compared to a loss of $66 million for fiscal 2020, as compared to gain of $27 million for fiscal 2019 on account of foreign exchange forward and option contracts and foreign exchange loss of $47 million and foreign exchange gain of $139 million and of $18 million on translation of other assets and liabilities for fiscal 20202021 and fiscal 2019,2020, respectively.

Income tax expense

Our net profit earned from providing software development and other services outside India is subject to tax in the country where we perform the work. Most of our taxes paid in countries other than India can be claimed as a credit against our tax liability in India.

We, being a resident company in India as per the provisions of the Income Tax Act, 1961, are required to pay taxes in India on the global income in accordance with the provisions of Section 5 of the Indian Income Tax Act, 1961, which is reflected as domestic taxes. The geographical disclosures on revenue in Note 2.10 of Item 18 of this Annual Report on Form 20-F are based on the domicile of customers and do not reflect the geographies where the actual delivery or revenue-related efforts occur. The income on which domestic taxes are imposed are not restricted to the income generated from the “India” geography. As such, amounts applicable to domestic income taxes and foreign income taxes will not necessarily correlate to the proportion of revenue generated from India and other geographical segments.

The applicable Indian Corporate statutory tax rate for each of the years ended March 31,fiscal 2021 and fiscal 2020 and 2019 iswas 34.94%.


In India, we have benefited from certain tax incentives that the Government of India had provided for the export of softwareIT services from the units registered under the Software Technology Parks Scheme (STP) and we continue to benefit from certain tax incentives for the units registered under the Special Economic Zones Act, 2005 (SEZ). However, as the income tax incentives provided by the Government of India for STP units have expired, the income from all of our STP units are now taxable. SEZ units that began the provision of services on or after April 1, 2005 are eligible for a deduction of 100% of profits or gains derived from the export of IT services for the first five years from the financial year in which the unit has commenced the provision of services and 50% of such profits or gains for the five years thereafter. Up to 50% of such profits or gains is also available for a further five years subject to creation of a Special Economic Zone Re-Investment Reserve out of the profit of the eligible SEZ units and utilization of such reserve by the Company for acquiring new plant and machinery for the purpose of its business as per the provisions of the Income Tax Act, 1961. In the event, the Company is not able to utilize the SEZ reserve for investment in plant and machinery within the timeline specified under the Income Tax Act, Company will have to pay tax on the unutilized reserve following the expiry of year specified. This would result in increase in tax cost.


As a result of these tax incentives, a portion of our pre-tax income has not been subject to income tax. These tax incentives resulted in a decrease in our income tax expense of $383$346 million and $386$383 million for fiscal 20202021 and 2019,2020, respectively, compared to the tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives computed based on both basic and diluted weighted average number of equity shares for fiscal 20202021 and fiscal 20192020 was $0.08 and $0.09, each.respectively. See Note 2.18, Income Taxes, under Item 18 of this Annual Report on Form 20-F for reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the income before income taxes.

The following table sets forth our income tax expense and effective tax rate for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Percentage

Change

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

 

Percentage

Change

 

Income tax expense

 

 

757

 

 

 

803

 

 

 

(46

)

 

(5.7)%

 

 

973

 

 

 

757

 

 

 

216

 

 

 

28.5

%

Effective tax rate

 

 

24.5

%

 

 

26.7

%

 

 

 

 

 

 

 

 

27.1

%

 

 

24.5

%

 

 

 

 

 

 

 

 

 

Our effective tax rate has decreasedincreased to 27.1% in fiscal 2021 from 24.5% in fiscal 2020 from 26.7% in fiscal 2019.2020. Effective tax rate is generally influenced by various factors including differential tax rates, non-deductible expenses, exempt non-operatingnonoperating income, overseas taxes, benefits from SEZ units, tax reversals and provisions pertaining to prior periods and other tax deductions. The decreaseincrease in effective tax rate from fiscal 20192020 to fiscal 2020 2021 was mainly due to an increase in tax reversal (net), reduction in non-deductible expenses partially offset bya decrease in tax benefits from SEZ units, partially offset by a reduction in overseas taxes as a percentage of profit before income tax.tax.

During fiscal 2019, the Company entered into Advance Pricing Arrangement (APA) in an overseas jurisdiction resulting in a reversal of income tax expense of $7 million which pertained to prior periods.

Additionally, incomeIncome tax expense for fiscal 20202021 and fiscal 20192020 includes reversal (net of provisions) of $47 million and $52 million, and $18respectively. For fiscal 2021, the tax reversals comprise of reversal of provisions of $67 million respectively.made in earlier periods which is offset by an additional tax provision of $20 million pertaining to prior periods. For fiscal 2020, the tax reversals comprise of reversal of provisions of $64 million made in earlier periods which is offset by an additional tax provision of $12 million pertaining to prior periods. For fiscal 2019, the tax reversals comprise of reversal of provisions of $42 million made in earlier periods which is offset by an additional tax provision of $24 million pertaining to prior periods.

These reversals pertain to prior periods primarily on account of adjudication of certain disputed matters in favor of the Company and upon filing of tax return, across various jurisdictions and on account of changes to tax regulations. The additional provision pertaining to prior periods is primarily due to audits, assessments and filing of tax returns in various jurisdiction.

Non-deductible expenses for fiscal 2019 includes amounts towards reduction inAs at March 31, 2021, claims against the fair value of disposal group held for sale and adjustment in respect of excess of carrying amount over recoverable amount.Group not acknowledged as debts from the Income tax authorities amounted to $473 million (₹3,462 crore).

As at March 31, 2020, claims against the Group not acknowledged as debts from the Indian Income tax authorities amounted to $443 million (₹3,353 crore).

The amount paid to statutory authorities against the above tax claims amounted to $834 million (₹6,095 crore) and $707 million (₹5,352 crore).

As as at March 31, 2019, claims against the Group not acknowledged as debts from the Indian Income tax authorities amounted to $412 million (₹2,851 crore).

The amount paid to statutory authorities against the above tax claims amounted to $857 million (₹5,924 crore).2021 and March 31, 2020, respectively.

The claims against the Group majorly represent demands arising on completion of assessment proceedings under the Income Tax Act, 1961. These claims are on account of multiple issues of disallowances such as disallowance of


profits earned from STP Units and SEZ Units, disallowance of deductions in respect of hiring of new employees under section 80JJAA, disallowance of expenditure towards software being held as capital in nature and payments made to Associated Enterprises held as liable for withholding of taxes.

 


These matters are pending before various Appellate Authorities and theAuthorities.

The management including the Company’s tax advisors expect that the Company’s position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Group'sGroup’s financial position and results of operations.

Net profit

The following table sets forth our net profit for fiscal 20202021 and fiscal 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Change

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Change

 

Net profit

 

 

2,338

 

 

 

2,200

 

 

 

138

 

 

 

2,623

 

 

 

2,338

 

 

 

285

 

As a percentage of revenues

 

 

18.3

%

 

 

18.6

%

 

 

 

 

 

 

19.3

%

 

 

18.3

%

 

 

 

 

Reduction in the fair value of the disposal group held for sale and adjustment in respect of excess of carrying amount over recoverable amount on reclassification from ‘Held for Sale’ had caused a decline in net profit for fiscal 2019.

 

The decreaseincrease in net profit as a percentage of revenues for fiscal 20202021 as compared to fiscal 20192020 was primarily attributable to a decreasean increase in operating profit by 1.5% and3.2% partially offset by a decrease in other income and finance cost by 0.6%0.9% as a percentage of revenue offset by a decreaseand an increase of 0.9%1.3% in tax expense as a percentage of revenue.

Results for Fiscal 2019 compared to Fiscal 2018

Refer to the section ‘Results for Fiscal 2019 compared to Fiscal 2018’ under ‘Management's Discussion and Analysis of Financial Condition and Results of Operations’ of Item 5 in our Annual Report on Form 20-F for fiscal 2019, filed with the U.S. Securities and Exchange Commission on June 22, 2019, for analysis of our results for fiscal 2019 in comparison with fiscal 2018.

Sensitivity analysis for significant defined benefit plans for Fiscal 20202021 over Fiscal 20192020

We provide for gratuity, a defined benefit retirement plan (Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation, or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment.

The following table sets forth the defined benefit obligation and fair value of plan assets as of March 31, 20202021 and March 31, 2019 pertaining to2020 majorly of our Indian Gratuity Plan:Plans:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Benefit obligation at the end

 

 

185

 

 

 

195

 

 

 

222

 

 

 

185

 

Fair Value of plan assets at the end

 

 

201

 

 

 

197

 

 

 

220

 

 

 

201

 

Funded Status

 

 

16

 

 

 

2

 

 

 

(2

)

 

 

16

 

Prepaid gratuity benefit

 

 

20

 

 

 

6

 

Accrued gratuity

 

 

(4

)

 

 

(4

)

 

Further, we also provide for provident fund to eligible employees of Infosys, which is a defined benefit plan as the Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate. As of March 31, 2020, we had a

The following table sets forth the defined benefit obligation of $973 million and fair value of plan assets as of $940 million resulting in a net liability of $33 million.March 31, 2021 and March 31, 2020 pertaining to our Provident fund Plan:

 

 

(Dollars in millions)

 

 

 

As of

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Benefit obligation at the end

 

 

1,133

 

 

 

973

 

Fair Value of plan assets at the end

 

 

1,113

 

 

 

940

 

Funded Status

 

 

(20

)

 

 

(33

)

 

See Note 2.13.1, Gratuity and pensions, and 2.13.3 Provident Fund under Item 18 of this Annual Report on Form 20-F for disclosures on assumptions used, basis of determination of assumptions and sensitivity analysis for significant actuarial assumptions.


Liquidity and capital resources

In 1993, we raised approximately $4.4 million in gross aggregate proceeds from our initial public offering of equity shares in India. In 1994, we raised an additional $7.7 million through private placements of our equity shares with foreign institutional investors, mutual funds, Indian domestic financial institutions, and corporations. On March 11, 1999, we raised $70.4 million in gross aggregate proceeds from our initial public offering of ADSs in the United States. Our growth in subsequent years has been financed largely by cash generated from operations.

As of March 31, 2021, 2020 2019 and 2018,2019, we had $5,043 million, $4,455 million and $4,951 million and $5,243respectively in working capital. The working capital as of March 31, 2021 includes $3,380 million in working capital (working capital is defined ascash and cash equivalents and $320 million in current assets minus current liabilities), respectively.investments. The working capital as of March 31, 2020 includes $2,465 million in cash and cash equivalents and $615 million in current investments. The working capital as of March 31, 2019 includes $2,829 million in cash and cash equivalents and $958 million in current investments. The working capital as of March 31, 2018 includes $3,041 million in cash and cash equivalents and $982 million in current investments. We have no outstanding borrowings. We believe that our working capital is sufficient to meet our current requirements. We believe that a sustained reduction in IT spending by clients, a longer sales cycle, or a continued economic downturn in any of the various geographic locations or business segments in which we operate, could result in a decline in our revenue and negatively impact our liquidity and cash resources.

Our principal sources of liquidity are cash and cash equivalents, investments, and the cash flow that we generate from operations. Our cash and cash equivalents are comprised of deposits with banks and financial institutions with high credit-ratings assigned by international and domestic credit-rating agencies which can be withdrawn at any point of time without prior notice or penalty on principal. Cash and cash equivalents are primarily held in Indian Rupees. These cash and cash equivalents included a restricted cash balance of $52$69 million, $52 million and $82$52 million as of March 31, 2021, 2020 2019 and 2018,2019, respectively. These restrictions are primarily on account of bank balances held as margin money deposit against bank guarantees and cash balances held by irrevocable trusts controlled by us. Our investments comprise of mutual fund units (including investment in fixed maturity plan securities) and quoted debt securities (including investment in non-convertible debentures), certificates of deposit, commercial papers and government securities. Certificates of deposit represent marketable securities of banks and eligible financial institutions for a specified time period and with a high credit rating by domestic credit rating agencies. Investments made in non-convertible debentures represent debt instruments issued by government aided institutions and financial institutions with high credit rating. 

A significant portion of Infosys Investments,our investments, along with our entire cash and cash equivalents, are fully liquid at any point in time. In addition, our Investments are well-diversified in terms of their maturities as well as from a counter-party perspective. Thus, we do not perceive any liquidity risk from our investment portfolio perspective.

Our liquidity position could be adversely affected if our ability to bill and/ or collect from our customers on time is impacted due to COVID-19 disruptions;disruptions, either due to disruptions on Indian operations or at the customers’ end.

The company has deferred payment of certain taxes including payroll taxes in various jurisdictions as permitted by the laws of those jurisdictions on account of COVID-19.the COVID-19 pandemic.

The following table sets forth our cash flows for fiscal 2021, 2020 2019 and 2018:2019:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Net cash provided by operating activities

 

 

2,611

 

 

 

2,262

 

 

 

2,257

 

 

 

3,258

 

 

 

2,611

 

 

 

2,262

 

Net cash (used) generated in investing activities

 

 

(242

)

 

 

(225

)

 

 

482

 

 

 

(1,129

)

 

 

(242

)

 

 

(225

)

Net cash (used) in financing activities

 

 

(2,513

)

 

 

(2,073

)

 

 

(3,197

)

 

 

(1,317

)

 

 

(2,513

)

 

 

(2,073

)

 

Net cash provided by operating activities:

Our cash flows are robust and our operating cash flows have increased to $3,258 million in fiscal 2021 from $2,611 million in fiscal 2020 from $2,262 million in fiscal 2019.2020.

In fiscal 2020,2021, cash inflows from operating activities increased mainly on account of lower income tax paymentsan increase in net profit adjusted for non-cash items, and better working capital management partially offset by higher income tax refunds.payments.


Trade receivables as a percentage of last 12 months’ revenues were 19.1%19.5%, 18.2%19.1% and 18.4%18.2% as of March 31, 2021, 2020 2019 and 2018,2019, respectively. Days sales outstanding based on the basis of last 12 months’ revenues were 71 days, 69 days 66 days and 6766 days as of March 31, 2021, 2020 and 2019, and 2018, respectively.

On account of adoption of IFRS 16 – Leases, lease payments amountingIn fiscal 2021, income tax paid under protest, consequent to $80demand from tax authorities in major tax jurisdictions was $77 million, are excludedrelating to fiscal 2016. Further, in fiscal 2021, refunds received from operating activities and included in financing activities resulting in an increase in cash inflow from operating activities.tax authorities was $166 million relating to fiscal 2014 to 2020.

In fiscal 2020, income tax paid under protest, consequent to demand from tax authorities in major tax jurisdictions was $22 million relating to fiscal 2011, fiscal 2013 and fiscal 2016. Further, in fiscal 2020, refunds received from tax authorities in India was $280 million relating to fiscal 2005, fiscal 2007, fiscal 2010 and fiscal 2012 to fiscal 2015. The above refunds include interest on income tax refunds of $37 million.

In fiscal 2019, there was no income tax paid under protest.

In fiscal 2018, income tax paid under protest, consequent to demand from tax authorities in major tax jurisdictions was $148 million relating to fiscal 2012, fiscal 2014 and fiscal 2015. Further in fiscal 2018, refunds received from tax authorities in India was $181 million, relating to fiscal 2007 to fiscal 2009. The above refunds include interest on income tax refunds received of $41 million.

These demands were majorly towards denial of certain tax deductions such as disallowance of deductions in respect of hiring of new employees under section 80JJAA, disallowance of expenditure towards software being held as capital in nature payments made to Associated Enterprises held as liable for withholding of taxes and disallowance of certain capital gain exemption. We have filed an appeal with the Appellate Authorities (see Note 2.18, Income Taxes, under Item 18 of this Annual Report on Form 20-F).

In line with the APA with the US IRS (Internal Revenue Service) in fiscal 2018, the Company had to pay an adjusted amount of approximately $223 million due to the difference between the taxes payable for prior periods as per the APA and the actual taxes paid for such periods, which was paid in fiscal 2018 and fiscal 2019.

Based on the assumptions as of March 31, 2020,2021, we expect to contribute $19$31 million to gratuity trusts during fiscal 20212022 (See Note 2.13.1, Gratuity, under Item 18 of this Annual Report on Form 20-F).

Net cash used in investing activities:

Net cash used in investing activities relating to our business acquisitions for fiscal 2021, 2020 and 2019 and 2018 was $165 million, $252 million, and $77 million, respectively. During fiscal 2021 we paid $165 million, net of cash acquired, towards the acquisitions of Kaleidoscope, GuideVision and $4 million, respectively.Blue Acorn iCi. During fiscal 2020 we paid $252 million, net of cash acquired, towards the acquisitions of Stater N.V and Outbox Systems Inc dba Simplus. During fiscal 2019 we paid $30 million as an advance payment to selling shareholders towards the acquisition of HIPUS.

NetDuring fiscal 2021 the Group, completed three business combinations to complement its digital offerings and end to end customer experience offerings to customers by acquiring 100% voting interests in:

1.

GuideVision, s.r.o a ServiceNow Elite Partner based in Europe on October 1, 2020.

2.

Kaleidoscope Animations, Inc. a U.S. based product design and development services focused primarily on medical devices on October 9, 2020 and

3.

Beringer Commerce Inc. and Beringer Capital Digital Group Inc., collectively known as Blue Acorn iCi, an Adobe Platinum partner in the United States, and a leader in digital customer experience, commerce and analytics on October 27, 2020.

The aggregate purchase consideration of the three acquisitions of $189 million includes cash used in investing activities, relating to acquisition of additional property, plant and equipment for fiscal 2020, 2019 and 2018 was $465 million, $349$176 million and $310 million, respectively, for our software Development Centers.

During fiscal 2020, 2019 and 2018, we invested $5,416 million $11,741 million and $10,721 million, respectively, in marketable securities. Further, we redeemed marketable securities of $5,817 million, $11,922 million and $11,474 million of during fiscal 2020, 2019 and 2018, respectively. During fiscal 2020, fiscal 2019 and fiscal 2018 we have redeemed certain investments to fund our business operations, dividend payouts and execution of our buyback. Marketable securities include liquid mutual funds, fixed maturity plans securities, quoted debt securities, certificates of deposit and commercial papers. Investment in equity and preference securities and other investments was $10 million, $6 million and $8 million during fiscal 2020, 2019 and 2018, respectively. Further, redemption of such investments during fiscal 2020, 2019 and 2018 was $4 million, $18 million and $5 million, respectively. During fiscal 2020, 2019 and 2018, we invested $15 million, $3 million and $20 million, respectively, in deposits placed with corporation.


On September 8, 2017, Infosys acquired 100% of the voting interests in Brilliant Basics Holdings Limited., UK, (Brilliant Basics), a product design and customer experience innovator with experience in executing global programs. The business acquisition was completed by entering into a share purchase agreement for cash consideration of $4 million, contingent consideration of up to $3 million and additional consideration of $2 million, referred to as a retention bonus, payable to the employees of Brilliant Basics at each anniversary year over the next two years from the acquisition date, subject to their continuous employment with the group at each anniversary. During fiscal 2020, contingent consideration of $1 million pertaining to this acquisition is paid. The undiscountedan estimated fair value of contingent consideration as at March 31, 2020 was $1 million.

On May 22, 2018, Infosys acquired 100% of the voting interests in WongDoody Holding Company Inc., (WongDoody) a U.S. based, full-service creative and consumer insights agency. The business acquisition was completed by entering into a share purchase agreement for a total consideration of up to $75 million, which includes a cash consideration of $38 million, contingent consideration of up to $28 million and additional consideration of up to $9 million, referred to as a retention bonus, payable to the employees of WongDoody over the next three years from the acquisition date, subject to their continuous employment with the group. The undiscounted value of contingent consideration as at March 31, 2020 was $19 million.

On November 16, 2018, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 60% stake in Infosys Compaz Pte. Ltd, a Singapore based IT services company. The business acquisition was completed by entering into a share purchase agreement for a total consideration of up to SGD 17 million (approximately $13 million on the acquisition date), which includes a cash consideration of SGD 10 million (approximately $8 million on the acquisition date), contingent consideration of up to SGD 7 million (approximately $5 million on the acquisition date). The undiscounted value of contingent consideration as at March 31, 2020 was $5 million.

On October 11, 2018, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 100% of the voting interests in Fluido Oy (Fluido), a Nordic-based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to Euro 65 million (approximately $75 million), comprising of cash consideration of Euro 45 million (approximately $52 million), contingent consideration of up to Euro 12 million (approximately $14 million) and retention payouts of up to Euro 8 million (approximately $9 million), payable to the employees of Fluido over the next three years fromon the date of acquisition, subject to their continuous employment with the group.acquisition. The undiscounted value of contingent consideration as of March 31, 20202021 was $10$16 million.

Additionally, these acquisitions have retention payouts payable to the employees of the acquiree amounting to $17 million over the next two to three years, subject to their continuous employment with the group along with achievement of financial targets for the respective years.

On April 1, 2019, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 81% of ownership and voting interests in Hitachi Procurement Service Co. Limited (HIPUS), a wholly owned subsidiary of Hitachi Ltd, Japan for a total cash consideration of JPY 3.29 billion (approximately $30 million). HIPUS handles indirect materials purchasing functions for the Hitachi Group. The entity provides end-to-end procurement capabilities, through its procurement function expertise, localized team and BPM networks in Japan. The.The Group’s equity interest in HIPUS on the date of acquisition and as at March 31, 2020 is 81%. The non-controlling shareholders of HIPUS have a put option which, if exercised, would require the Group to purchase the remaining shares in HIPUS. Consequently, the Group recorded a financial liability with a corresponding adjustment to equity.

On May 23, 2019, Infosys Consulting Pte Limited acquired 75% of ownership and voting interests in Stater N.V (Stater), a wholly owned subsidiary of ABN AMRO Bank N.V., Netherland, for a total cash consideration of Euro 154 million (approximately $171 million). Stater brings European mortgage expertise and a robust digital platform to drive superior customer experience. The Group’s equity interest in Stater on the date of acquisition and as at March 31, 2020 is 75%. The Group has a call option to acquire the remaining shareholdings held by non-controlling interests in Stater.


The non-controlling shareholders of HIPUS and Stater also have a put option which, if exercised, would require the Group to purchase the remaining shares in Stater.HIPUS and Stater, respectively. Consequently, the Group recorded a financial liability with a corresponding adjustment to equity.equity and amount outstanding as on March 31, 2021 was $ 95 million.


On March 13, 2020, Infosys Nova Holdings LLC (a wholly owned subsidiary of Infosys Limited) acquired 100% of voting interests in Outbox Systems Inc. dba Simplus, a US based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to $250 million, comprising of cash consideration of $180 million, contingent consideration of up to $20 million, additional performance bonus and retention payouts of up to $50 million payable to the employees of Simplus over the next three years from the date of acquisition, subject to their continuous employment with the group and meeting certain targets. The undiscounted value

Net cash used in investing activities, relating to acquisition of contingent consideration asadditional property, plant, and equipment for fiscal 2021, 2020 and 2019 was $285 million, $465 million and $349 million, respectively, for our software development centers.

During fiscal 2021, 2020 and 2019, we invested $6,308 million $5,416 million and $11,741 million, respectively, in marketable securities. Further, we redeemed marketable securities of March 31,$5,597 million, $5,817 million and $11,922 million of during fiscal 2021, 2020 and 2019, respectively. We redeem investments to fund our business operations, dividend payouts and in line with the execution of our capital allocation policy. Marketable securities include liquid mutual funds, fixed maturity plans securities, quoted debt securities, certificates of deposit and commercial papers. Investment in equity and preference securities and other investments was $13 million.

$3 million, $10 million and $6 million during fiscal 2021, 2020 and 2019, respectively. Further, sale of such investments during fiscal 2021, 2020 and 2019 was $10 million, $4 million and $18 million, respectively. During fiscal 2021, 2020 and 2019, we invested $28 million, $15 million and $3 million, respectively, in deposits placed with corporation. We invest in the start-up ecosystem to gain access to innovation that, when combined with our services and solutions, can benefit our clients. These investments are typically minority equity positions in start-up companies and/or venture capital funds. As of March 31, 2020,2021, a total of $69$72 million has been invested in such assets since inception, and we have an uncalled capital commitment of $8$6 million. Our investments are fair valued in line with our accounting policy. We have exited some of our investments either because the investee company was sold to new shareholders or because it ceased to have any further strategic value for us. The carrying value of investments as onof March 31, 20202021 was $22$36 million.

Net cash used in financing activities:

Net cash used in financing activities for fiscal 2021 includes $1,226 million towards dividend payments and $94 million towards payment of lease liabilities. Net cash used in financing activities for fiscal 2020 includes $1,070 million towards share buyback including transaction costs and $1,359 million towards dividend payments including corporate dividend tax and $80 million towards payment of lease liabilities. Net cash used in financing activities for fiscal 2019 includes $118 million towards share buyback including transaction costs and $1,956 million towards dividend payments including corporate dividend tax.

Net cash used in financing activities for fiscal 2018 was $2,042 million towards share buyback including transaction cost and $1,156 million towards dividend payment including corporate dividend tax.

Buyback completed in August 2019proposed on April 2021

In line with the capital allocation policy, announced in April 2018, thethe Board, at its meeting held on January 11, 2019,April 14, 2021, approved a proposal for the buyback of Equity Sharesequity shares, from the open market route through the Indian stock exchanges, amounting to ₹9,200 crore (Maximum Buyback Size, excluding buyback tax) (approximately $1,227 million*) at a price not exceeding ₹1,750 per share (Maximum Buyback Price) (approximately $23.3* per share), subject to shareholders' approval in the ensuing Annual General Meeting.

During the year, the Company had paid an Interim Dividend of ₹12 per share (approximately $0.16 per share) and has announced a final dividend of ₹15 per share (approximately $0.20 per share), subject to shareholders’ approval in the ensuing Annual General Meeting.

After returning the above amounts, the Company would have returned approximately 83% of the free cash flow for fiscal 2020 and fiscal 2021 through dividends and buybacks, in line with the capital allocation policy announced in July 2019.

*USD-INR rate of 75.00


Buyback completed in August 2019

Based on the postal ballot which concluded on March 12, 2019, the shareholders approved the proposal of the above buyback of equity shares from the open market route through Indian stock exchanges of up to ₹8,260 crore (Maximum Buyback Size)(maximum buyback size) (approximately $1,184 million) at a price not exceeding ₹800/-₹800 per share (Maximum Buyback Price) subject to shareholders' approval by way of Postal Ballot. The shareholders approved the proposal of a buyback of equity shares through the postal ballot that concluded on March 12, 2019.

share. The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the open market route through theIndian stock exchange.exchanges. The buyback of equity shares through theIndian stock exchangeexchanges commenced on March 20, 2019 and was completed on August 26, 2019. During this buyback period, the Company purchased and extinguished a total of 110,519,266 equity shares from the stock exchange at an average buyback price of ₹747.38/- per equity share comprising 2.53% of the pre buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of $1,188 million including₹8,260 crore (excluding transaction costs as stated below.

Of the total 110,519,266 equity shares purchased through the Indian stock exchange, 97,867,266 equity shares were bought back during fiscal 2020 resulting in a cash outflow of $1,070 million including transaction costs and 12,652,000 equity shares were bought back during fiscal 2019 resulting in a cash outflow of $118 million including transaction costs.


Buyback completed in December 2017

The Board, at its meeting on August 19, 2017, approved a proposal for the Company to buyback its fully paid-up equity shares of face value of ₹5/- each from the eligible equity shareholders of the Company for an amount not exceeding ₹13,000 crorecosts) ($2 billion)1,183 million). The shareholders approvedCompany funded the buyback of equity Shares through the postal ballot that concluded on October 7, 2017. The Buyback offer comprised a purchase of 113,043,478 equity Shares aggregating 4.92% of the paid-up equity share capital of the Company at a price of ₹1,150 per equity share. The Buyback was offered to all eligible equity shareholders (including those who became equity shareholders as on the Record Date by cancelling American Depositary Shares and withdrawing underlying equity shares) of the Company as on the Record Date (i.e. November 1, 2017) on a proportionate basis through the "Tender offer" route. The Company concluded the buyback procedures on December 27, 2017 and 113,043,478 equity shares were extinguished which resulted in a cash outflow of $2,042 million including transaction costs. Refer to section titled ‘Corporate actions’ under Item 5 of this Annual Report for further details relating to buyback.from its free reserves.

Dividends

The following table sets forth the dividend per share declared for fiscal 2021, 2020 2019 and 2018:2019:

 

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018(5)

 

 

 

in ₹

 

 

in $ (4)

 

 

in ₹

 

 

in $ (4)

 

 

in ₹

 

 

in $(4)

 

-Interim dividend

 

 

8.00

 

 

 

0.11

 

 

 

7.00

 

 

 

0.10

 

 

 

6.50

 

 

 

0.10

 

-Final dividend

 

9.50(1)

 

 

 

0.13

 

 

10.50

 

 

0.15

 

 

10.25

 

 

0.16

 

-Special dividend

 

 

-

 

 

 

-

 

 

 

4.00

 

 

 

0.06

 

 

5.00

 

 

0.08

 

 

 

 

17.50

 

 

 

0.24

 

 

 

21.50

 

 

 

0.31

 

 

 

21.75

 

 

 

0.34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payout ratio (interim and final dividend)

 

 

 

 

 

53.5%(3)(6)

 

 

 

 

 

 

68.1%(2)

 

 

 

 

 

 

69.8%(2)

 

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

 

in

 

 

in $ (5)

 

 

in

 

 

in $ (5)

 

 

in

 

 

in $(5)

 

- Interim dividend

 

 

12.00

 

 

 

0.16

 

 

 

8.00

 

 

 

0.11

 

 

 

7.00

 

 

 

0.10

 

- Final dividend

 

15.00 (1)

 

 

 

0.20

 

 

 

9.50

 

 

 

0.13

 

 

 

10.50

 

 

 

0.15

 

- Special dividend

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.00

 

 

 

0.06

 

 

 

 

27.00

 

 

 

0.36

 

 

 

17.50

 

 

 

0.24

 

 

 

21.50

 

 

 

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payout ratio (interim and final dividend)

 

 

 

 

 

52.2%(2)(3)

 

 

 

 

 

 

53.5%(2)

 

 

 

 

 

 

68.1%(4)

 

 

(1)

Recommended by the Board of Directors at its meeting held on April 20, 2020,14, 2021, subject to the approval by the shareholders at the ensuing Annual General Meeting of the Company to be held on June 27, 2020.19, 2021 and if approved would result in a net cash outflow of approximately $849 million (excluding dividend paid on treasury shares).

(2)

Our pastpresent capital allocation policy was to pay up to 70% of free cash flow*. Dividend payout includes Dividend Distribution Tax.

(3)

Our present capital allocation policyeffective fiscal 2020 is to pay approximately 85% of the free cash flow* cumulatively over a 5-year period through a combination of semi-annual dividends and/or share buyback and/or special dividends, subject to applicable laws and requisite approvals, if any. Dividend and buyback payouts include applicable taxes, if any.

(3)

Based on outstanding number of shares on March 31, 2021.

(4)

Our past capital allocation policy in fiscal 2019 was to pay up to 70% of free cash flow*. Dividend payouts include Dividend Distribution Tax.

(5)

Converted at the monthly exchange rate in the month of declaration of dividend.

(5)

Adjusted for September 2018 bonus issue, wherever applicable.

(6)

Based on outstanding number of shares on March 31, 2020.

*

Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS.

 


The following table shows the cash outflow in the form of dividend payments including dividend distribution tax:

 

 

 

(Dollars in millions)

 

Particulars

 

Fiscal 2021

Fiscal 2020

 

 

Fiscal 2019

Fiscal 2018

 

Cash outflow *#

 

 

 

 

 

 

 

 

 

 

 

 

-Final- Final dividend for fiscal 20192020

 

782

539

 

 

 

 

 

 

 

-Interim- Interim dividend for fiscal 20202021

 

577

687

 

 

 

 

 

 

 

-Final dividend for fiscal 2018

779

-Special dividend declared in fiscal 2018

384

-Interim- Final dividend for fiscal 2019

 

 

 

 

 

498782

 

 

 

 

-Special- Interim dividend declared infor fiscal 20192020

 

 

 

 

 

295577

 

 

 

 

-Final dividend for fiscal 2017

630

-Interim- Final dividend for fiscal 2018

 

 

 

 

 

 

 

 

526779

- Special dividend declared in fiscal 2018

384

- Interim dividend for fiscal 2019

498

- Special dividend declared in fiscal 2019

295

 

 


*

excludesExcludes dividend paid on treasury shares

#

The Company declares and pays dividends in Indian rupees. The conversion of dividend paid to U.S. dollars is based on the exchange rate on date of payment.payment

Contractual commitments

As of March 31, 2020,2021, we had contractual commitments for capital expenditure of $180$100 million, as compared to $249$180 million and $223$249 million as of March 31, 20192020 and 2018,2019, respectively. These commitments include $104$57 million in commitments for domestic purchases as of March 31, 2020,2021, as compared to $214$104 million and $184$214 million as of March 31, 20192020 and 2018,2019, respectively, and $76$43 million in overseas commitments generallyas of March 31, 2021, as compared to $76 million and $35 million as of March 31, 2020 as compared to $35 million and $39 million as of March 31, 2019, and 2018, respectively. All our capital commitments will be financed out of cash generated from operations. We expect our outstanding contractual commitments as of March 31, 20202021 to be majorly completed in a year.

Further we have an uncalled capital commitment towards investments of $6 million as of March 31, 2021, as compared to $8 million and $12 million as of March 31, 2020 as compared to $12 million as of March 31,and 2019, and 2018, each.

Quantitative and Qualitative Disclosures about Market Risk

General

Market risk is attributable to all market sensitive financial instruments including foreign currency receivables and payables. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments.

Our exposure to market risk is a function of our revenue generating activities and any future borrowing activities in foreign currency. The objective of market risk management is to avoid excessive exposure of our earnings and equity to loss. Most of our exposure to market risk arises out of our foreign currency revenues, receivables, and payables.

We have chosen alternative 1 provided by Item 11 of Form 20-F to disclose quantitative information about market risk. All the required information under alternative 1 has been either included in components of market risk as given below or in Note 2.3 under Item 18 of this Annual Report and such information has been incorporated herein by reference.


The following table provides the cross references to Notes under Item 18 of this Annual Report which contains disclosures required under alternative 1 of Item 11 of Form 20-F.

 

Sl. No.

Requirements of Alternative 1 of Item 11

 

Cross reference to notes in the financial statements for instruments held for trading (Derivative financial instruments)

 

Cross reference to notes in the financial statements for instruments other than for trading purposes (All other financial instruments)

1.

Fair values of market risk sensitive instruments

 

Table: The carrying value and fair value of financial instruments by categories under Note 2.3, Financial Instruments, of Item 18 of this Annual Report.

 

Table: The carrying value and fair value of financial instruments by categories under Note 2.3, Financial Instruments, of Item 18 of this Annual Report.

2.

Contract terms to determine future cash flows, categorized by expected maturity terms

 

Section: Derivative Financial Instruments under Note 2.3, Financial Instruments, of Item 18 of this Annual Report describing the terms of forward and options contracts and the table depicting the relevant maturity groupings based on the remaining period as of March 31, 20202021 and March 31, 2019.2020.

 

We have provided the outstanding contract amounts in Note 2.3, Financial Instruments, of Item 18 of this Annual Report, table giving details in respect of outstanding foreign exchange forward and option contracts.

 

Current Financial Assets: The expected maturity of these assets falls within one year, hence no additional disclosures are required.

 

Non-Current Financial Assets:

 

Prepayments and Other Assets - Primarily consist of deposit held with corporation to settle certain employee-related obligations as and when they arise during the normal course of business rental deposits and securityrental deposits with service providers. Consequently, the period of maturity could not be estimated. (see Note 2.4, Prepayments and Other Assets, under Item 18 of this Annual Report on Form 20-F for additional information). Hence, we have not made any additional disclosures for the maturity of non-current financial assets.

 

Financial Liabilities: Refer to Section “Liquidity Risk” under Note 2.3 of Item 18 of this Annual Report, table containing the details regarding the contractual maturities of significant financial liabilities as of March 31, 20202021 and March 31, 2019.2020.

3.

Contract terms to determine cash flows for each of the next five years and aggregate amount for remaining years.years

 

Same table as above however as all our forward and option contracts mature within 12 months, we do not require further classification.

 

Refer to Section “Liquidity Risk” under Note 2.3 of Item 18 of this Annual Report, table containing the details regarding the contractual maturities of significant financial liabilities as of March 31, 20202021 and March 31, 2019.2020.

 

4.

Categorization of market risk sensitive instruments

 

We have categorized the forwards and option contracts based on the currency in which the forwards and option contracts were denominated in accordance with instruction to Item 11(a) 2 B (v). Refer to section entitled: Derivative Financial Instruments under Note 2.3, Financial Instruments, of Item 18 of this Annual Report; table giving details in respect of outstanding foreign exchange forward and option contracts.

 

We have categorized the financial assets and financial liabilities based on the currency in which the financial instruments were denominated in accordance with instruction to Item 11(a) 2 B (v). Refer to section entitled: Financial Risk Management under Note 2.3, Financial Instruments, under Item 18 of this Annual Report; table analyzing the foreign currency risk from financial instruments as of March 31, 20202021 and March 31, 2019.2020.

5.

Descriptions and assumptions to understand the above disclosures

 

All the tables given under Note 2.3, Financial Instruments, under Item 18 of this Annual Report have explanatory headings and the necessary details to understand the information contained in the tables.

 

All the tables given under Note 2.3, Financial Instruments, under Item 18 of this Annual Report have explanatory headings and the necessary details to understand the information contained in the tables.

 


Risk Management Procedures

We manage market risk through treasury operations. Our treasury operations' objectives and policies are approved by senior management and our Audit Committee. The activities of treasury operations include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, if any, and ensuring compliance with market risk limits and policies.

Components of Market Risk

 

(1)

Exchange rate risk. Our exposure to market risk arises principally from exchange rate risk. Even though our functional currency is the Indian rupee, we generate a major portion of our revenues in foreign currencies, particularly the U.S. dollar, the Euro, the Australian dollar and the United Kingdom Pound Sterling, Euro and the Australian dollar, whereas we incur a significant portion of our expenses in U.S. dollar and Indian rupees. The exchange rate between the Indian rupee and the U.S. dollar has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are adversely affected as the Indian rupee appreciates against the U.S. dollar. For fiscal 2021, 2020 2019 and 2018,2019, U.S. dollar denominated revenues represented 67.5%66.5%, 67.3%67.5% and 67.7%67.3% of total revenues, respectively. For the same periods, revenues denominated in United Kingdom Pound Sterlingthe Euro represented 4.9%13.4%, 5.0%12.4% and 5.3%11.9% of total revenues, revenues denominated in the EuroAustralian dollar represented 12.4%6.9%, 11.9%6.8% and 11.3%7.9% of total revenues while revenues denominated in the Australian dollarUnited Kingdom Pound Sterling represented 6.8%4.6%, 7.9%4.9% and 7.8%5.0% of total revenues. Our exchange rate risk primarily arises from our foreign currency revenues, receivables, and payables.

We use derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. Bank counterpartyCounterparty for such contracts is generally a bank.

Refer to Note 2.3 in Item 18 in this Annual Report for the details in respect of outstanding foreign exchange forward and options contracts.

The forward and option contracts typically mature within 12 months, must be settled on the day of maturity and may be cancelled subject to the receipt or payment of any gains or losses in the difference between the contract exchange rate and the market exchange rate on the date of cancellation. We use these derivative instruments only as a hedging mechanism and not for speculative purposes. We may not purchase adequate instruments to insulate ourselves from foreign exchange currency risks. In addition, any such instruments may not perform adequately as a hedging mechanism. The policies of the RBI may change from time to time which may limit our ability to hedge our foreign currency exposures adequately. We may, in the future, adopt more active hedging policies, and have done so in the past.

 

(2)

Fair value. Refer to Note 2.3 in Item 18 in this Annual Report for the disclosure on carrying value and fair value of financial assets and liabilities.

Recent Accounting Pronouncements

1.6.1 Standards issued but not yet effective

New and revised IFRS Standards in issue but not yet effective:


 

Conceptual Framework in IFRS StandardsAmendments to IAS 16 Property, Plant and Equipment

:

Amendments to References to the Conceptual Framework

Amendments to IFRS 3

:

Definition of a BusinessProceeds before Intended Use

Amendments to IAS 1 and IAS 837 Onerous Contracts

:

DefinitionCost of MaterialFulfilling a Contract

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 716

:

Interest Rate Benchmark ReformReform—Phase 2

Amendments to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors

Amendments to IAS 1, Presentation of Financial Statements

:

:

Definition of Accounting Estimates

Disclosure of Accounting Policies


Amendments to References to the Conceptual Framework in IFRS Standards

In March 2018, International Accounting Standards Board (IASB) issued Amendments to References to the Conceptual Framework in IFRS Standards. The document contains amendments to various IFRS standards.

Not all amendments, however, update those pronouncements with regard to references to and quotes from the framework so that they refer to the revised Conceptual Framework. Some pronouncements are only updated to indicate which version of the Framework they are referencing to (the IASB Framework adopted by the IASB in 2001, the IASB Framework of 2010, or the new revised Framework of 2018) or to indicate that definitions in the Standard have not been updated with the new definitions developed in the revised Conceptual Framework.

The amendments, where they actually are updates, are effective for annual periods beginning on or after January1, 2020, with early application permitted.

The Group does not expect the amendment to have any impact on our consolidated financial statements.

Amendments to IFRS 3 Definition of a business

On October 22, 2018, the International Accounting Standard Board has issued amendments to IFRS 3, ‘Business Combinations’, in connection with clarification of definition of business, to determine whether an acquisition is a business or a group of assets. The amendment added a concept called “Optional Concentration Test” that makes it easier to conclude that a company has acquired a group of assets rather than a business, if the value of the assets acquired is substantially concentrated in a single asset or group of similar assets. An entity may elect to apply or not to apply this optional concentration test on a transaction by transaction basis.

The amendment will apply to the Company effective April 1, 2020 and has to be applied prospectively. Hence there is no impact on the consolidated financial statement.

Amendments to IAS 1 and IAS 8 Definition of Material16

In October 2018, theOn May 14, 2020, IASB issued Amendmentsan amendment to IAS 1 Presentation16 Property, Plant and Equipment Proceeds before Intended Use (Amendments to IAS 16) which amends the standard to prohibit deducting from the cost of Financial Statementsan item of property, plant and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to make the definition of material in IAS 1 easier to understand. The amendments are not intended to alter the underlying concept of materiality in IFRS Standards. The concept of ‘obscuring’ material information with immaterial information has been included as part of the new definition.

The threshold for materiality influencing users has been changedequipment any proceeds from ‘could influence’ to ‘could reasonably be expected to influence’.

The definition of material in IAS 8 has been replaced by a referenceselling items produced while bringing that asset to the definitionlocation and condition necessary for it to be capable of materialoperating in IAS 1. In addition, the IASB amended other Standardsmanner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the Conceptual Framework that contain a definitioncost of materialproducing those items, in profit or refer to the term ‘material’ to ensure consistency.

The amendments are required to be applied prospectively for annual periods beginning on or after January 1, 2020, with earlier application permitted.

The Group does not expect the amendment to have any material impact on our evaluation of materiality in relation to our financial statements.

Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark Reform

In September 2019, IASB introduced amendments, which modified specific hedge accounting requirements, so that entities would apply those hedge accounting requirements assuming that the interest rate benchmark is not altered as a result of the interest rate benchmark reform.

The changes will mandatorily apply to all hedging relationships that are directly affected by the interest rate benchmark reform.


The Group does not expect the amendment to have any significant impact.

loss. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2020,2022, although early adoption is permitted. The Group has evaluated the amendment and there is no impact on its consolidated financial statements.

Amendments to IAS 37

On May 14, 2020, IASB issued Onerous Contracts Cost of Fulfilling a Contract (Amendments to IAS 37) which specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2022, although early adoption is permitted. The Group is in the process of evaluating the impact of the amendment.

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform (Phase 2)

The IASB finalized its response to the ongoing reform of Inter-Bank Offered Rates (IBOR) and other interest rate benchmarks by issuing a package of amendments to IFRS Standards in August 2020. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. The amendments in this final phase relate to practical expedient for particular changes in contractual cash flows, relief from specific hedge accounting requirements and certain disclosure requirement. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2021, although early adoption is permitted. The Group has evaluated the amendment and there is no impact on its consolidated financial statements.

Amendments to IAS 8

On February 12, 2021 International Accounting Standards Board (IASB) has issued amendments to IAS 8 Accounting Policies, Changes in Accounting estimates and Errors which introduced a definition of ‘accounting estimates’ and included amendments to IAS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. The Group has evaluated the amendment and there is no impact on its consolidated financial statements.

Amendments to IAS 1

On February 12, 2021 International Accounting Standards Board (IASB) has issued amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements which requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. The Group is in the process of evaluating the impact of the amendment.

Critical Accounting Policies

We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on management's judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, future events rarely develop exactly as forecast, and the best estimates routinely require adjustment. 


1.

Estimates and judgments

We prepare financial statements in conformity with IFRS, which requires us to make estimates, judgments, and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Application of accounting policies which require critical accounting estimates involving complex and subjective judgments and the use of assumptions in the consolidated financial statements have been disclosed below. However, accounting estimates and judgments could change from period to period and actual results could differ from those estimates. Appropriate changes in estimates and judgments are made as and when we become aware of changes in circumstances surrounding the estimates and judgements. Changes in estimates and judgments are reflected in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements.

A.

Estimation of uncertainties relating to the global health pandemic relating to COVID-19

Estimation of uncertainties relating to the global health pandemic from COVID 19 (COVID-19)

We have considered the possible effects that may result from the COVID-19 pandemic relating to COVID-19 on the carrying amounts of receivables, unbilled revenues, goodwill, and intangible assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of thisthe COVID-19 pandemic, we, as at the date of approval of these financial statements have used internal and external sources of information including credit reports and related information, economic forecasts and consensus estimates from market sources on our expected future performance. We have performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of the COVID-19 pandemic on our financial statements may differ from that estimated as at the date of approval of these consolidated financial statements.

 

B.A.

Revenue recognition

Our contracts with customers include promises to transfer multiple products and services to a customer. Revenues from customer contracts are considered for recognition and measurement when the contract has been approved, in writing, by the parties to the contract, the parties to the contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. We assess the services promised in a contract and identify distinct performance obligations in the contract. Identification of distinct performance obligations to determine the deliverables and the ability of the customer to benefit independently from such deliverables, and allocation of transaction price to these distinct performance obligations involves significant judgement.

Fixed price maintenance revenue is recognized ratably on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period. Revenue from fixed price maintenance contract is recognized ratably using a percentage of completion method when the pattern of benefits from the services rendered to the customer and our costs to fulfil the contract is not even through the period of the contract because the services are generally discrete in nature and not repetitive. The use of method to recognize the maintenance revenues requires judgment and is based on the promises in the contract and nature of the deliverables.


We use the percentage-of-completion method in accounting for other fixed-price contracts. Use of the percentage-of-completion method requires us to determine the actual efforts or costs expended to date as a proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended are used to measure progress towards completion as there is a direct relationship between input and productivity. The estimation of total efforts or costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information.

Provisions for estimated losses, if any, on uncompletedincomplete contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract.


C.B.

Income taxes

Our two major tax jurisdictions are India and the U.S., though we file tax returns in other overseas jurisdictions.

Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

In assessing the realizability of deferred income tax assets, we consider whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the group will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced. Refer to Note 2.18 under Item 18 of this Annual Report on Form 20-F.

D.C.

Business combinations and Intangible assets

Business combinations are accounted for using IFRS 3 (Revised), Business Combinations. IFRS 3 requires the identifiable intangible assets and contingent consideration to be fair valued in order to ascertain the net fair value of identifiable assets, liabilities and contingent liabilities of the acquired entity. Significant estimates are required to be made in determining the value of contingent consideration, value of option arrangements and intangible assets. These valuations are conducted by external valuation experts at the time of acquisition. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. Refer to Note 2.9 and 2.10 of Item 18 of this Annual Report on Form 20-F.

E.D.

Property, plant, and equipment

Property, plant, and equipment represent a significant proportion of our asset base. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the assets are determined by us at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. Refer to Note 2.7 under Item 18 of this Annual Report on Form 20-F.

F.E.

Impairment of Goodwill

Goodwill is tested for impairment on an annual basis and whenever there is an indication that the recoverable amount of a cash generating unit (CGUs)(“CGU”) is less than its carrying amount. For the impairment test, goodwill is allocated to the CGU or groups of CGUs which benefit from the synergies of the acquisition and which represent the lowest level at which goodwill is monitored for internal management purposes.

The recoverable amount of CGUs is determined based on higher of value-in-use and fair value less cost to sell. Key assumptions in the cash flow projections are prepared based on current economic conditions and comprises estimated long-term growth rates, weighted average cost of capital and estimated operating margins. Refer to Note 2.9 under Item 18 of this Annual Report on Form 20-F.


G.F.

Leases

IFRS 16 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. We make an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, we consider factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to our operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, we have concluded that no changes are required to lease period relating to the existing lease contracts. Refer to Note 2.8 under Item 18 of this Annual Report on Form 20-F.

H.

Non-current assets and Disposal Groups held for sale

Assets and liabilities of disposal groups held for sale are measured at the lower of carrying amount and fair value less costs to sell. The determination of fair value less costs to sell includes use of management estimates and assumptions. The fair value of the disposal groups have been estimated using valuation techniques including income and market approach which includes unobservable inputs.

Non-current assets and disposal group that ceases to be classified as held for sale shall be measured at the lower of carrying amount before the Non-current asset and disposal group was classified as held for sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the disposal group no longer meets the " Held for Sale" criteria. Recoverable amounts of assets reclassified from held for sale have been estimated using management’s assumptions which consist of significant unobservable inputs.

 

I.G.

Loss allowanceAllowance for credit losses on receivables and unbilled revenue

We determine the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. We considered current and anticipated future economic conditions relating to industries we deal with and the countries where we operate. In calculating expected credit loss, we have also considered credit reports and other related credit information for our customers to estimate the probability of default in future and have taken into account estimates of possible effect from the pandemic relating to COVID-19.COVID-19 pandemic.

2.

Revenue Recognition

We derive revenues primarily from business IT services comprising of software development and related services, consulting and package implementation, licensing of software products and platforms across our core and digital offerings (together referred to as “software related services”) and business process management services. Contracts with customers are either on a time-and-material, unit of work, fixed-price, or fixed-timeframe basis.

 

Revenues from customer contracts are considered for recognition and measurement when the contract has been approved, in writing, by the parties, to the contract, the parties to the contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. Revenue is recognized upon transfer of control of promised products or services (“performance obligations”) to customers in an amount that reflects the consideration we have received or expect to receive in exchange for these products or services (“transaction price”). When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved.

 

We assess the services promised in a contract and identify distinct performance obligations in the contract. We allocate the transaction price to each distinct performance obligation based on the relative standalone selling price. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In the absence of such evidence, the primary method used to estimate standalone selling price is the expected cost plus a margin, under which we estimate the cost of satisfying the performance obligation and then add an appropriate margin based on similar services.

 


Our contracts may include variable consideration including rebates, volume discounts and penalties. We include variable consideration as part of transaction price when there is a basis to reasonably estimate the amount of the variable consideration and when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.


 

Revenue on time-and-material and unit of work-based contracts, are recognized as the related services are performed. Fixed price maintenance revenue is recognized ratably either on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or using a percentage of completion method when the pattern of benefits from the services rendered to the customer and our costs to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive. Revenue from other fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time is recognized using the percentage-of-completion method. Efforts or costs expended have been used to determine progress towards completion as there is a direct relationship between input and productivity. Progress towards completion is measured as the ratio of costs or efforts incurred to date (representing work performed) to the estimated total costs or efforts. Estimates of transaction price and total costs or efforts are continuously monitored over the lives of the contracts and are recognized in profit or loss in the period when these estimates change or when the estimates are revised. Revenues and the estimated total costs or efforts are subject to revision as the contract progresses. Provisions for estimated losses, if any, on uncompletedincomplete contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract.

 

The billing schedules agreed with customers include periodic performance-based billing and / or milestone-based progress billings. Revenues in excess of billing are classified as unbilled revenue while billing in excess of revenues are classified as contract liabilities (which we refer to as unearned revenues).

 

In arrangements for software development and related services and maintenance services, by applying the revenue recognition criteria for each distinct performance obligation, the arrangements with customers generally meet the criteria for considering software development and related services as distinct performance obligations. For allocating the transaction price, the Group measures the revenue in respect of each performance obligation of a contract at its relative standalone selling price. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In cases where we are unable to determine the standalone selling price, we use the expected cost-plus margin approach in estimating the standalone selling price. For software development and related services, the performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses.

 

Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is made available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized over the access period.

 

Arrangements to deliver software products generally have three elements: license, implementation and Annual Technical Services (ATS). When implementation services are provided in conjunction with the licensing arrangement and the license and implementation have been identified as two distinct separate performance obligations, the transaction price for such contracts are allocated to each performance obligation of the contract based on their relative standalone selling prices. In the absence of standalone selling price for implementation, we use the expected cost-plus margin approach in estimating the standalone selling price. Where the license is required to be substantially customized as part of the implementation service the entire arrangement fee for license and implementation is considered to be a single performance obligation and the revenue is recognized using the percentage-of-completion method as the implementation is performed. Revenue from client training, support and other services arising due to the sale of software products is recognized as the performance obligations are satisfied. ATS revenue is recognized ratably on a straight-line basis over the period in which the services are rendered.

 

Contracts with customers includes subcontractor services or third-party vendor equipment or software in certain integrated services arrangements. In these types of arrangements, revenue from sales of third-party vendor products or services is recorded net of costs when we act as an agent between the customer and the vendor, and gross when we are the principal for the transaction. In doing so, we first evaluate whether it controls the good or service before it is transferred to the customer. We consider whether we have the primary obligation to fulfil the contract, inventory risk, pricing discretion and other factors to determine whether we control the goods or service and therefore are acting as a principal or an agent.


 

The incremental costs of obtaining a contract (i.e., costs that would not have been incurred if the contract had not been obtained) are recognized as an asset if we expect to recover them. Any capitalized contract costs are amortized, with the expense recognized as we transfer the related goods or services to the customer.

3.

Income Taxes

Our income tax expense comprises current and deferred income tax and is recognized in net profit in the statement of comprehensive income except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Deferred income taxes are not provided on the undistributed earnings of subsidiaries and branches where it is expected that the earnings of the subsidiary or branch will not be distributed in the foreseeable future.

We offset current tax assets and current tax liabilities, where we have a legally enforceable right to set off the recognized amounts and where we intend either to settle on a net basis, or to realize the asset and settle the liability simultaneously. We offset deferred tax assets and deferred tax liabilities wherever we have a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority. Tax benefits of deductions earned on exercise of employee share options in excess of compensation charged to income are credited to share premium.

4.

Business Combinations, Goodwill, and Intangible Assets

Business combinations have been accounted for using the acquisition method under the provisions of IFRS 3 (Revised), Business Combinations.

The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued, and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition. Business combinations between entities under common control is outside the scope of IFRS 3 (Revised), Business Combinations and is accounted for at carrying value. Transaction costs that we incur in connection with a business combination such as finders’ fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.

Goodwill represents the cost of business acquisition in excess of our interest in the net fair value of identifiable assets, liabilities and contingent liabilities of the acquired entity. When the net fair value of the identifiable assets, liabilities and contingent liabilities acquired exceed the cost of the business acquisition, we recognize a gain immediately in net profit in the statement of comprehensive income. Goodwill is measured at cost less accumulated impairment losses.

Intangible assets are stated at cost less accumulated amortization and impairments. They are amortized over their respective individual estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of


obsolescence, demand, competition, and other economic factors (such as the stability of the industry, and known technological advances), and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. Amortization methods and useful lives are reviewed periodically including at each financial year end.


OFF- BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS

Set forth below are our outstanding contractual obligations as of March 31, 2020.2021:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

Contractual obligations

 

Total

 

 

Less than

1 year

 

 

1-3 years

 

 

3-5 years

 

 

More than

5 years

 

 

Total

 

 

Less than

1 year

 

 

1-3 years

 

 

3-5 years

 

 

More than

5 years

 

Purchase obligations

 

 

817

 

 

 

570

 

 

 

151

 

 

 

65

 

 

 

31

 

 

 

1,092

 

 

 

559

 

 

 

276

 

 

 

167

 

 

 

90

 

Lease Liabilities (1)

 

 

723

 

 

 

105

 

 

 

188

 

 

 

156

 

 

 

274

 

 

 

837

 

 

 

119

 

 

 

226

 

 

 

186

 

 

 

306

 

Other Long term liabilities (2)

 

 

134

 

 

 

29

 

 

 

99

 

 

 

6

 

 

 

 

Other Long-term liabilities (2)

 

 

207

 

 

 

10

 

 

 

190

 

 

 

7

 

 

 

 

(1) Refer to Note 2.8 in Item 18 in this Annual Report for further detail on leases

(2) Includes financial liability under option arrangements. Refer to Note 2.5 in Item 18 in this Annual Report for further details

 

Purchase obligation means an agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations include capital commitments.

Net defined benefit liability relating to post retirement benefit obligations recorded in accordance with IAS 19 - Employee Benefits is included in Note 2.14 in Item 18 in this Annual Report. Refer to Note 2.14 in Item 18 in this Annual Report for further details.

Additionally, as of March 31, 2020,2021, we have uncalled capital commitments of $8$6 million towards investments, which shall be paid as and when the capital call is made by the investee.

Unrecognized tax benefits amounting to $696$888 million relate to liability towards uncertain tax positions taken in larger tax jurisdictions. The period in which these uncertain tax positions will be settled is not practically determinable and accordingly has not been disclosed in the above table.

 


Item 6. Directors, Senior Management and Employees

DIRECTORS AND EXECUTIVE OFFICERS

As of March 31, 2020,2021, set forth below are the respective ages and positions of our directors and executive officers:

Name

 

Age

 

Position

Nandan M. Nilekani

 

6465

 

Non-executive, Non-Independent Chairman

Salil Parekh

 

5556

 

Chief Executive Officer and Managing Director

U. B. Pravin Rao

 

5859

 

Chief Operating Officer and Whole-time Director

Kiran Mazumdar-Shaw(1)

 

6768

 

Lead Independent Director

Dr. Punita Kumar-Sinha

57

Independent Director

D. N. Prahlad(2)

64

Independent Director

D. Sundaram

 

6768

 

Independent Director

Michael Gibbs

 

6263

Independent Director

Uri Levine

56

Independent Director

Bobby Parikh

57

Independent Director

Chitra Nayak

58

 

Independent Director

Nilanjan Roy

 

5354

 

Chief Financial Officer

Ravi Kumar S.

 

49

 

President and Deputy Chief Operating Officer

Mohit Joshi

 

4546

 

President

Krishnamurthy Shankar

 

5758

 

Group Head - Human Resources and Infosys Leadership Institute

Inderpreet Sawhney

 

5556

 

Group General Counsel and Chief Compliance Officer

Notes:

(1)1.

Re-appointedThe Board inducted Bobby Parikh and Chitra Nayak as Independent Directorindependent directors of the Company effective July 15, 2020 and March 25, 2021 respectively for a second consecutive term effective April 1, 2019, approved byof three years. The proposal is being placed before the shareholders through Postal ballot concludedat the Annual General Meeting scheduled to be held on March 12, 2019.June 19, 2021 for their approval.

(2)2.

ResignedUri Levine was appointed as an independent director of the Company effective April 20, 2020.

3.

Dr. Punita Kumar-Sinha retired as member of the Board effective January 13, 2021.

4.

D N. Prahlad resigned as member of the Board effective April 20, 2020.

Note:

The Board inducted Uri Levine as an independent director of the Company effective April 20, 2020 for a term of three years. The proposal is being placed before the shareholders at the ensuing Annual General Meeting for their approval.

The following are the details of membership and chairmanship in Board committees as of March 31, 2020:2021:  

Name

 

Board

 

 

AC

 

 

RMC

 

 

NRC

 

 

SRC

 

 

CSR

 

 

Board

 

 

AC

 

 

RMC

 

 

NRC

 

 

SRC

 

 

CSR

 

Nandan M. Nilekani

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salil Parekh

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.B. Pravin Rao

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kiran Mazumdar- Shaw

 

 

 

 

 

 

 

 

 

Chair

 

 

 

 

 

 

Chair

 

 

 

 

 

 

 

 

 

 

Chair

 

 

 

 

 

 

Chair

 

Dr. Punita Kumar-Sinha

 

 

 

 

 

 

 

 

 

 

 

 

 

Chair

 

 

 

D. N. Prahlad(1)

 

 

 

 

 

 

 

Chair

 

 

 

 

 

 

 

 

 

D. Sundaram

 

 

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chair

 

 

Chair

 

 

 

 

Chair

 

 

 

 

 

Michael Gibbs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Uri Levine

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bobby Parikh

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chitra Nayak

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total no. of members

 

 

8

 

 

 

3

 

 

 

4

 

 

 

3

 

 

 

3

 

 

 

3

 

 

 

9

 

 

 

3

 

 

 

6

 

 

 

3

 

 

 

4

 

 

 

3

 

1)

Resigned as director of the Company effective April 20, 2020.

Notes:

1.

The Board inducted Uri LevineBobby Parikh and Chitra Nayak as an independent directordirectors of the Company effective April 20, 2020.July 15, 2020 and March 25, 2021 respectively. The proposal is being placed before the shareholders at the ensuing Annual General Meeting scheduled to be held on June 19, 2021 for their approval.

2.

Consequent to the change in the Board, the Committee composition has been revised effective March 25, 2021.

3.

Dr. Punita Kumar-Sinha retired as member of the Board effective January 13, 2021.

4.

D N. Prahlad resigned as member of the Board effective April 20, 2020.

5.

Uri Levine was appointed as an independent director of the Company effective April 20, 2020.


6.

The Board instituted the Environment, Social and Governance (ESG) Committee on April 14, 2021.

 

Chair-Chair – Chairperson; 

- Member of the Committee;

AC-AC – Audit Committee;

RMC-RMC – Risk Management Committee;

NRC-NRC – Nomination and Remuneration Committee;

SRC-SRC – Stakeholders Relationship Committee;

CSR-CSR – Corporate Social Responsibility Committee;


Size and composition of the Board

The Securities Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”) mandates that for a company with a non-executive Chairman who is a Promoter, at least half of theits board of directors should be independent directors and the Boardboard of Directorsdirectors of the top 1,000 listed companies effective April 1, 2020 shall have at least one independent woman director. As on March 31, 2020,2021, the Board was comprised eightof nine members, consisting of one non-executive and non-independent chairman, two executive directors, and fivesix independent directors. Independent directors constitute 62.5%66.67% of the Board’s strength - more than the requirements of the Companies Act, 2013 and the Listing Regulations and as defined by Rule 303A.02 of NYSE the Listed Company Manual. Two out of the eightnine directors on our Board are women  and both are independent directors,  - making up 25%22.22% of the Board’s strength. The Board periodically evaluates the need for change in its size and composition.

Definition of Independent Directors

The definition of an 'independent director'“independent director” under the Companies Act, 2013 and the Listing Regulations includes a person who is not a promoter or employee or one of the key managerial personnel of the company or its subsidiaries. Further, the person should not have a material pecuniary relationship exceeding ten per cent of his total income or such amount as may be prescribed with the company or its holding, subsidiary or associate company, or their promoters, or directors during the two immediately preceding financial years or during the current financial year, apart from receiving remuneration as an independent director.

We abide by these definitions of independent director in addition to the definitions of an independent director as laid down in the NYSE Listed Company Manual and the Sarbanes-Oxley Act, and US securities laws by virtue of our listing on the NYSE in the United States.

Based on the disclosures received from all the independent directors and in the opinion of the Board, the independent directors fulfil the conditions specified in the Companies Act, 2013, the Listing Regulations and the NYSE Listed Company Manual and are independent of the Management.

Board membership criteria

Following are the Board membership criteria at InfosysInfosys:

 

-

Fields: The Company inducts eminent individuals from diverse fields as directors on its Board.

 

-

Skills: The Nomination and Remuneration Committee worksrefers to the key board qualifications and attributes in consultation with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members.

 

-

Qualification and Attributes: Members are expected to possess the required qualifications, integrity, expertise and experience for the position.

 

-

Company-specific requirements: Members should also possess deep expertise and insights in sectors / areas relevant to the Company, and ability to contribute to the Company’s growth.

 

-

Age limit: The age limit for a Managing Director / Executive Director is 60 years, while the age limit for an independent / non-executive director is 70 years. A director’s term may be extended at the discretion of the Committeenomination and remuneration committee beyond the age of 60 or 70 years with shareholders’ approval by passing a special resolution, based on the explanatory statement annexed to the Notice for such motion indicating the justification for the extension of appointment beyond 60 or 70 years as the case may be.


 

-

Membership term: The Board constantly evaluates the contribution of members and periodically shares updates with the shareholders about reappointments consistent with applicable statutes. At present, the Indian corporate law mandates the following;following:

Two-thirds of the non-independent directors on the Board retire by rotation every year, and one-third of them whose office of directorship is the longest shall mandatorily retire by rotation. Retiring directors qualify for reappointment.

Executive directors are appointed by the shareholders for a maximum period of five years, but are eligible for reappointment upon completion of their term.


An independent director shall hold office for a term of up to five consecutive years on the Board of the Company and will be eligible for reappointment on the passing of a special resolution by the shareholders and disclosure of such appointment in the Board's report.

An independent director shall hold office for a term of up to five consecutive years on the Board of the Company and will be eligible for reappointment on the passing of a special resolution by the shareholders.

Profiles of Directors and Executive Officers

Nandan M. Nilekani is the Chairman of Infosys Limited which he co-founded in 1981, and EkStep, a not-for-profit effort to create a learner centric, technology-based platform to improve basic literacy and numeracy for millions of children. He was most recently the Chairman of the Unique Identification Authority of India (UIDAI) in the rank of a Cabinet Minister. Mr. Nilekani received his bachelor’s degree from IIT, Bombay. Fortune Magazine conferred him with “Asia’s Businessman of the year 2003”. In 2005 he received the prestigious Joseph Schumpeter prize for innovative services in economy, economic sciences and politics. In 2006, he was awarded the Padma Bhushan. He was also named Businessman of the year by Forbes Asia. Time magazine listed him as one of the 100 most influential people in the world in 2006 & 2009. Foreign Policy magazine listed him as one of the Top 100 Global thinkers in 2010. He won The Economist Social & Economic Innovation Award for his leadership of India’s Unique Identification initiative (Aadhaar). In 2017, he received the Lifetime Achievement Award from E & Y. CNBC- TV 18 conferred India Business leader award for outstanding contributor to the Indian Economy-2017 and he also received the 22nd Nikkei Asia Prize for Economic & Business Innovation 2017. He is the author of Imagining India and co-authored with Viral Shah his second book, Rebooting India: Realizing a Billion Aspirations.

Salil Parekh, as Chief Executive Officer and Managing Director, sets and evolves the strategic direction for the company and its portfolio of offerings, while nurturing a strong leadership team to drive its execution.  Salil has helped create deep relationships with clients to support them in their digital transformation journeys and enabled the re-skilling of the employees to enable the digital and cloud capabilities.  Salil has thirty years of global experience in the IT services industry with a strong track record of driving digital transformation for enterprises, executing business turnarounds and managing successful acquisitions. Earlier, Salil was a member of the Group Executive Board at Capgemini, where he held several leadership positions for 25twenty-five years. He was responsible for overseeing a business cluster comprising Application Services (North America, UK, Asia), Cloud Infrastructure Services, and Sogeti (Technology & Engineering Services Division). He was responsible for the strategy and execution of these businesses - setting direction and enabling rapid client adoption. He was also the Chairman of Capgemini’s North America Executive Council. He was the architect of the North America growth and turnaround strategy and was instrumental in setting up their offshoring capabilities. Salil was also Partner at Ernst & Young and widely credited for bringing scale and value to the Indian operations of the consultancy firm. He holds Master of Engineering degrees in Computer Science and Mechanical Engineering from Cornell University, and a Bachelor of Technology degree in Aeronautical Engineering from the Indian Institute of Technology, Bombay.

U. B. Pravin Rao is the Chief Operating Officer of Infosys and a Whole-time Director of the Board. He was inducted on January 10, 2014 as a member of the Board. He is a member of the Stakeholder Relationship Committee and the Corporate Social Responsibility Committee of the Board. As the Chief Operating Officer, Mr. Rao has overall strategic and operational responsibility for the entire portfolio of the Company’s offerings. Mr. Rao oversees the key functions of global delivery and business enablement. He has over 3334 years of industry experience. Since joining Infosys in 1986, he has held a number of senior leadership roles including Interim Chief Executive Officer and Managing Director, Head of Infrastructure Management Services, Delivery Head for Europe, and Head of Retail, Consumer Packaged Goods, Logistics and Life Sciences. Mr. Rao holds a degree in Electrical Engineering from Bangalore University, India. He is a member of the NationalExecutive Council of the Confederation of Indian Industry (CII) and is currently the Chairman of the National Association of Software and Service Companies (NASSCOM).


Kiran Mazumdar-Shaw is Executive Chairperson of Biocon Limited, a biotechnology company based in Bangalore, India. Currently, Kiran serves as Lead independent director on the Board of Infosys Limited and independent director of United Breweries Limited. She is Non-Executive & Non independent director in Narayana Hrudayalaya Limited and is Non-executive Chairperson at Syngene International Limited. At Infosys, she serves as Chairperson of Nomination and remuneration Committee and Corporate Social Responsibility Committee and member of Risk and StrategyManagement Committee. Kiran is a pioneering biotech entrepreneur, a healthcare visionary, a global influencer, and a passionate philanthropist. Highly respected in the corporate world, she was named the EY Entrepreneur of the Year India 2019. Her pioneering efforts in biotechnology have drawn global recognition, including the Order of Australia, Australia’s highest civilian honour, as well as, the highest French distinction, Knight of the Legion of Honour. She has also been named among TIME magazine’s 100 most influential people in the world. She has received two of India's highest civilian honours, the Padma Shri and the Padma Bhushan. Kiran holds a bachelor’s degree in Zoology from Bangalore University, India, and is qualified as a Master Brewer from Ballarat University, Australia. She has also received many honorary doctorates in recognition of her pre-eminent contributions to the field of biotechnology.

Dr. Punita Kumar-Sinha has focused on investment management and financial markets during her more than 30-year career. She spearheaded some of the first foreign investments into the Indian equity markets in the early 1990s. She is the Founder and Managing Partner, Pacific Paradigm Advisors, an independent investment advisory and management firm focused on Asia. Dr. Kumar-Sinha is also a Senior Advisor and serves as an Independent Director for several companies. Prior to founding Pacific Paradigm Advisors, she was a Senior Managing Director of Blackstone and the Chief Investment Officer of Blackstone Asia Advisors. Dr. Kumar-Sinha was also the Senior Portfolio Manager and CIO for The India Fund (NYSE:IFN), the largest India Fund in the US, for almost 15 years, The Asia Tigers Fund (NYSE:GRR), and The Asia Opportunities Fund. Prior to joining Blackstone, Dr. Kumar-Sinha was a Managing Director and Senior Portfolio Manager at Oppenheimer Asset Management Inc., and CIBC World Markets, where she helped open one of the first India advisory offices for a foreign firm. She also worked at Batterymarch (a Legg Mason company), Standish Ayer & Wood (a BNY Mellon company), JP Morgan and IFC/World Bank. Dr. Kumar-Sinha has a Ph.D. and a Master’s in Finance from the Wharton School, University of Pennsylvania. She received her undergraduate degree in chemical engineering with distinction from the Indian Institute of Technology, New Delhi. She is an MBA and also a CFA Charter holder. Dr. Kumar-Sinha is a member of the CFA Institute, the Boston Security Analysts Society and the Council on Foreign Relations. She is a Charter Member and was a Board Member of TIE-Boston. Dr. Kumar-Sinha has been awarded the Distinguished Alumni Award from IIT Delhi. Currently Dr. Sinha serves as Independent director on the Boards of Infosys Limited, Rallis India Limited, JSW Steel Limited and SREI Infrastructure Finance Limited. At Infosys she also serves as Chairperson of Stakeholders relationship Committee and member of Audit Committee and Corporate Social Responsibility Committee. Dr. Kumar-Sinha was awarded the Best Woman Director 2016 by Asian Centre For Corporate Governance and Sustainability. Dr. Kumar-Sinha was featured as one of the top 2019 Directors to Watch: Racial and Ethnic Diversity by Directors and Boards publication.

D. N. Prahlad was an Independent Director of Infosys. He is the founder and CEO of Surya Software Systems Private Limited, Bangalore. Surya focusses on products for financial risk management of financial institutions in general and banks in particular. In addition, Prahlad is on the advisory board of Computer Science and Automation Department of Indian Institute of Science, Bangalore. He served as an adjunct faculty at Indian institute of Information Technology, Bangalore in its formative years. He serves as an advisory board member of PathShodh Healthcare, a company with leading edge nanotechnology in diagnostic measurements related to diabetes. Prahlad is a B.Sc. with honours in mathematics from Bangalore University and B.E. (Electrical technology and Electronics) from Indian Institute of Science, Bangalore. Prahlad resigned as member of the Board of Infosys effective April 20, 2020 to devote more time for his other business commitments.


D. Sundaram is an Independent Director of Infosys from July 2017. He is the Chairperson of the Audit Committee, Stakeholders Relationship Committee, and of Risk Management Committee, and member of the Nomination and Remuneration Committee and also of Stakeholders Relationship Committee of the Board.Committee. Mr. Sundaram's experience spans corporate finance, business performance, monitoring operations, governance, mergers & acquisitions, talent / people management and strategy. Mr. Sundaram joined Hindustan Unilever Limited (HUL), the Indian listed subsidiary of Unilever Plc, as a management trainee in June 1975 and served in various capacities including six years in Unilever, London as Commercial officer: Africa and Middle East (90-93) and as Sr. V.P for South Asia and Middle East (96-99). He was the Chief Finance Officer of HUL from April 99 to March 08 and as the Vice Chairman and CFO from April 08 to July 09. He is a two-time winner of the prestigious “CFO of the Year for FMCG Sector” award by CNBC TV18 (2006 and 2008). Mr. Sundaram was awarded as the “Best Independent Director Award” for the year 2019 by the Asian Center for Corporate Governance & Sustainability. Mr. Sundaram is currently the Vice Chairman and Managing Director of TVS Capital Funds in managing a growth capital Private Equity Fund (TVS Shriram Growth Fund.) Sundaram is a post-graduate in Management Studies (MMS), Fellow of the Institute of Cost Accountants, and has done Harvard Business School's Advanced Management Program (AMP). He currently serves as an independent director on the boards of SBI General Insurance Company Limited, GlaxoSmithKline Pharmaceuticals Limited, Crompton Greaves Consumer Electricals Limited and ACC Limited. He is also non-executive and non-independent director in TVS Electronics Limited.

Michael Gibbs is an Independent Director of Infosys. He is the former Group CIO for BP, PLC having responsibility for setting and implementing BP’s IT strategy and providing computing and telecommunications technology services worldwide. As CIO, Michael led a transformation of the IT function at BP, reorganizing the function and operating model. He led improvements in Cyber Security and the application of emerging digital technologies including plans for a migration of legacy data centres to the cloud. Michael served as CIO for various businesses including Conoco Refining & Marketing, Europe and Asia, based in London and ConocoPhillips Supply and Trading, Corporate Functions and Global Downstream, based in Houston. In 2008, Michael returned to London joining BP as VP/CIO, Refining & Marketing, before becoming Group CIO in 2013. Michael graduated summa cum laude from Oklahoma State University with a degree in Management Science. He completed the Executive Management Program at Penn State University in 1997 and the Concours/Cash CIO Leadership Program in 2004. In 2015 he was named to CIO magazine’s list of the most influential Global CIOs and ranked as I-CIO’s 2nd most powerful IT executive in Europe. At Infosys he serves as member of Audit Committee, Risk and StrategyManagement Committee and Nomination and remuneration Committee.

Uri Levine is an Independent Director of Infosys. He is a passionate serial entrepreneur and disruptor. He co-founded Waze, the world’s largest community-based driving traffic and navigation app, with more than 500 million drivers around the globe, which was acquired by Google in June 2013 for more than US$ 1.1 billion. Levine heads “The Founders Kitchen”, a company-builder fund, and serves as the co-founder and chairman of FeeX, FairFly, and Refundit. He also serves on the Board of Directors of Seetree, Kahun, GCNHub, Fibo, Zoomcar and Dynamo.

Levine’s vision in building startups is specifically intended to disrupt inefficient markets and improve under-functioning services with a focus on solving “BIG problems” and saving consumers time and money while empowering them and changing the world for the better. Levine has been in the high-tech business for the last 30 years, half of them in the startup scene, and has seen everything ranging from failure, middle success, and big


success. He is also a well-known speaker on entrepreneurship, disruption, evolution vs. revolutions of markets, mobility and startups. Motivated to encourage the next generation of thinkers and innovators, he also leads an academic workshop entitled “How to Build a Startup”, aimed at undergraduate and graduate-level business students. Levine is a BA graduate from Tel Aviv University. Before attending university, he served in the Israeli army in its special intelligence unit 8200. He is a trustee at the Tel Aviv University and also mentors young entrepreneurs at the Zell Entrepreneurship program at IDC Herzliya. At Infosys, he serves as member of, Risk Management Committee and Environment Social Governance Committee (ESG Committee).

Bobby Parikh is the Managing Partner of Bobby Parikh Associates, a boutique firm focused on providing strategic tax and regulatory advisory services. Over the years, Parikh has had extensive experience in advising clients across a range of industries. India has witnessed significant deregulation and a progressive transformation of its policy framework. An area of focus for Parikh has been to work with businesses, both Indian and multinational, in interpreting the implications of the deregulation as well as the changes to India’s policy framework, to help businesses better leverage opportunities that have become available and to address challenges that resulted from such changes. Parikh has led teams that have advised clients in the areas of entry strategy (MNCs into India and Indian companies into overseas markets), business model identification, structuring a business presence, mergers, acquisitions and other business reorganizations. Parikh’s particular area of focus is providing tax and regulatory advice in relation to transactions and other forms of business reorganizations, whether inbound, outbound or wholly domestic. In this regard, Parikh works extensively with private equity funds, other institutional investors and owners and managers of businesses to develop bespoke solutions that optimally address the commercial objectives underpinning a particular transaction or a business reorganization. Parikh also works closely with regulators and policy formulators in providing inputs to aid in the development of new regulations and policies, and in assessing the implications and efficacy of these and providing feedback for action. Parikh was most recently co-founder of BMR Advisors, a highly regarded tax and transactions firm which he helped establish and run for over 12 years. Prior to forming BMR Advisors, Parikh was the Chief Executive Officer of Ernst & Young in India and held that responsibility until December 2003. Parikh worked with Arthur Andersen for over 17 years and was its Country Managing Partner until the Andersen practice combined with that of Ernst & Young in June 2002. Parikh led the Financial Services industry practice at Arthur Andersen and then also at Ernst & Young. Parikh is a graduate in Commerce from the University of Mumbai and qualified as a Chartered Accountant from the Indian Institute of Chartered Accountants of India in 1987. At Infosys he serves as member of Audit Committee, Risk Management Committee and Stakeholder Relationship Committee.

Chitra Nayak has over 25 years of professional experience in go-to-market, general management, and operations leadership roles at various organizations. She currently serves as a Member of the Board at Invitae, a medical genetics company; at Morneau Shepell, a tech enabled HR services company; at Forward Air, a freight and logistics company; and at Intercom, a messaging platform company. She also advises startups on go-to market strategies. Most recently, she was the Chief Operating Officer (COO), overseeing the go-to-market strategy at Comfy, a real-estate tech startup, and prior to that, she was COO at Funding Circle, an online SMB lending marketplace. Chitra has been in leadership roles at Salesforce for eight years, as COO, Platform, and Senior VP, Global Sales Development. She was earlier part of AAA, Charles Schwab, and the Boston Consulting Group as well Chitra has a passion for empowering women in the workplace. She is the Co-Founder of Neythri.org, which supports South Asian professional women. She was also the Co-Founder of the Salesforce Women’s Network initiative. She has co-created and taught an MBA class on ‘Women in Leadership’ at California State University, East Bay. Chitra holds an MBA with Honors from Harvard Business School, an MS in Environmental Engineering from Cornell University, and a B.Tech. in Engineering from the Indian Institute of Technology. At Infosys She serves as member of Risk Management Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee.

Nilanjan Roy is the Chief Financial Officer of Infosys Limited.Limited effective March 1, 2019. Prior to this he served as the Global Chief Financial Officer of Bharti Airtel Ltd. and was responsible for the finance function across India and Africa. He has held various leadership positions for the last 13 years in Bharti Airtel, prior to which he worked with Unilever for 15 years in their global operations across India, Europe, and the US.United States. As an established finance leader, Nilanjan has extensive and rich global experience including shareholder value creation, corporate governance, business partnering, mergers and acquisitions, treasury and funding, investor relations, cost management, financial operations, taxation, financial accounting, and reporting. Nilanjan was recognized as the Best


CFO in IT large Cap, 2020 by Dalal Street Investment Journal. Nilanjan has a Bachelor of Commerce (Hons.) from Delhi University and is a Chartered Accountant.


Ravi Kumar S.S. is a President and the Deputy Chief Operating Officer at Infosys. In this role, he leads the Infosys global deliveryservices organization across all global industry segments, driving digital transformation services, application development and maintenance; independent validation services, engineering services, emerging technology solutions, business intelligence & analytics, cloud & infrastructure, and enterprise package applications service lines. In addition, Ravi is championing and leading the U.S & Europe talent model for Infosys to drive the creation of new Innovation and Technology Hubs by collaborating with clients, local state governments and academic ecosystems. Currently he serves as Chairman of Infosys BPM Limited, Simplus,Outbox Systems Inc, Fluido Oy, HIPUS Co., Ltd, and WongDoody Holding Company Inc. In addition, he is also director on the boards of Infosys Canada PubicPublic Service INC,Inc, Infosys Nova Holdings LLC, Infosys Public Services Inc, Brilliant Basics Limited, Brilliant Basics Holdings Limited, and Infosys Consulting Holding AG, Kaleidoscope Animations, Inc, Beringer Commerce Inc, Beringer Capital Digital Group Inc and Guide Vision S.r.o  – subsidiaries of Infosys Limited. Ravi's responsibilities include managing the alliances organization and the partner ecosystems at Infosys. He is chairperson of the Infosys Foundation, USA focused on K12 Schools in the US.United States. Ravi started his career as a nuclear scientist at the Bhabha Atomic Research Center. Ravi has over 1819 years of experience in the consulting space, incubating new practice lines, driving large transformational programs, and evangelizing new business models across industry segments. He has played diverse roles across organizations within the CRM space for Oracle Corporation, building a next-generation CRM practice at Cambridge Technology Partners. He has also worked on process and technology transformation for the unbundling of Indian State Electricity Boards at PricewaterhouseCoopers.

He is a parton the Board of Governors of the New York Academy of Sciences, Member of the Young Presidents Organization (YPO) Manhattan Chapter, Member of the International Advisory Board of Fudan University, Shanghai, Chairs the IT & Business Services Workforce Council for the Governor in the State of Connecticut, Member of Skills Consortium of the World Economic Forum (WEF), Chair of the IT & BPSFortune CEO Workforce Committee for the Connecticut State, Member of the Young Presidents Organization (YPO)-Manhattan Chapter,Redesign Group and many other industry forums.  He regularly attends the annual meeting of the World Economic Forum Davos, actively writes on Digital transformation, Future of Work, Reskilling, Talent transformation in the Harvard Business Review (HBR), Knowledge@Wharton, Forbes, and other top tier publications. Ravi has a master’s degree in business administration from Xavier Institute of Management, Bhubaneswar, India.

Mohit Joshi is a President of the Company. He is Head of Banking,responsible for the Financial Services & Insurance (BFSI), Healthcare and Healthcare/Life Sciences businesses at Infosys and is also responsible for firm-wide sales operations and reporting processes, including large deal pursuits and top account growth. Mohit also has responsibility forInfosys. In addition, as Chairman of Edgeverve Systems Ltd, he leads our software business in EdgeVerve. Mohitwhich includes Finacle, our Global banking platform. He leads Sales Operations and Effectiveness for Infosys and has over 24 years of professional experience workingexecutive responsibility for Large deals across the US, India, Mexico, and Europe.Company. Mohit was also selected as a Young Global Leader (YGL) by the World Economic Forum, Davos in 2014. He joined Infosys in 2000 and has since worked in different capacities.capacities for the Company. In his previous role, he was responsible for leading the Financial Services practicebusiness in Europe. In 2007, Mohit was appointed as CEO of Infosys Mexico and was instrumental in setting up the first subsidiary in Latin America. He is also a Non-Executive Director at Aviva Plc. He is a member of the Risk & Governance and Nomination committees at Aviva Plc. Mohit was also invited to join the Global Young Leader program at the World Economic Forum in 2014. He is the Vice Chair of the Economic Growth Board of the CBI (Confederation of British Industry) and is a member of YPO (Young Presidents Organization). Mohit has previously worked in India with ABN AMRO and ANZ Grindlays in their Corporate and Investment banks. Mohitbank. He holds a Master of Business AdministrationM.B.A from the Faculty of Management Studies, Delhi University and a bachelor’sBachelor’s degree in history from St. Stephen’s College, Delhi. Currently Mohit also serves as director and Chairman of EdgeVerve Systems Limited and director on the boards of Infosys Americas Inc., Infosys Technologies (Sweden) AB and Stater N.V - subsidiaries of Infosys Limited.

Krishnamurthy (Krish) Shankar is an Executive Vice President and the Group Head of Human Resource Development and Head of Infosys Leadership Institute (ILI), at Infosys. In this role, he is responsible for envisioning the roadmap for HR, driving strategy, and implementing operational priorities aligned with the overall organizational mandate. Krish has over 30 years of experience and has led several global HR functions in organizations like Bharti Airtel, Hindustan Unilever and Unilever. Prior to joining Infosys, Krish was the Head of HR for South Asia at Philips. Krish holds a postgraduate diploma in HR from XLRI, Jamshedpur, and has received an executive certificate in Strategy and Organization from the Stanford Graduate School of Business. He also has a Doctorate in Business Administration from Aston University.


Inderpreet Sawhneyis the Group General Counsel and the Chief Compliance Officer of Infosys. In this role she leads the legal and compliance function of the Company. She is a strategic business partner supporting the business in legal and regulatory matters and ensuring the implementation of the compliance and ethics program of the Company in line with Infosys’ core C-LIFE values. Inderpreet is a seasoned international professional with over 25 years of experience, including as a General Counsel of a large IT Service company, and as Managing Partner of a mid-sized law firm in Silicon Valley where her mandate included counsel on complex international transactions. She also serves on the National Advisory Council of SABANA (South Asian Bar Association of North America). Her past leadership positions include President SABANA, Board Member of Pratham Bay Area, Foundation for Excellence and Indus Women Leaders. In recognition for her work, Inderpreet has been 2010 Outstanding Mentorship Award - SABA Northern California, 2010 NASABA (North American South Asian Bar Association) Cornerstone Award, the 2013 NASABA Corporate Counsel Achievement Award and the 2018 the Global General Counsel Transformative Leadership Award by GLL. She is a frequent speaker at international conferences. Inderpreet has a BA (Hons.) and LL.B degree from Delhi University and an LL.M from Queen's University, Kingston, Canada. Inderpreet also serves as director on the Boards of EdgeVerve Systems Limited, Infosys BPM Limited, Infosys Americas Inc. and Infosys Nova Holdings LLC.

Compensation

Our Executive Compensation programs encourage reward for performance. SignificantA significant portion of the Executivesexecutives’ total rewards are tied to the delivery of long-term corporate performance goals, in order to align with the interest of the shareholders. The Overview of Executive Leadership Compensation is filed as an exhibit to this Annual Report on Form 20-F.

The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to the directors. All Board-level compensation is approved at the shareholders meeting or via postal ballot. Remuneration for the executive directors comprises a fixed component and a variable component, including stock incentives under the 2015 Stock Incentive Compensation Plan (the 2015 plan) and under the Infosys Expanded Stock Ownership Program – 2019 (the 2019 plan). The Committee makes a periodic appraisal of the performance of executive directors based on a detailed performance matrix.

The 2015 Plan and 2019 plan were previously filed as exhibits to the Annual Report on Form 20F.

As required under the Listing Regulations effective April 1, 2019, the Nomination and Remuneration Committee will recommend to the Board the payment of remuneration to senior management. The Nomination and Remuneration Policy of the Company is available on our website at https://www.infosys.com/investors/corporate-governance/documents/nomination-remuneration-policy.pdf

The details of the 2015 plan and 2019 plan are provided hereunder.

Independent directors’ compensation

The compensation payable to the independent directors is limited to a fixed amount per year as determined and approved by the Board, the sum of which does not exceed 1% of net profits for the year, calculated as per the provisions of the Companies Act, 2013. The Board reviews the performance of independent directors on an annual basis.

In accordance with the Listing Regulations, no employee, including key managerial personnel or director or promoter of a listed entity, shall enter into any agreement for himself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit-sharing in connection with dealings in the securities of the Company, unless prior approval for the same has been obtained from the Board of Directors as well as public shareholders by way of an ordinary resolution. During the year, there were no such instances.

Non-Executive and Non-Independent Chairman’s compensation

Nandan M. Nilekani, Chairman, voluntarily chose not to receive any remuneration for his services rendered to the Company.


Remuneration to directors in fiscal 20202021

(A)

The table below describes the compensation for our Non-Executive and Independent Directors, for fiscal 2020.2021:

Name

 

Commission ($)

 

Non-Executive, Non Independent Director:

 

 

 

 

Nandan M. Nilekani(1)

 

 

 

Non-Executive, Independent Directors:

 

 

 

 

Kiran Mazumdar-Shaw

 

 

150,000

 

Roopa Kudva(2)

130,533

Dr. Punita Kumar-Sinha

229,577

D. N. Prahlad(3)

141,907

D. Sundaram

 

 

150,000169,096

 

Michael Gibbs

 

 

198,761167,629

Uri Levine(2)

105,548

Bobby Parekh(3)

93,740

Chitra Nayak(4)

2,014

Dr. Punita Kumar-Sinha(5)

123,630

D. N. Prahlad(6)

11,301

 

(1)

Nandan M. Nilekani voluntarily chose not to receive any remuneration for his services rendered to the Company.Company

(2)

Retired as director on completion of her tenureAppointed effective February 3, 2020.April 20, 2020

(3)

Appointed effective July 15, 2020

(4)

Appointed effective March 25, 2021

(5)

Retired on completion of her tenure effective January 13, 2021

(6)

Resigned as director effective April 20, 2020.2020

(B)

The table below describes the compensation for our executive directors and other executive officers, for fiscal 2020.2021:

Name

 

Salary

($)

 

 

Bonus &

incentive

($)

 

 

Amount

accrued

for long

term

benefits ($)

 

 

Value of

RSUs

granted ($)

 

 

Number of

RSUs

granted

 

 

 

Salary

($)

 

 

Bonus &

incentive

($)

 

 

Amount

accrued

for long

term

benefits ($)

 

 

Value of

RSUs

granted ($)

 

 

Number of

RSUs

granted

 

 

Salil Parekh

 

 

801,264

 

 

 

1,540,305

 

 

 

53,425

 

 

 

3,758,675

 

(1)

 

353,807

 

(1)

 

 

768,536

 

 

 

1,710,006

 

 

 

49,711

 

 

 

3,489,303

 

(1)

 

367,173

 

(1)

U. B. Pravin Rao

 

 

594,976

 

 

 

539,340

 

 

 

26,999

 

 

 

1,134,273

 

(2)

 

112,305

 

(2)

 

 

570,304

 

 

 

681,928

 

 

 

25,151

 

 

 

529,451

 

(2)

 

59,374

 

(2)

Nilanjan Roy

 

 

333,570

 

 

 

396,288

 

 

 

25,744

 

 

 

797,354

 

(3)

 

76,707

 

(3)

 

 

320,009

 

 

 

295,011

 

 

 

23,984

 

 

 

554,867

 

(3)

 

37,012

 

(3)

Ravi Kumar S

 

 

692,789

 

 

 

515,625

 

 

 

25,274

 

 

 

1,776,000

 

(4)

 

185,200

 

(4)

 

 

690,144

 

 

 

666,875

 

 

 

26,872

 

 

 

1,933,125

 

(4)

 

113,050

 

(4)

Mohit Joshi

 

 

712,896

 

 

 

530,262

 

 

 

161,875

 

 

 

1,878,706

 

(4)

 

195,900

 

(4)

 

 

737,457

 

 

 

735,219

 

 

 

196,473

 

 

 

2,089,116

 

(4)

 

122,350

 

(4)

Krishnamurthy Shankar

 

 

295,328

 

 

 

244,507

 

 

 

23,053

 

 

 

437,861

 

(4)

 

45,600

 

(4)

 

 

283,322

 

 

 

308,676

 

 

 

21,484

 

 

 

431,513

 

(4)

 

24,900

 

(4)

Inderpreet Sawhney

 

 

598,569

 

 

 

354,375

 

 

 

23,411

 

 

 

673,750

 

(4)

 

70,200

 

(4)

 

 

596,285

 

 

 

458,325

 

 

 

21,376

 

 

 

777,600

 

(4)

 

45,100

 

(4)

 

The performance bonuses include accruals payable as per the terms of employment agreement. The actuals could differ based on the completion of performance evaluation and differences are adjusted at the time of payoutspayouts.

(1)

A)A) The Board, based on the recommendations of the Nomination and Remuneration Committee, under the 2015 plan, approved:

 

a)

On April 12, 2019, performance-based grant of RSUs for the financial year 2020. These RSUs will vest in line with the current employment agreement. Accordingly, 177,887 performance based RSUs were granted effective May 2, 2019.

b)

On April 20, 2020, performance-based grant of RSUs for the financial year 2021. These RSUs will vest in line with the current employment agreement. Accordingly, 192,964 performance based RSUs were granted effective May 2, 2020.

b)

The grant of annual time-based RSUs for fiscal 2021 of 25,775 RSUs. The grants were made effective February 1, 2021. These RSUs will vest in line with the current employment agreement.


c)

On April 14, 2021, performance-based grant of RSUs for the financial year 2022. These RSUs will vest in line with the current employment agreement. Accordingly, 96,150 performance based RSUs (not included in the table above) were granted effective May 2, 2020.2021.

In accordance with the shareholders’ approval in the Annual General Meeting held on June 22, 2019, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved to amend the vesting period of the annual performance equity grant from three years to one year.


B) On the recommendation of the Nomination and Remuneration Committee, in accordance with the terms of his employment agreement, under the 2015 plan, the Board approved the grant of annual time-based RSUs for fiscal 2020 of 41,782 RSUs. The grants were made effective February 27, 2020. The RSUs would vest overtime in three equal annual installments upon the completion of each year of service from the respective grant date.

 

C)B In accordance with the shareholders’ approval in the Annual General Meeting held on June 22, 2019, the)The Board, based on the recommendations of the Nomination and Remuneration Committee approved performance-based grant of RSUs for financial year 2020 under the 2019 plan. These RSUs will vest in line with the employment agreement subject to the Company’s achievement of certain performance criteria as laid out in the 2019 plan. Accordingly, 134,138 performance based RSUs were granted effective June 22, 2019.

D) The Board, on April 20, 2020, under the 2019 plan, based on the recommendations of the Nomination and Remuneration Committee, approved the grant of annual performance based RSUs for financial year 2021, in accordance with his employment agreement. These RSUs will vest in line with the employment agreement subject to the Company’s achievement of certain performance criteria as laid out in the 2019 plan. Accordingly, 148,434 performance based RSUs (not included in the table above) have been granted effective May 2, 2020.approved:

a)

On April 20, 2020, the grant of annual performance based RSUs for financial year 2021, in accordance with his employment agreement. These RSUs will vest in line with the employment agreement subject to the Company’s achievement of certain performance criteria as laid out in the 2019 plan. Accordingly, 148,434 performance based RSUs have been granted effective May 2, 2020.

b)

On April 14, 2021, the grant of annual performance based RSUs for financial year 2022, in accordance with his employment agreement. These RSUs will vest in line with the employment agreement subject to the Company’s achievement of certain performance criteria as laid out in the 2019 plan. Accordingly, 73,962 performance based RSUs (not included in the table above) have been granted effective May 2, 2021.

 

(2)

A) OnThe Board, on April 20, 2020, under the 2019 plan, based on the recommendations of the Nomination and Remuneration Committee, approved the grant of annual performance based RSUs for financial year 2021, in accordance with the terms of his employment agreement, under the 2015 plan, the Board approved grant of 58,650 RSUs. The grants were made effective February 27, 2020.agreement. These RSUs wouldwill vest over a period of four years andin line with the exercise price of RSUs will be equalemployment agreement subject to the par valueCompany’s achievement of certain performance criteria as laid out in the shares.2019 plan. Accordingly, 59,374 performance based RSUs have been granted effective May 2, 2020.

B) In accordance with the shareholders’ approval in the Annual General Meeting held on June 22, 2019, the Board, based on the recommendations of the Nomination and Remuneration Committee, approved performance-based grant of RSUs for financial year 2020 under the 2019 plan. These RSUs will vest in line with the employment agreement subject to the Company’s achievement of certain performance criteria as laid out in the 2019 plan. Accordingly, 53,655 performance based RSUs were granted effective June 22, 2019.

C) The Board, on April 20, 2020, under the 2019 plan, based on the recommendations of the Nomination and Remuneration Committee, approved the grant of annual performance based RSUs for financial year 2021, in accordance with his employment agreement. These RSUs will vest in line with the employment agreement subject to the Company’s achievement of certain performance criteria as laid out in the 2019 plan. Accordingly, 59,374 performance based RSUs (not included in the table above) have been granted effective May 2, 2020.

 

(3)

A)A) The Board, on April 12, 2019,20, 2020, under the 2015 plan, based on the recommendations of the Nomination and Remuneration Committee, approved the grant of annual timeperformance based RSUs, in accordance with his employment agreement. These RSUs will vest equally over a period of fourthree years from the date of grant. The Committee also approved an annual performance based RSUs which will vest equally over a period of three yearsgrant based on achievement of performance targets in accordance with his employment agreement. Accordingly, 23,946 time-based RSUs and 10,26311,133 performance based RSUs have been granted effective May 2, 2019.2020.

 

B)On February 20, 2020,January 13, 2021, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved annual time-based grant of 22,49813,879 RSUs under the 2015 planplan. The grants were made effective February 1, 2021. These RSUs will vest in line with the current employment agreement.

C) On March 30, 2021, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved performance-based grant of 20,00012,000 RSUs under the 2019 plan. The grants were made effective February 27, 2020.March 31, 2021. The RSUs granted under the 2015 plan will vest over four years and 2019 plan will vest over three years subject to the Company’s achievement of certain performance criteria as laid out in the 2019 plan.

 

C)D)The Board, on April 20, 2020, under the 2015 plan,14, 2021, based on the recommendations of the Nomination and Remuneration Committee, approved the grant of annual performance based RSUs, under the 2015 plan, in accordance with his employment agreement. These RSUs will vest equally over a period of three years from the date of grant based on achievement of performance targets in accordance with his employment agreement. Accordingly, 11,1335,547 performance based RSUs (not included in the above) have been granted effective May 2, 2020.2021.


(4)

On February 20, 2020,March 30, 2021, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved time based RSU grants under the 2015 plan and performance based RSU grants under the 2019 plan to its executive officers. The grants were made effective February 27, 2020.March 31, 2021. RSUs granted under the 2015 plan will vest over four years and RSUs granted under the 2019 plan will vest over three years based on achievement of certain performance targets.

 

All the above grants were made in accordance with the 2015 plan and 2019 plan. The exercise price for the RSUs will be equal to the par value of the shares. Refer to Note 2.17 of Item 18 of this Annual Report for further details.

All compensation to directors and officers disclosed in the table above that was paid in various currencies have been converted, for the purposes of the presentation in such table, at average exchange rates.


Equity Grants

The following is the summary of grants made to KMP during fiscal 2021, 2020 2019 and 20182019 under the 2015 plan and 2019 plan:

Particulars

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

2015 Plan: Equity settled RSU and ESOP

 

 

 

 

 

 

 

 

 

 

 

 

2015 Plan: Equity settled RSU

 

 

 

 

 

 

 

 

 

 

 

 

Salil Parekh, CEO and MD

 

 

219,669

 

 

 

260,130

 

 

 

226,048

 

 

 

218,739

 

 

 

219,669

 

 

 

260,130

 

U.B. Pravin Rao, COO and WTD

 

 

58,650

 

 

 

68,250

 

 

 

140,500

 

 

 

 

 

58,650

 

 

 

68,250

 

Dr.Vishal Sikka(1)

 

 

 

 

 

 

 

1,201,498

 

Ravikumar S.

 

 

 

 

141,500

 

 

 

133,700

 

 

 

81,050

 

 

 

 

 

141,500

 

Mohit Joshi

 

 

145,900

 

 

 

133,650

 

 

 

133,700

 

 

 

90,350

 

 

 

145,900

 

 

 

133,650

 

Nilanjan Roy(2)

 

 

56,707

 

 

 

 

 

 

 

Nilanjan Roy(1)

 

 

25,012

 

 

 

56,707

 

 

 

 

Krishnamurthy Shankar

 

 

25,600

 

 

 

24,400

 

 

 

24,800

 

 

 

14,900

 

 

 

25,600

 

 

 

24,400

 

Inderpreet Sawhney

 

 

 

 

43,600

 

 

 

205,200

 

 

 

27,100

 

 

 

 

 

43,600

 

M. D. Ranganath(3)

 

 

 

 

 

 

133,700

 

Jayesh Sanghrajka(4)

 

 

 

 

24,950

 

 

 

Jayesh Sanghrajka(2)

 

 

 

 

 

 

24,950

 

 

 

506,526

 

 

 

696,480

 

 

 

2,199,146

 

 

 

457,151

 

 

 

506,526

 

 

 

696,480

 

2015 Plan: Cash settled RSU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ravi Kumar S.

 

 

135,200

 

 

 

 

 

 

 

 

 

 

 

 

135,200

 

 

 

 

Inderpreet Sawhney

 

 

45,200

 

 

 

 

 

 

 

 

 

 

 

 

45,200

 

 

 

 

 

 

180,400

 

 

 

 

 

 

 

 

 

 

 

 

180,400

 

 

 

 

2019 Plan: Equity settled RSU

 

 

 

 

 

 

 

 

 

 

 

 

2019 Plan: Equity settled Performance based RSU

 

 

 

 

 

 

 

 

 

 

 

 

Salil Parekh, CEO and MD

 

 

134,138

 

 

 

 

 

 

 

 

 

148,434

 

 

 

134,138

 

 

 

 

U.B. Pravin Rao, COO and WTD

 

 

53,655

 

 

 

 

 

 

 

 

 

59,374

 

 

 

53,655

 

 

 

 

Ravikumar S.

 

 

50,000

 

 

 

 

 

 

 

 

 

32,000

 

 

 

50,000

 

 

 

 

Mohit Joshi

 

 

50,000

 

 

 

 

 

 

 

 

 

32,000

 

 

 

50,000

 

 

 

 

Nilanjan Roy

 

 

20,000

 

 

 

 

 

 

 

 

 

12,000

 

 

 

20,000

 

 

 

 

Krishnamurthy Shankar

 

 

20,000

 

 

 

 

 

 

 

 

 

10,000

 

 

 

20,000

 

 

 

 

Inderpreet Sawhney

 

 

25,000

 

 

 

 

 

 

 

 

 

18,000

 

 

 

25,000

 

 

 

 

 

 

352,793

 

 

 

 

 

 

 

 

 

311,808

 

 

 

352,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total grants to KMP

 

 

1,039,719

 

 

 

696,480

 

 

 

2,199,146

 

 

 

768,959

 

 

 

1,039,719

 

 

 

696,480

 

Note: Information in the above table is adjusted for September 2018 bonus issue wherever applicable.

(1)

Upon Dr. Vishal Sikka's (Ex-CEO) resignation from his roles in the Company, the unvested RSUs and ESOPs have been forfeited.

(2)

Appointed as Chief Financial Officer effective March 1, 2019

(3)(2)

Resigned as Chief Financial Officer effective November 16, 2018, the unvested RSUs and ESOPs have been forfeited.


(4)

Appointed as the Interim Chief Financial Officer effective November 17, 2018. He resumed his responsibilities as Deputy Chief Financial Officer effective March 1, 2019; hence grants made between November 17, 2018 to February 28, 2019 is given in the table above.above

 

The RSUs, ESOPs and incentive units granted under the 2015 plan shall generally vest within a period of four years and RSUs granted under the 2019 plan generally vest within a period of three years based on Company’s achievement of certain performance criteria as laid out in the 2019 plan and shall be exercisable within the period as approved by the Committee.


Option Exercises and holdings

The following table gives details of exercises of RSUs and ESOPs by KMP for fiscal 20202021 under the 2015 plan and 2019 plan:

Name of KMP

 

Number of

RSU

exercised

 

 

Number of

ESOP

exercised

 

Salil Parekh

 

 

231,510

 

 

 

 

U. B. Pravin Rao

 

 

30,688

 

 

 

 

Ravi Kumar S.(1)

 

 

94,975

 

 

 

56,374

 

Mohit Joshi

 

 

59,586

 

 

 

 

Inderpreet Sawhney (1)

 

 

51,586

 

 

 

 

Krishnamurthy Shankar

 

 

12,124

 

 

 

9,500

 

Nilanjan Roy

 

 

 

 

 

 

Name of KMP

Number of

RSU

exercised

Number of

ESOP

exercised

Salil Parekh

393,595

U. B. Pravin Rao

85,590

Ravi Kumar S.(1)

141,275

Mohit Joshi

175,414

Inderpreet Sawhney (1)

38,174

Krishnamurthy Shankar

30,926

Nilanjan Roy

14,347

(1)

Includes cash settled RSUs

The following table gives details of exercises of RSUs and ESOPs by KMP for fiscal 2020 under the 2015 plan:

Name of KMP

 

Number of

RSUs

exercised

 

 

Number of

ESOP

exercised

 

Salil Parekh

 

 

231,510

 

 

 

 

U. B. Pravin Rao

 

 

30,688

 

 

 

 

Ravi Kumar S.(1)

 

 

94,975

 

 

 

56,374

 

Mohit Joshi

 

 

59,586

 

 

 

 

Inderpreet Sawhney (1)

 

 

51,586

 

 

 

 

Krishnamurthy Shankar

 

 

12,124

 

 

 

9,500

 

Nilanjan Roy

 

 

 

 

 

 

(1)

Cash settled RSUs and ESOPs

The following table gives details of exercises of RSUs and ESOPs by KMP for fiscal 2019 under the 2015 plan:

Name of KMP

 

Number of

RSUs

exercised

 

 

Number of

ESOP

exercised

 

Salil Parekh

 

 

103,604

 

 

 

 

U. B. Pravin Rao*

 

 

6,812

 

 

 

 

Ravi Kumar S.

 

 

59,600

 

 

 

56,376

 

Mohit Joshi

 

 

59,600

 

 

 

 

Inderpreet Sawhney*

 

 

28,082

 

 

 

 

Krishnamurthy Shankar

 

 

12,226

 

 

 

 

Jayesh Sanghrajka (1)

 

 

4,376

 

 

 

 

M. D. Ranganath (2)

 

 

15,326

 

 

 

32,000

 

*

Not adjusted for September 2018 bonus issue.issue

(1)

Appointed as the Interim Chief Financial Officer effective November 17, 2018. He resumed his responsibilities as Deputy Chief Financial Officer effective March 1, 2019; hence exercises between November 17, 2018 to February 28, 2019 is given in the table above.above

(2)

Resigned as Chief Financial Officer effective November 16, 2018.


The following table gives details of exercises of RSUs and ESOPs by KMP for fiscal 2018

Name of KMP

 

Number of

RSUs

exercised*

 

 

Number of

ESOP

exercised*

 

Dr. Vishal Sikka(1)

 

 

70,772

 

 

 

 

Krishnamurthy Shankar

 

 

3,012

 

 

 

 

M. D. Ranganath

 

 

7,662

 

 

 

 

Ravikumar S.

 

 

13,087

 

 

 

28,187

 

Rajesh K Murthy(2)

 

 

11,250

 

 

 

24,225

 

Mohit Joshi

 

 

13,087

 

 

 

 

*

Not adjusted for September 2018 bonus issue

(1)

Resigned as member of the board and Executive vice chairman effective August 24, 2017

(2)

Resigned effective January 31, 2018

The following table gives details of outstanding RSUs and ESOPs held by KMPs as at March 31, 2020:2021:

 

As at March 31, 2020

 

 

As at March 31, 2021

 

Name of KMP

 

RSU

 

 

ESOP

 

 

RSU

 

 

ESOP

 

2015 Plan: Equity and cash settled

 

 

 

 

 

 

 

 

2015 Plan: Equity settled

 

 

 

 

 

 

 

 

Salil Parekh

 

 

370,733

 

 

 

 

 

 

260,904

 

 

 

 

U. B. Pravin Rao

 

 

137,088

 

 

 

86,000

 

 

 

91,739

 

 

 

86,000

 

Ravi Kumar S

 

 

334,351

 

 

 

56,376

 

 

 

286,626

 

 

 

56,376

 

Nilanjan Roy

 

 

56,707

 

 

 

 

 

 

67,372

 

 

 

 

Mohit Joshi

 

 

372,590

 

 

 

225,500

 

 

 

300,026

 

 

 

225,500

 

Inderpreet Sawhney

 

 

97,350

 

 

 

88,900

 

 

 

92,526

 

 

 

88,900

 

Krishnamurthy Shankar

 

 

68,526

 

 

 

28,500

 

 

 

52,500

 

 

 

28,500

 

 

 

1,437,345

 

 

 

485,276

 

 

 

1,151,693

 

 

 

485,276

 

2019 Plan: Equity settled

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salil Parekh

 

 

134,138

 

 

 

 

 

 

148,434

 

 

 

 

U. B. Pravin Rao

 

 

53,655

 

 

 

 

 

 

59,374

 

 

 

 

Ravi Kumar S

 

 

50,000

 

 

 

 

 

 

65,334

 

 

 

 

Mohit Joshi

 

 

50,000

 

 

 

 

 

 

65,334

 

 

 

 

Nilanjan Roy

 

 

20,000

 

 

 

 

 

 

30,334

 

 

 

 

Krishnamurthy Shankar

 

 

20,000

 

 

 

 

 

 

28,334

 

 

 

 

Inderpreet Sawhney

 

 

25,000

 

 

 

 

 

 

34,667

 

 

 

 

 

 

352,793

 

 

 

 

 

 

431,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

1,790,138

 

 

 

485,276

 

 

 

1,583,504

 

 

 

485,276

 

 


Term of Office

The Indian Companies Act, 2013 excludes independent directors from retiring by rotation. Independent Directors shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company. Accordingly, Salil Parekh,U.B. Pravin Rao, Executive director retires by rotation at the ensuing Annual General Meeting of the Company to be held on June 27, 202019, 2021 pursuant to applicable provisions on rotation of directors as per Indian Companies Act, 2013. Being eligible for re-appointment as director, SalilPravin has sought re-appointment and the Board has recommended the same for the approval of the shareholders. The term of office of each of the directors as on March 31, 20202021 is given below:

Name

 

Date when Current

Term of Office Began (1)

 

Expiration / Renewal Date of

Current Term of Office (2)

 

Whether Term of

Office is subject to

retirement by rotation

 

Nandan M. Nilekani

 

August 24, 2017

 

NA

 

Yes

 

Salil Parekh

 

January 2, 2018

 

January 1, 2023

 

Yes

 

U. B. Pravin Rao(3)

 

January 10, 2014

 

December 11,12, 2021

 

Yes

 

Kiran Mazumdar-Shaw(3)

 

April 1, 2019

 

March 22, 2023

Dr. Punita Kumar-Sinha

January 14, 2016

January 13, 2021

D.N. Prahlad(4)

October 14, 2016

NA

 

 

 

D. Sundaram

 

July 14, 2017

 

July 13, 2022

 

 

 

Michael Gibbs

 

July 13, 2018

 

July 12, 2021

 

 

 

Uri Levine

April 20, 2020

April 19, 2023

Bobby Parikh

July 15, 2020

July 14, 2023

Chitra Nayak

March 25, 2021

March 24, 2024

 

(1)

For executive directors, this date is the date such director was appointed as an executive director. For non-executive directors, this date is the date such director was appointed / re-appointed as a director not liable to retire by rotation.


(2)

For executive directors, this date is the date when such director’s current term of appointment as an executive director expires.

(3)(3)

Re-appointedU. B. Pravin Rao will be superannuating on December 12, 2021 as Independent Director for a second consecutive term effective April 1, 2019. It was approved by shareholders through Postal ballot concluded on March 12, 2019.

(4)

Resigned as director ofper the Company effective April 20, 2020.Company’s policy.

 

Note:

The Board inducted Uri LevineBobby Parikh and Chitra Nayak as an independent directordirectors of the Company effective April 20,July 15, 2020 and March 25, 2021 respectively for a term of three years. The proposal is being placed before the shareholders at the ensuing Annual General meeting scheduled to be held on June 19, 2021 for their approval.

 

Employment and Indemnification agreements

Under the Indian Companies Act, our shareholders must approve the salary, bonus and benefits including stock incentives of all our executive directors. We have entered into agreements with our executive directors, Salil Parekh, Chief Executive Officer and Managing Director and U.B. Pravin Rao, Chief Operating Officer and Whole-time Director. Refer to the section titled ‘Material Contracts’“Material Contracts” in Item 10 of this Annual Report for the details of their contracts.

We have also entered into agreements to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law. These agreements, among other things, indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Infosys Limited, arising out of such persons’ services as our director or officer, expenses in relation to public relation consultation if required.

Indemnification agreementsThe form of indemnification agreement for directors and officers were filed previously as an exhibit to the Annual Report on Form 20-F. Other than the appointment and indemnification agreements referred to in this paragraph, we have not entered into any agreements with non-executive directors.


Board Leadership Structure

The Board upon recommendation of the Nomination and Remuneration Committee unanimously appointed Nandan M. Nilekani asis the Non-Executive, Non-Independent Chairman of the Board (‘the Chairman’(“Chairman”) with effect fromeffective as of August 24, 2017, and Salil Parekh asis the Chief Executive Officer and Managing Director (CEO and MD) with effect fromeffective as of January 2, 2018. The Board also appointed Kiran Mazumdar-Shaw, Chairpersonas chairperson of the Nomination and Remuneration Committee and, as the Lead Independent Director of the Board with effect fromeffective as of April 13, 2018. Kiran Mazumdar-Shaw was re-appointed as Independent Director and member of Board for a second consecutive term effective April 1, 2019. The re-appointment was approved by shareholders through Postal Ballot concluded on March 12, 2019. 

The responsibilities and authority of these officials are as follows:

The Chairman leads the Board. As Chairman, he is responsible for fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. The Chairman is primarily responsible for ensuring that the Board provides effective governance to the Company. In doing so, the Chairman will preside over meetings of the Board and of the shareholders of the Company.

The Chairman will take a lead role in managing the Board and facilitate effective communication among directors. He is responsible for overseeing matters pertaining to governance, including the organization, composition and effectiveness of the Board and its Committees, and individual directors in fulfilling their responsibilities. The Chairman will provide independent leadership to the Board, identify guidelines for the conduct and performance of directors, and oversee the management of the Board’s administrative activities, such as meetings, schedules, agendas, communication and documentation. The Chairman is also responsible for the overall strategy of the Company.

The Chairman will actively work with the Nomination and Remuneration Committee to plan the composition of the Board and Board Committees, induct directors to the Board, plan for director succession, participate effectively in the Board evaluation process and meet with individual directors to provide constructive feedback and advice.

The CEO and MD is responsible for executing corporate strategy in consultation with the Board, brand equity, planning, external contacts, and all matters related to the management of the Company. He is also responsible for achieving annual and long-term business targets maintaining awareness of both the external and the internal


competitive landscape, opportunities for expansion, customers, markets, new industry developments and standards, and acquisitions for enhancing shareholder value and implementing the organization's vision, mission, and overall direction.

The CEO and MD acts as a link between the Board and the management and is also responsible for leading and evaluating the work of other executive leaders including the Chief Operating Officer (COO), Chief Financial Officer (CFO), Presidents and Executive Vice Presidents as per the organizational structure.

The Chief Operating Officer (COO) has overall strategic and operational responsibility including Business Continuity Planning (BCP) for the entire portfolio of the Company’s offerings. He oversees the key functions of global delivery and business enablement.

The role of the lead independent director is to provide leadership to the independent directors, liaise on behalf of the independent directors and ensure Board effectiveness to maintain high-quality governance of the organization and the effective functioning of the Board.

Board’s Role in Risk Oversight

Our Board is responsible for overall oversight of risk management. The Risk Management Committee, comprising of independent directors, assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. The Risk Management Committee has the overall responsibility of monitoring and approving the risk policies and associated practices of the Company. It is also responsible for reviewing and approving risk disclosure statements in public documents or disclosures.


As part of exercising its risk oversight, the Board receives periodic presentations from Company officials with respect to cybersecurity and other information security matters, and both the Audit and Risk Management Committees of the Board receive regular updates from Company’s management regarding cybersecurity matters. The Company’s cyber-security policy and risk management framework is presented annually to both the Audit and Risk Management Committees of the Board. The Company’s management meet on a periodic basis to discuss cybersecurity and other information security matters relevant to the Company and to oversee the Company’s adherence to its information security program.

Board and Management Changes

Kiran Mazumdar-Shaw was reappointed as an Independent Director for a second consecutive term effective April 1, 2019 to March 22, 2023 and the same was approved by shareholders through Postal Ballot on March 12, 2019.

Roopa KudvaDr. Punita Kumar-Sinha, on completion of her tenure retired as an independent director effective February 3, 2020.January 13, 2021.

D. N. Prahlad resigned as independent director effective April 20, 2020.

The Board inducted Uri Levine as an independent director of the Company effective April 20, 2020. Subsequently, the same has been approved by the shareholders at the Annual General Meeting held on June 27, 2020.

Bobby Parikh and Chitra Nayak has been appointed as an independent directordirectors effective April 20, 2020.July 15, 2020 and March 25, 2021 respectively. The Board has recommended histheir appointment for the approval of the shareholders at the ensuing Annual General Meeting, to be held on June 27, 2020.19, 2021.

Board Committee Information

Currently,As on March 31, 2021, the Board has five Committees: The Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility (CSR) Committee. The charters governing these Committeescommittees and corporate governance guidelines are posted on our website at https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx. All Committees except the Stakeholders Relationship Committee and CSR Committee consist entirely of independent directors.

In its meeting held on April 14, 2021, the Board instituted the following additional committees:


Buyback committee: The Board, in order to execute the buyback procedures hadof its buyback proposed on January 11, 2019April 14, 2021, formed the Buyback Committeebuyback committee comprising CEO,the COO, CFO, Deputy CFO, Group General Counsel and Company Secretary as members of the Committee. During the year, theits members. The Committee executedwill execute buyback procedures as required under the SEBI (Buy-Back of Securities) Regulations, 2018.

Environment, Social and Governance committee (ESG committee): The Buyback under open market offer through stock exchange route was completedBoard approved the constitution of an ESG Committee to discharge its oversight responsibility on August 26, 2019.matters related to organization wide ESG initiatives, priorities and leading ESG practices. The ESG Committee shall comprise Kiran Mazumdar Shaw as the chairperson, and Chitra Nayak and Uri Levine as members of the Committee.

The Board, in consultation with the Nomination and Remuneration Committee, is responsible for assigning and fixing terms of service for Committeecommittee members. It delegates these powers to the Nomination and Remuneration Committee.

The Non-Executive and Non-Independent Chairman of the Board, in consultation with the Company Secretary and the Committee Chairperson, determines the frequency and duration of the Committee meetings. Normally, all the Committees meet at least four times a year. Recommendations of the Committees are submitted to the Board for approval. During the year, all the recommendations of the Committees were approved by the Board. The quorum for meetings is the higher of two members or one-third of the members of the Committee.

Board member evaluation

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board committees, and executive / non-executive / independent directors through peer evaluation, excluding the director being evaluated.

To improve the effectiveness of the Board and its Committees, as well as that of each individual director, a formal and rigorous Board review is internally undertaken on an annual basis. The Board had engaged Egon Zehnder, a leadership advisory firm on board matters, to conduct the Board evaluation for fiscal 2020.2021. The evaluation process


focused on Board dynamics and softer aspects. The process involved independent discussions with all Board members. The Board evaluation process was completed during fiscal 2020.2021.

Further, the evaluation process was based on the affirmation received from the independent directors that they met the independence criteria as required under the Companies Act 2013, Listing Regulations and NYSE Listed Company Manual.

Succession Planning

The Nomination and Remuneration Committee works with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and in senior management. The Company strives to maintain an appropriate balance of skills and experience within the organization and the Board in an endeavourendeavor to introduce new perspectives while maintaining experience and continuity.

By integrating workforce planning with strategic business planning, the Company puts the necessary financial and human resources in place so that its objectives can be met.

Our Board includes eightnine directors with broad and diverse skills and viewpoints to aid the Company in advancing its strategy. In addition, promoting senior management within the organization fuels the ambitions of the talent force to earn future leadership roles.

Board Committees as

As on March 31, 2020

Currently,2021, the Board hashad five Committees: The Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility (CSR) Committee. The reports of these Committee are provided below;below:


Audit Committee

The Audit Committee is comprised of three independent directors, each of whom was determined by the Board to be an independent director under applicable NYSE rules and Rule 10A-3 under the Exchange Act as of March 31, 2020.2021. They were:

D. Sundaram, Chairperson and Financial Expert

D. Sundaram, Chairperson and Financial Expert

Michael Gibbs

Michael Gibbs

Bobby Parikh

Dr. Punita Kumar-Sinha

Roopa Kudva on completion of her tenure retired as independent director and ceased to be a member of the Committee effective February 3, 2020.January 13, 2021. On February 4,July 16, 2020 the Committee appointed Michael GibbsBobby Parikh was inducted as member of the Committee.

The Company Secretary acts as the secretary to the Audit Committee.

The primary objective of the Audit Committee is to assist the Board with oversight of the accuracy, integrity and transparency of the Company’s financial statements with adequate and timely disclosures; compliance with legal and regulatory requirements; the Company’s independent auditor’s qualifications and independence; the selection, evaluation and replacement of the Company’s independent auditors; the performance of the Company'sCompany’s independent auditors and internal auditors; and acquisitions and investments made by the Company.

The Audit Committee met sixnine times during fiscal 2020.2021.

The Committee approved and the Board adopted the revised Whistleblower Policy effective April 1, 2019,amended Code of Conduct for Prohibition of Insider Trading Policyand Code on Fair Disclosure and Investor Relations effective October 11, 2019, Corporate Policy on Investor Relations,January 13, 2021, Related Party Transaction Policy and Policy for determining materiality for Disclosures effective April 20, 202014, 2021 and adopted the revised Audit Committee charter effective April 20, 2020. The policies and the charter of the Committee are available on our website: https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx


In India, we are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). We are also listed on the NYSE in the US.United States. In India, Regulation 18 of the Listing Regulations and in the US,United States, the Blue-Ribbon Committee set up by the U.S. Securities and Exchange Commission (SEC)SEC mandate that listed companies adopt an appropriate Audit Committee charter.

See Item 18 for the report of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprisesis comprised of three independent directors, each of whom was determined by the Board to be an independent director under applicable NYSE rules as of March 31, 2020.2021. They were:

Kiran Mazumdar-Shaw, Chairperson

Kiran Mazumdar-Shaw, Chairperson

D. N. Prahlad

Michael Gibbs

D. Sundaram

D. Sundaram

D. N. Prahlad resigned as director effective April 20, 2020. The Board inducted Michael Gibbs as member of the Committee effective April 20, 2020.

The main objectives and responsibilities of the Nomination and Remuneration Committee of the Board of Directors are to i)(i) assist the Board in discharging its responsibilities relating to compensation of the Company’s Directors, Key Managerial Personnel (KMP) and Senior Management; ii)(ii) evaluate and approve the adequacy of the compensation plans, policies, programs and succession plans for Company’s Executive Directors, KMP and Senior Management (including identifying persons to be appointed to positions of KMP and Senior Management in


accordance with identified criteria and to recommend to the Board their appointment and removal); iii)(iii) formulate the criteria for determining qualifications, positive attributes and independence of a director and for performance evaluation of directors on the Board; iv)(iv) oversee the Company’s nomination process for the KMP and Senior Management and identify, screen and review individuals qualified to serve as Directors, KMP and Senior Management consistent with criteria approved by the Board; v)(v) recommend appointment and removal of Directors, for approval at the annual meeting of shareholders; vi)(vi) carry out an evaluation of the performance of the Board and review the evaluation’s implementation and compliance; vii)(vii) leadership development; viii)(viii) develop and maintain corporate governance policies applicable to the Company; and ix)(ix) devise a policy on Board diversity.

The Committee makes recommendations to the Board on candidates for (i) nomination for election or re-election by the shareholders; and (ii) any Board vacancies that are to be filled. It may act on its own in identifying potential candidates, inside or outside the Company, or may act upon proposals submitted by the Chairman of the Board. The Committee annually reviews and approves for the CEO & MD, the executive directors and executive officers : (a) the annual base salary; (b) the annual incentive bonus including the specific performance-based goals and amount; (c) equity compensation; (d) employment agreements, severance arrangements and change in control agreements / provisions; and (e) any other benefits, compensation or arrangements.

The Committee oversees key processes through which the Company recruits new members to its Board, and the processes through which the Company recruits, motivates and retains outstanding senior management as well as the Company’s overall approach to human resources management.

The Nomination and Remuneration Committee met five times during fiscal 2020.2021.

The Board adopted the amended Nomination and Renumeration Policy on April 20, 2020 and amended the charter of the Nomination and Remuneration Committee on April 1, 2019 and adopted the amended Policy effective April 20, 2020.14, 2021. The Committee charter and policy are available on our website, at: https://www.infosys.com/investors/corporate-governance/policies.html

Risk Management Committee

The Risk Management Committee is comprised fourof six independent directors each of whom was determined by the Board to be an independent director under applicable NYSE rules, as of March 31, 2020.2021. They were:


 

D. N. PrahladSundaram, Chairperson

D. Sundaram

Kiran Mazumdar-Shaw

Kiran Mazumdar-Shaw

Michael Gibbs  

Uri Levine

Michael Gibbs

Bobby Parikh

Chitra Nayak

 

D. N. Prahlad resigned as director effective April 20, 2020. The Board appointed D. Sundaram as Chairperson and Uri Levine as member of the Committee effective April 20,21, 2020. Further, on July 16, 2020,  Bobby Parikh was inducted as  member of the Committee. Effective March 25, 2021,  Chitra Nayak was inducted as member of the Committee.

 

The primary objectives of the Risk Management Committee of the Board are to assist the Board i) in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks; and ii) to monitor and approve the enterprise risk management framework and associated practices of the Company.

 

In addition to the above, in April 2019, the Committee in April 2019 created a cyber-security sub-committee. As of March 31, 2021, the cybersecurity sub-committee withcomprised of three members, - D. N. Prahlad andSundaram, Michael Gibbs as members.and Uri Levine. The main objective of the sub-committee is to assess the cyber riskcybersecurity risks at Infosys and improve theits security systems. The sub-committee meets periodically and recommends itsany findings if any to the Risk Management Committee.


The Risk Management Committee met four times during fiscal 2020.2021.

The amended charter of the Committee was adopted effectiveamended on April 1, 2019, to include cyber security analysis as a function of the Committee and monitoring of enterprise risk management framework by the Committee. The Committee charter is available on our website at: https://www.infosys.com/investors/corporate-governance/Documents/risk-management-committee-charter.pdf

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is comprised twoof three independent directors and an executive director as of March 31, 2020.2021. They were:

 

D. Sundaram, Chairperson

Bobby Parikh

U. B. Pravin Rao

Chitra Nayak

On April 21, 2020, D. Sundaram was inducted as member of the Committee. Dr. Punita Kumar-Sinha, Chairperson

D. N. Prahlad

U. B. Pravin Rao

On completionon expiry of tenureher term, retired as independent director Roopa Kudvaand ceased to be a chairperson and member of the Committeecommittee effective February 3, 2020. Dr. Punita Kumar-SinhaJanuary 13, 2021 and on January 14, 2021, Bobby Parikh was appointed as Chairperson of the Committee. Effective March 25, 2021, D. Sundaram was appointed as Chairperson of the Committee and U.B. Pravin RaoBobby Parikh ceased to be the Chairperson of the Committee. Further, Chitra Nayak was inducted as athe member of the Committee effective February 4, 2020. Upon resignation of D. N. Prahlad as director, the Board inducted D. Sundaram as member of the Committee effective April 20, 2020.March 25, 2021.

 

The Board has appointed A.G.S. Manikantha, Company Secretary, as the Compliance Officer, as required under the Listing Regulations, effective December 1, 2015. The Board has also appointed A.G.S Manikantha, Company Secretary, as the Nodal Officer effective October 14, 2016 to ensure compliance with the Investor Education Protection Fund (IEPF) Rules.

 

The purpose of the Stakeholders Relationship Committee of the Board of Directors of Infosys Limited shall be to assist the Board and the Company to oversee the various aspects of interests of Stakeholders of the Company. The term “Stakeholder” includes shareholders, debenture holders and other security holders.

 

The Stakeholders Relationship Committee met four times during fiscal 2020.2021.

The Board amended the charter of the Stakeholders Relationship Committee on April 1, 2019 which is available on our website at: https://www.infosys.com/investors/corporate-governance/Documents/stakeholders-relationship-committee.pdf


Corporate Social Responsibility Committee (“CSR Committee”)

The CSR Committee was comprised of two independent directors and an executive director as members as onof March 31, 2020:2021:

Kiran Mazumdar-Shaw, Chairperson

Kiran Mazumdar-Shaw, Chairperson

Chitra Nayak

U. B. Pravin Rao

Dr. Punita Kumar-Sinha

U. B. Pravin Rao

Roopa Kudva on completionexpiry of her tenureterm retired as independent director and ceased to be a chairperson and member of the CSR Committee effective January 13, 2021. On January 14, 2021, Salil Parekh was inducted as member of the Committee. Effective March 25, 2021, Chitra Nayak was inducted as the member of the Committee effective February 3, 2020.and Salil Parekh ceased to be the member of the Committee.

The primary objective of the CSR Committee of the Board is to assist the Board and the Company in fulfilling its corporate social responsibility. The CSRCompany’s corporate social responsibility activities are carried out through Infosys Foundation in India and Infosys Foundation USA in USA.United States.


The CSR Committee met four times during fiscal 2020.2021.

The CSR Committee has adopted a charter. The charter, has been filed previously as an exhibit to the Annual Report on Form 20-F, which is also available on our website under the following link: at:

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

EMPLOYEES

As of March 31, 2021, we had 259,619 employees, of which 245,037 were professionals, involved in service delivery to clients. As of March 31, 2020, we had 242,371 employees, of which 2,28,449228,449 were professionals involved in service delivery to clients. As of March 31, 2019, we hadthese numbers stood at 228,123 employees, of whichand 214,727 were software professionals. As of March 31, 2018, we had 204,107 employees, of which 192,179 were software professionals.respectively.

As of March 31, 2020,2021, we had 182,889200,147 employees in India, 28,16230,938 employees in the Americas, 17,67116,412 employees in Europe and 13,64912,122 employees in the Restrest of the World.

Some of our employees in jurisdictions like Europe are covered by collective bargaining agreements that have been adopted at a government level, across the information technology sector or otherwise. We believe that our management maintains good relations with our employees, including those employees covered under collective bargaining agreements.world.

At Infosys, we focus on the workplace of tomorrow that promotes innovation and a collaborative, transparent, and participative organization culture, innovation and rewards individual contribution.merit and sustained high performance. The focus of human resources management at Infosys is to ensure that we enable each and every employee to navigate the next, not just for clients, but also for themselves.

The three key strategic pillars of our Employee Value Proposition are:

InspiringDriving Purposeful impact – ‘Inspiring them to build what’s nextnext’

MakingEnsuring continuous learning and career growth – ‘Making sure their career never stands stillstill’

NavigatingCreating world-class culture and employee experience – ‘Navigating further, togethertogether’

Human Resources at Infosys was an integral part of

In fiscal 2020, when the COVID-19 Business Continuity Planning taskforce thatpandemic first broke, Infosys swiftly reacted by providing the required support to the workforce, clients and the community. From setting up a core team to monitor the situation closely and staying in constant touch with the local authorities, sharing timely updates with the global employee base, to enabling the near-seamless transition to the remote mode of work – the Company scaled up its efforts quickly and restored normalcy of operations. Central to these efforts was put into placethe need to ensure the physical safety and mental wellbeing of our global workforce. In the early months of the pandemic, through its employee repatriation effort, Infosys managed the evacuation of 1,865 employees globally and 1,165 members of their families, from 35 countries – a one-of-its-kind operation by a company.

Fiscal 2021 has seen the health crisis deepen, and the world’s attention is focused on India’s response to make sure ourit. With so many global businesses relying on India’s technology services sector to run their core operations, the industry’s resilience has wide-ranging global impact. Corporations, along with delivering business commitments stayed on track. Our teams reactedcontinuity for clients, must, with speedrenewed vigor, ensure the wellbeing of their employees and efficiency,the communities in which they operate.

Today, 96.5% of Infosys employees continue to work from home. With a more virulent surge of the pandemic in India, Infosys has ramped up its efforts significantly to mitigate the impact of the virus. We have set up exclusive COVID-19 care centers across seven Development Center (DC) locations, including Bengaluru, Pune, NCR, Chennai, and quickly leveraged technology to shift the workforce to an entirely new ‘work-from-home’ model. Proactive preparations were done in our work locations during this transition to ensure our officesHyderabad, and trainingsimilar centers were safe. Our online learning platform Lex and virtual classes were used effectively to allow our training programs to continue unaffected. Travel, immigration and insurance related challenges faced by our employees were swiftly handled, in line with the guidelines issued by the local authorities. Policy changes related to ‘working-from-home’ and IT infrastructure support were rolled out overnight to help our employees shift to this new work paradigm. Continuous communicationare on the latest updates played a key roleanvil in enabling ourthe coming weeks across all other Infosys locations. We plan to, subject to approvals, set up similar centers in other Indian cities where we have campuses. We tied up with COVID-19 testing laboratories across India, collaborated with emergency ambulance providers in major cities, and partnered with 1,500+ hospitals, in 240 cities in India, to enable treatment for employees and their families. All medical treatments for COVID-19 are covered under employee insurance, and employees who have contracted it are allowed 21 days of additional paid leave to stay on toprecuperate. Employee wellbeing checks are conducted frequently. In the event of the evolving situation. Various initiatives were rolled out to make teams


and managers effective while working from different locations. Our Health Assessment & Lifestyle Enrichment program (HALE) has also launched a series of initiatives related to COVID-19 awareness and the new remote way of working, with a focus on the health and wellness of employees. We have extendedan unfortunate turn, Infosys offers support to the grieving family, including financial support through insurance.

Comprehending the importance of the role played by vaccines in our fight against the virus, we have been working very closely with government authorities and medical experts to put together various frameworks for the


immunization drive to encourage employees and their family members to get vaccinated. We have created COVID-19 vaccination centers across Infosys campuses. Operations have commenced across seven DCs already and work is in progress in other DCs. We have also collaborated with 130+ hospitals in India where employees and their families can be vaccinated. Committed as always to holistic employee wellbeing, we have rolled out over 900+ employee initiatives across locations, centered on mental health, self-care, and prioritizing work-life balance.

Infosys’ helping hand extends beyond business. We have honored the commitment of ` 100 crore for COVID-19 relief in India that we made in March 2020, through the Infosys Foundation. This will help expand the capacity of COVID-care hospital beds, increase the supply of oxygen concentrators and ventilators, as well as provide food and funds to migrant laborers impacted by this pandemic including those who tested positive for COVID-19. A contribution fund wasthe lockdowns. We also established for employeesleveraged our technological expertise, creating mobile applications like ‘Crush Covid RI’ and ‘Apthamitra’ to extendhelp local governments in their supportfight against COVID-19.

During May 2021, Infosys has doubled its commitment towards COVID-19COVID relief efforts. Contributionsefforts to ` 200 crore from the initial commitment of ` 100 crore made herein March 2020. Some of this will be channelized through suitable Government agencies/ Non-Government Organizations (NGOs).directed to help set up and expand the capacity of COVID care hospital beds, augment the supply of oxygen concentrators and ventilators, as well as provide ration and support funds to migrant labourers and families impacted by the lockdowns.

Here are some of the otherkey initiatives of this year:

Be the NavigatorTalent Anywhere Model: An empowerment programAs we prepare to encourage purposeful innovation for clients. Impetus is giventhrive in the formfuture, it is clear that the new workplace will be hybrid remote with distributed teams becoming more prominent. We expect that the change in workplace will encourage different workforce models. In order to be ready and lead the paradigm change in the workplace, we rolled out the Talent Anywhere model in India that provides flexibility of hackathons, makeathons, ideathonswork location for our employees. We have ensured that we abide by the relevant statutory requirements at all times.

Digital transformation: The digital transformation journey that we had embarked on a few years back ensured employees could perform all their transactions online through our various mobile-first apps and knowledge-sharing sessions.could connect and collaborate in the remote-working “new normal”.

 

Awards for ExcellenceLaunchpad: The AwardsWe expanded the coverage of Launchpad, our mobile app that provides a guided flow for Excellence remains our largest rewardsnew hires throughout the onboarding process, making the entire process paperless and recognition platformfaster. It helped us onboard our new hires remotely and make them ready for employees. This yearproduction. We have seen improvement in employee satisfaction levels with the awards for excellence celebrated 25 years and, we receivedonboarding process during the highest number of nominations across geographies, covering over 20 categories.pandemic.

Petit Infoscion DayInfyMe: An eagerly awaited family-day event for employees. Children are engaged through funWe continued to enrich the InfyMe app with more services that enabled teams during the pandemic and educational activitieshelped them to operate, connect and their academic and co-curricular achievements rewarded.collaborate more easily.

HALEiEngage: Our Health Assessment & Lifestyle Enrichment program helps buildWe expanded the reach of iEngage across the geos and sustain a healthyhelped managers schedule connect sessions with their teams, track attendance, actionize items and productive workforce by promoting health and well-being, ensuring safety, and encouraging work-life balance.provide updates.

BuildingInfosys Meridian: With its event management platform and ability to allow breakout sessions, Infosys Meridian is fast becoming the Talent of Tomorrowgo-to platform for all employee engagement events.

Compass: This is not only a one-stop digital platform for all career-related needs of our employees, but also a key lever for reskilling. The platform empowers our workforce to keep pace with the latest digital skills, build their expertise, and explore relevant career opportunities through an internal marketplace. Compass is now available on InfyMe and hence easily accessible to our entire workforce.

People analytics: Keeping a strong focus on Talent Development, we have embarked on a ‘Reskilling’ journey with the objective of enabling a powerful talent ecosystem that helps build and scale capabilities of the future. We are building a new construct of ‘hybrid jobs’ that combine technology, domain and industry experience. We are also retraining our workforce through structured learning pathsinvesting heavily in people analytics to transform employee experience. In order to create a data-driven culture, we have come up with two projects: People Dashboard and offering themData Village, which democratize data and make employee data easily available to managers and HR, to support better decision-making and problem-solving. While we create a new-age skill identity through ‘Skill Tags’ aligned to our digital and niche service offerings. Talent redeployment has been encouraged by providing avenues for internal mobility through talent rotation and structured bridge programs.


data-driven organization and solve business problems using data, we strictly ensure that individual employee data is always protected, guided by our corporate Data Privacy Office and data governance guidelines.

Robotic process automation (RPA) in HR: We have started leveraging the power of RPAs in HR to enhance productivity of the operations team and usher in intelligent automation in HR.

Revamped Manager Code: This guides managers in keeping teams motivated through constant communication and a patient hearing to the challenges and pain points of the team members.

Employee Engagement: Our renewed Employee Engagement Framework is based on the 5C’s – Connect, Collaborate, Celebrate, Care and Culture. Its main objective is to ensure effective engagement, wellbeing and sustained motivation levels among employees in the new hybrid model of work. Virtual events like Unmute 2021 (concert for employees), Petit Infoscion Day (with 16,000+ children in attendance), Infy Incredibles (internal talent showcase) and Awards for Excellence (our global awards ceremony) were some of the highlights of the year.

Awards for Excellence (AFE): The AFE remains our largest rewards and recognition platform for employees. This year marked its 26th anniversary, and we received the highest number of nominations across geographies, covering over 20 categories. Social Impact Awards were added this year to recognize the contribution of employees during the pandemic.

Rewards Philosophyphilosophy: At Infosys, we look at rewards are consideredin a holistic manner- what we call as total experience – the organization, its people, its workplaces, practices,rewards, a mixture of both monetary and values all come together to give its employeesnon-monetary rewards. It includes an element of fixed pay, supplemented with ‘pay at risk’ which is based on performance, and could be paid in cash as well as through stock grants. For a rewarding experienceglobal and diverse workforce it also ensures inclusion of working and contributing here.localized benefits plans. In addition to the standard compensation and benefits, we have made rewards available through learning, through diverse career experiences and through platforms for creative contributions as well. Skill bonuses, for people with niche skills is a new concept we have introduced. Our key objectives are enabling financial stability and ensuring that our pay is competitive in order to drive high performance and right behaviors.

Culture and Values: The organization culture, driven by our core values, is one of the main levers that drive our business. Employees are regularly reminded about acceptable standards of conduct through various forums like onboarding, mail communications, town halls, and team meetings.

Be the Navigator (BTN): An empowerment program to encourage purposeful innovation for clients, BTN has also been repurposed to build the momentum of our business focus on cloud and digital.

Facilitating a positive work environment: Infosys is committed to providing a positive work environment free of discrimination and harassment. Equal opportunity and fair treatment are part of our Code of Conduct to which all employees subscribe. The Resolution Hubs at Infosys provide fair, neutral, and independent forums for employees to voice their concerns. The Company has also instituted multiple channels – represented by the Anti-Sexual Harassment Initiative, HEAR platform (Hearing Employees and Resolving their concerns), Grievance Redressal Body, Whistleblower Policy, and ICARE – to address employee grievances. In the post-pandemic scenario, there is greater focus on providing psychological safety to employees.

Employee well-being: This is a crucial tenet of the culture at Infosys, where employees receive a holistic wellness experience under HALE (Health Assessment & Lifestyle Enrichment), our flagship wellness program for employees. Wellbeing at Infosys revolves around the cornerstones of physical wellbeing, emotional wellbeing, social wellbeing and safety. Some of the initiatives under the HALE banner include:


Self-help model: Increasing the awareness quotient of employees through enablement, education, continuous communication and self-help tools such as a wellbeing chatbot.

Total Rewards CenterInfy Ikigai: A dynamic technology platform was created where managers can get a comprehensive viewnew program emphasizing the importance of their Total Rewards. Employees can view their Total Reward Statementstepping away from the physical and all the information about Infosys’ investment in them including compensation, benefitsmental demands of everyday life and other tangible/intangible reward elements as well.focusing on self-care.

Stock Incentive Rewards ProgramWomen Samaritans Network: Infosys launched the Expanded Stock Ownership Program 2019 that links long term employee incentives with shareholder value creation. Under this program grants will vest based on Company’s performance and it aims to align employee interest with shareholder value creation, incentivize, attract and retain key talent, and reward employee performance with ownership.This is a peer-to-peer counseling network exclusively for women employees.

Infosys launchedDigital wellness: This has been a key differentiator, making multiple services available at the InStep program in Romania, providing opportunitiesclick of a button – from nudges, to interns from major technical universities.counseling on our in-house app and self-help tools. Wellbeing support was rated at an all-time high of 91% by employees across locations, and 4.2 out of 5 on individual offerings. The sense of connectedness stands at 88% – a testament to the culture of collaborate and support across the organization.

Infosys inaugurated its new state-of-the-art Digital Innovation CentreWorkforce Transformation: in Dusseldorf, Germany with the first batch of graduate hires strengthening As we navigate our localization commitment in Europe. Infosys also inaugurated its new strategic Center of Excellence in Baden, Switzerland, serving its Turbomachinery and Propulsion practice. In the US, the Arizonaclients on their Technology and Innovation Center was launched with a special focus on autonomous technologies, Internet of Things (IOT), full-stack engineering, data scienceDigital Transformation journey, we at Infosys, are also continuously transforming our workforce for digital. The below talent management levers help us maintain the right digital talent mix, meet self-sufficiency in digital areas and cybersecurity.better engage and retain our talent:

Our customers and the market in general are moving at an incredible speed; they are leveraging technology to dismantle existing business models and create entirely new industries. Within Infosys we are striving to foster a similar environment of innovation and digitalization for

Scaling our employees. The internal digitalization journey has been designed along the key moments of the employee’s life cycle. Some of the key initiative here are:digital talent base


 

Launchpad AppThrough structured learning paths and focused entry-level strategies, we are continuously growing our digital talent base

: This platform has been designed to cater to new joiners across the globe. It helps engage with employees even before they join the Company. Being mobile based, it provides

Digital Quotient, a guided flow that helps employees throughout the onboarding process, making the entire process paperless and faster which has resulted in employees joining projects earlier.recently launched digital readiness index

InfyMe AppCreating levers to pivot towards a skill-led organization construct: A self-service platform for

Skill Tags are helping prepare a digitally ready talent pipeline

Skill-based identities to recognize expertise in new-age / niche technology spaces

Nurturing talent to build specialized digital transformation skills

New breed of digital specialists to advance our transformation journey, enabling self-directed growth and rewards

Opportunities through open internal market and career choice programs

Building next-gen managers to lead resilient hybrid teams

Helping managers deliver superior outcomes on learning, creating client value and helping build resilient teams

Recruiting

As at March 31, 2021, the Group employed 259,619 employees, to conduct all transactions and obtain all company information on the go, anywhere, anytime. It has brought the world of Infosyswhich 245,037 were professionals involved in service delivery to the fingertipsclients, including trainees. We have built our global talent pool by recruiting new students from premier universities, colleges and institutes globally. We constantly attract and hire developers, architects, project leaders and middle management across the globe across various new age and modern technologies. We recruit students who have consistently shown high levels of the employees. All the isolated applications and automations that were built over the years have been enabled as services on this App.

Compass is our internal job marketplace. Compass has been a trendsetter, first put into placeachievement from campuses in 2016 and has now become a platform through which job creators make opportunities available to employees and employees can express interest in these opportunities. It helps drive all internal career movements within Infosys, instances of which have increased manifold in last year.

MAQ (Manager Quotient) supports managers with insights that are curated from information and transactions/behavior demonstrated by managers – performance evaluation closures, goal setting, employee satisfaction score, exit interviews and so on. MAQ drives the right behavior by evaluating managers on an ongoing basis on various managerial competencies and provides developmental suggestions to managers to improve.

iEngage is the latest addition to the arsenal of our platform journey. iEngage is created to drive vertical engagement between employee and unit leadership. A manager or leader can use this app to schedule events, invite employees and track actions identified during such events. The data generated from these events will be used to measure employee sentiment, identify key concern areas that can ultimately drive policy and process changes.

Recruiting

We focus our recruitment on the top talent from engineering departments of Indian schools and rely on a rigorous selection process involving a series of written tests and interviews to identify the best applicants.India. We also recruit students from campuses in the United States, the United Kingdom,UK, Australia, Singapore, Japan, Germany, Canada, Mexico and China. Our reputation asWe rely on a premier employer enables usrigorous selection process involving aptitude test, coding test and interviews to select fromidentify the best applicants. This selection process is continually assessed and refined based on the performance tracking of past recruits. All interviews across the Globe in fiscal 2021 were conducted virtually using video conferencing platforms, and the end-to-end process was digitalized. The team also implemented an in-house applicant tracking System for India hiring, in place of a large pool of qualified applicants.third-party software that was used traditionally.

For example, during

During fiscal 2020,2021, we received 2,141,3731,427,618 employment applications, interviewed 150,130135,216 applicants and extended offers of employment to 83,31948,029 applicants. These statistics do not include our subsidiaries. We added 14,24817,248 new employees, net of attrition, during fiscal 2020.2021.


Education, Training and Assessment 

Infosys believes in lifelongContinuous learning for its employees, and competency development for its employees. Ourreskilling have always been central to our culture. The Foundation Program offered by our Global Education TrainingCenter enables fresh graduates to become corporate professionals. Its curriculum, comprising over 46 variants of new technology streams, behavioral competencies, and Assessment (ETA) teamniche skills, has been instrumentaldesigned to prepare our talent for dynamic business requirements. A similar training center has been set up in creatingIndianapolis, United States to reskill local talent. The Foundation Program is also rolled out in Mexico, UK, Germany, Australia, Singapore, and Japan. The early days of the COVID-19 pandemic saw us relocate trainees from Mysuru and continue their training without missing a beat courtesy this deep-rooted learning culture of learning in the organization. Lex,and our highly scalable, mobile-first, modulardigital learning platform, is now being offered to someLex.

Our reskilling program has twin objectives – increasing fulfillment of immediate digital skill requirements for client projects and enriching the expertise of our global workforce in next-generation technologies and methodologies. We have invested in and scaled our digital reskilling program globally. Lex, the in-house learning platform, offers over 1,800 curated courses. Over 240,000 employees use Lex and are spending approximately 45 minutes per day on average for learning. We have also repurposed Lex for over a million college students in India via our InfyTQ app. Wingspan®, our configurable talent transformation platform for clients, as Wingspan. This year, we enhanced Lex by introducing new gamification features, online hands-on lab facilities, video proctored assessments, and a host of other features. Being a mobile first platform, Lex is helping our employees to continue their learning journey, and to get certified even during the COVID-19 lock-down period. We introduced 36 digital learning kits to help our employees to get reskilled into digital services. We now have about 900 self-learning courses apart from 1,400 coursesalready live in instructor-led training mode.several global client organizations.

We are continuingcontinue to workengage with various academic institutions to reskill our employees. We have collaborationstalent and create new learning courses to meet the demands of this accelerated digital adoption. The adoption of simulated learning continues to gain ground and pilots are being planned with Augmented Reality (AR) / Virtual Reality (VR) content too.

In alignment with the Rhode Island School of DesignCompany’s ESG Vision 2030, our initiative for enabling digital skills at scale, Infosys Headstart, has been identified as a flagship intervention to train employees on designempower people, communities, and society. Through this initiative, Infosys plans to empower over 10 million people with digital and life skills with Purdue University on cybersecurity, with Trinity College, Hartford on business analysis skills, with Cornell University on program management, and with the University of North Carolina for data analytics.

We launched a platform called InfyTV, with several courses on technical and professional skills, aimed at improving the understanding of the fundamental building blocks of technology among engineeringby 2025. The reach will include students across India to help them become industry-ready. We have more than 600,000 learners registered on this platform. The same


platform is also being used for fresh hires recruitmentin the age group of 10 - 22 years as well. Campus Connect, our industry-academia partnership program, is making use of InfyTV to reach out to engineering college students and faculty members across India. Campus Connect also made progress with the launch of electives to help engineering colleges run new programs within their curricula and rolled out Infosys elective programs in 137 colleges across India.well as lifelong learners.

Leadership development

In fiscal 2020,As with the rest of the world, for Infosys Leadership Institute (ILI) built(“ILI”), fiscal 2021 was the year adapting to ‘a new normal’. ILI adapted quickly, pivoting from in-person programs to virtual programs. We launched the “Leaders teach” series virtually. Facilitated by senior leaders both internal and external including client CXO’s, these sessions focused on key leadership dimensions like strategic influence, business acumen, fostering client relationships, making the most of a crisis, authentic leadership etc.  The series saw large scale participation from our global leaders.

The year also saw our succession pipeline development program – the “Constellation Program” come alive with leaders working in cross functional teams on various Strategic Projects aligned to key organizational imperatives. With regular reviews, guidance and further enhanceddirection coming from mentors and a CXO led panel, the teams gained tremendous enterprise perspective in addition to cross functional exposure. ILI also began focused Career Conversations for Constellation Leaders with senior leadership panels.

ILI also launched IamtheFuture: The Women in Leadership Program, aimed at grooming women for leadership roles. Designed as a year-long program through fiscal 2022 in partnership with Stanford GSB, the program provides holistic development opportunities for our women leaders globally.

In parallel, ILI continued its focus on enablingbringing personalized and impactful programs from Ivy League academic institutions and premier consulting firms for all our title-holders. The programs covered nearly 4,400 participants with very high approval ratings. ILI also worked with leaders to ensure they leveraged the organization and its leaders through succession planning and leadership development interventions. ILI defined and institutionalized Leadership Powered by Values (LV), our updated leadership framework benchmarked to the new-age digital leadership imperatives. This framework, which focused on five leadership dimensions also factored for adverse leadership behaviors, became the base of all leadership assessment and development programs through the year including leadership 360 and leadership competency assessment as a part of performance evaluation.

ILI worked with senior leadersother development tools to identify new Critical Positions and additional leadership metrics to strengthen the organizational Succession Planning program. This was followed by a comprehensive review and update of the Succession Planning program. ILI also designed and implemented the Leadership Constellation Program, with the objective of identifying select leaders for prioritized development for the year and enhancing the successor pool. The highly curated Leadership Journey of the program included globally renowned leadership instruments and assessments, individual coaching, Career Conversations, Signature Programs at Stanford and a variety of other leadership development experiences. While the Constellation Program focused on leadership capabilities at the organizational level, the Alchemy program is designed to enhance the leadership capabilities at a business unit level using a similar approach. A PDP system, built on Infosys Lex platform allows leaders to create and track their development journey in an effective and seamless manner, leading to a tangible impact on organizational leadership capabilities.

The Constellation Program also enabled ILI to use data-based insights to identify organizational, unit level and individual development focus areas. Accordingly, ILI offered a variety of programs leveraging global faculty through classroom programs, webinars, case study led discussions and Leaders Teach sessions. Continuing its focus on Diversity, ILI also offered its acclaimed Women intheir Leadership program exclusively for its women leaders. More than 95% of Infosys Title Holders completed at least one leadership intervention at an average of 2.6 leadership learning days, totaling 2000+ leadership learning days. The leadership programs offered globally by ILI were received very positively with an approval rating of more than 90%.Personal Development Plans.


Visas

As of March 31, 2020,2021, less than 50% of our employees in the United States held either H-1B visas, which allow the employee to remain in the United States for up to six years as specialty occupation professionals, and L-1 visas, which allow the employee to stay in the United States for up to five years (for specialized knowledge experts) or seven years (for managers and executives).

SHARE OWNERSHIP

The following table sets forth as of May 15, 2020,21, 2021, for each director and executive officer, the total number of equity shares, ADSs and options to purchase equity shares and ADSs exercisable within 60 days from May 15, 2020.21, 2021. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission.SEC. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The shares beneficially owned by the directors and executive officers include the equity shares owned by their family members to which such directors disclaim beneficial ownership.


The share numbers and percentages listed below are based on 4,258,992,5664,261,133,939 equity shares outstanding as of May 15, 2020.21, 2021. Percentage of shareholders representing less than 1% are indicated with an ‘*’.:

Name beneficially owned

 

Equity Shares

beneficially

owned

 

 

% of equity

Shares

 

Equity Shares

beneficially

owned

 

 

% of equity

Shares

 

Nandan M. Nilekani(1)

 

 

100,461,168

 

 

2.36

 

 

100,461,168

 

 

2.36

 

Salil Parekh(2)

 

 

432,928

 

 

'*'

 

 

652,562

 

 

'*'

 

U.B. Pravin Rao(3)(2)

 

 

1,205,687

 

 

'*'

 

 

1,305,089

 

 

'*'

 

Dr. Punita Kumar-Sinha (4)

 

 

5,852

 

 

'*'

Bobby Parikh

 

 

8,456

 

 

'*'

 

Nilanjan Roy(5)

 

 

8,723

 

 

'*'

 

 

27,355

 

 

'*'

 

Mohit Joshi(6)(3)

 

 

264,767

 

 

'*'

 

 

231,870

 

 

'*'

 

Krishnamurthy Shankar(7)

 

 

52,674

 

 

'*'

Inderpreet Sawhney

 

 

32,164

 

 

'*'

Ravi Kumar S.(4)

 

 

104,622

 

 

'*'

 

Krishnamurthy Shankar(5)

 

 

86,708

 

 

'*'

 

Inderpreet Sawhney(6)

 

 

123,071

 

 

'*'

 

Total (all directors and executive officers)

 

 

102,463,963

 

 

2.41

 

 

103,000,901

 

 

 

2.42

 

Note:

No other material changes subsequently till May 29, 2020.June 11, 2021.

(1)

Shares beneficially owned by Nandan M. Nilekani include 59,678,006 Equity Shares owned by members of his immediate family. Nandan M. Nilekani disclaims beneficial ownership of such shares.

(2)(

Includes 100,604 performance-based stock units which is due for vesting on June 22, 2020.

(32)

Includes 21,500 stock options each vested on May 2, 2018, May 2, 2019, May 2, 2020 and May 2, 20202021 totaling to 86,000 stock options which are yet to be exercised, 13,624 RSUs vested on May 2, 2020 and 40,241 RSUs which is due for vesting on June 22, 2020.exercised.

(4)(

Includes 3,098 ADSs of Infosys Limited held by Dr. Punita Kumar-Sinha’s immediate family. She also owns 2,754 ADSs through the Asia Opportunities Fund. Dr. Punita Kumar-Sinha disclaims beneficial ownership of such shares.

(5)3

Includes 5,986 time-based and 2,737 performance-based RSUs vested on May 2, 2020.

(6))

Includes 56,374 stock options each vested on November 1, 2017 and November 1, 2019 56,376 stock options vested on November 1, 2018 and 33,426 RSUs vested on February 27, 2020.

(7)

Includes 9,50056,376 stock options each vested on November 1, 2018 and November 1, 2020 totaling to 225,500 which are yet to be exercised.

(4)

Includes 56,376 stock options vested on November 1, 2020 which is yet to be exercised.

(5)

Includes 9,500 stock options each vested on November 1, 2018, November 1, 2019 and November 1, 2020 totaling to 28,500 which are yet to be exercised.

(6)

Includes 22,224 stock options each vested on August 1, 2018 and August 1, 2020 and 22,226 stock options vested on August 1, 2019 totaling to 66,674 which are yet to be exercised.

 


Notes:

Note:

Among directors, Kiran Mazumdar-Shaw, D. Sundaram, Michael Gibbs, and Uri Levine and Chitra Nayak do not hold shares / ADRs of the Company and among officers, Ravi Kumar S. does not hold any shares / ADRs of the Company.

 

Option plans 

2015 Plan

On March 31, 2016, pursuant to the approval by the shareholders through postal ballot, the Board has been authorized to introduce, offer, issue and allot share-based incentives to eligible employees of the Company and its subsidiaries under the 2015 Stock Incentive Compensation Plan (the 2015 plan). The maximum number of shares under the 2015 plan shall not exceed 24,038,883 equity shares (this includes 11,223,576 equity shares which are held by the trust towards the 2011 Plan as at March 31, 2016). These instruments will generally vest over a period of four years and the Company expects to grant the instruments under the 2015 plan over the period of four to seven years. The plan numbers mentioned above would further be adjusted for the September 2018 bonus issue.

Consequent to the September 2018 bonus issue, all outstanding options granted under the stock option plan have been adjusted for bonus shares. Unless otherwise stated, all the prior period share numbers in this note have been adjusted to give effect to the September 2018 bonus issue.

Controlled trust holds 18,239,35615,514,732 and 20,324,98218,239,356 shares as at March 31, 20202021 and March 31, 2019,2020, respectively, under the 2015 plan, out of which 200,000 equity shares each have been earmarked for welfare activities of the employees as at March 31, 20202021 and March 31, 2019.2020.


2019 Plan

In continuation of the Company’s philosophy of aligning employee interests with shareholder value creation and in line with global practices, the Board, of Directors at its meeting held on May 15, 2019, on the recommendations of the Nomination and Remuneration Committee and subject to the approval of shareholders, approved to issue a new stock incentive plan called Infosys Expanded Stock Ownership Program - 2019 (‘(“2019 plan’plan”). This plan sets out challenging performance criteria aligned to shareholder value creation to deepen employee ownership of the Company. By inclusion of leading market benchmarked performance criteria like relative Total Shareholder Return (TSR)(“TSR”) in the 2019 plan, the Company has adopted best in class global corporate governance practices. Further the 2019 plan intends to incentivize, retain, and attract key talent through this performance-based stock incentive plan amongst an expanded employee base.

On June 22, 2019, pursuant to approval by the shareholders in the Annual General Meeting, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the 2019 plan. The maximum number of shares under the 2019 plan shall not exceed 50,000,000 equity shares. To implement the 2019 plan, up to 45,000,000 equity shares may be issued by way of secondary acquisition of shares by Infosys Expanded Stock Ownership Trust. The RSUs granted under the 2019 plan shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee). The performance parameters will be based on a combination of relative TSR against selected industry peers and certain broader market domestic and global indices and operating performance metrics of the Company as decided by administrator. Each of the above performance parameters will be distinct for the purposes of calculation of quantity of shares to vest based on performance.


The following is the summary of grants made during fiscal 2021, 2020 2019 and 20182019 under the 2015 and 2019 plan:

Particulars

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

2015 Plan

 

 

 

 

 

 

 

 

 

 

 

 

RSU and ESOP - Equity settled

 

 

 

 

 

 

 

 

 

 

 

 

Key Managerial Personnel (KMPs)*

 

 

506,526

 

 

 

696,480

 

 

 

2,199,146

 

Employees other than KMP

 

 

3,347,650

 

 

 

3,644,220

 

 

 

3,345,220

 

 

 

 

3,854,176

 

 

 

4,340,700

 

 

 

5,544,366

 

RSU and ESOP- Incentive units (cash settled)

 

 

 

 

 

 

 

 

 

 

 

 

KMPs

 

 

180,400

 

 

 

 

 

 

 

Employees other than KMP

 

 

475,740

 

 

 

74,090

 

 

 

100,080

 

 

 

 

656,140

 

 

 

74,090

 

 

 

100,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Plan

 

 

 

 

 

 

 

 

 

 

 

 

Equity settled RSU

 

 

 

 

 

 

 

 

 

 

 

 

KMPs

 

 

352,793

 

 

 

 

 

 

 

Employees other than KMP

 

 

1,738,500

 

 

 

 

 

 

 

 

 

 

2,091,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total grants

 

 

6,601,609

 

 

 

4,414,790

 

 

 

5,644,446

 

Particulars

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

2015 Plan

 

 

 

 

 

 

 

 

 

 

 

 

RSU - Equity settled

 

 

2,660,611

 

 

 

3,854,176

 

 

 

4,340,700

 

RSU - Incentive units (cash settled)

 

 

115,250

 

 

 

656,140

 

 

 

74,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Plan

 

 

 

 

 

 

 

 

 

 

 

 

Equity settled Performance based RSU

 

 

1,596,408

 

 

 

2,091,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total grants

 

 

4,372,269

 

 

 

6,601,609

 

 

 

4,414,790

 

Information in the table above is adjusted for September 2018 bonus issue wherever applicable.

*

Upon Dr. Vishal Sikka's (Ex-CEO) resignation from the roles of the company, the unvested RSUs and ESOPs have been forfeited.

Refer to the section ‘Board and Management changes’compensation table of this Annual Report on Form 20-F for details on appointment and resignation of KMPsgrants to individual KMPs.

 

The RSUs, ESOPs and incentive units granted under the 2015 plan would generally vest over a period of four years and shall be exercisable within the period as approved by the Committee.

The RSUs, granted under the 2019 plan would generally vest over a period of three years and shall be exercisable within the period as approved by the Committee.


During fiscal 2021, 2020 and 2019, and 2018, the company recorded an employee stock compensation expense of $45 million, $34 million and $29 million, and $13 million (including a reversal of $5 million towards forfeiture of stock incentives granted to Dr. Vishal Sikka (Ex-CEO) upon his resignation), respectively in the statement of comprehensive income. This comprises of expense pertaining to employee stock compensation of the CEO, COO, other executive officers, and other employees.

The following table gives the details of outstanding RSUs and ESOPs under the 2019 plan and 2015 plan as of March 31, 2020:2021:

 

Stock incentives outstanding

 

 

Stock incentives outstanding

 

 

2019 Plan

 

 

2015 Plan

 

 

2019 Plan

 

 

2015 Plan

 

RSUs

 

 

2,091,293

 

 

 

8,780,898

 

 

 

3,050,573

 

 

 

8,047,240

 

ESOPs

 

 

 

 

 

1,100,330

 

 

 

 

 

 

1,049,456

 

Grants made under the 2015 plan have been adjusted for September 2018 bonus issue.

For additional information on the Company’s stock incentive compensation plans, see Note 2.17 Employees’ Stock Options Plans under Item 18 of this Annual Report.


Item 7. Major Shareholders andand Related Party Transactions

MAJOR SHAREHOLDERS

The following table sets forth as of May 15, 2020, contains21, 2021, certain information with respect to beneficial ownership of equity shares held by each shareholder or group known by us to be the beneficial owner of 5% or more of our outstanding equity shares.

Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission,SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes equity shares issuable pursuant to the exercise of stock options or warrants that are immediately exercisable or exercisable within 60 days of  May 15, 2020.21, 2021. These shares are deemed to be outstanding and to be beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, all information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated, we believe that persons named in the table have sole voting and sole investment power with respect to all the equity shares shown as beneficially owned, subject to community property laws where applicable. The shares beneficially owned by the directors and officers include equity shares owned by their family members to which such directors and officers disclaim beneficial ownership. 

 

Class of

security

 

No. of

shares

beneficially

held

 

 

% of

class of

shares

 

 

No. of

shares

beneficially

held

 

 

% of

class of

shares

 

 

No. of

shares

beneficially

held

 

 

% of

class of

shares

 

Class of

security

 

No. of

shares

beneficially

held

 

% of

class of

shares

 

No. of

shares

beneficially

held

 

% of

class of

shares

 

No. of

shares

beneficially

held

 

% of

class of

shares

Name of the beneficial owner

 

Equity

 

May 15, 2020

 

 

March 31, 2019

 

 

March 31, 2018

 

Equity

 

May 21, 2021

 

March 31, 2020

 

March 31, 2019

Shareholding of all directors and officers as a group

 

Equity

 

 

102,463,963

 

 

(1)2.41

 

 

 

103,956,809

 

 

(2)2.39

 

 

 

52,002,458

 

 

(3)2.38

 

Equity

 

 

103,000,901

 

 

(1

)

2.42

 

 

102,323,118

 

 

(2

)

2.40

 

 

103,956,809

 

 

(3

)

2.39

Life Insurance Corporation of India

 

Equity

 

 

289,654,241

 

 

 

6.80

 

 

 

254,332,376

 

 

 

5.83

 

 

 

149,514,017

 

 

6.85

 

Equity

 

 

244,378,253

 

 

 

5.74

 

 

282,008,863

 

 

 

6.62

 

 

254,332,376

 

5.83

 


1)1)

Comprised 102,463,963103,000,901 shares owned by directors and officers and includes ESOPs:ESOPs which have vested and yet to be exercised.

a)

Includes 21,500 stock options each vested on May 2, 2018, May 2, 2019, May 2, 2020 and May 2, 2021 totaling to 86,000 stock options of U. B. Pravin Rao.

i) which have vested and yet to be exercised;

b)

Includes 56,374 stock options each vested on November 1, 2017 and November 1, 2019 and 56,376 stock options each vested on November 1, 2018 and November 1, 2020 totaling to 225,500 stock options of Mohit Joshi.

a) 21,500 stock options each vested on May 2, 2018, May 2, 2019 and May 2, 2020 and 13,624 RSUs vested on May 2, 2020 of U. B. Pravin Rao;

c)

Includes 56,376 stock options vested on November 1, 2020 of Ravikumar S.

b) Includes 5,986 time-based and 2,737 performance-based RSUs vested on May 2, 2020 of Nilanjan Roy.

c) Includes 56,374 stock options each vested on November 1, 2017 and November 1, 2019, 56,376 stock options vested on November 1, 2018 and 33,426 RSUs vested on February 27, 2020 of Mohit Joshi.

d) Includes 9,500 stock options each vested on November 1, 2018 and November 1, 2019 of Krishnamurthy Shankar;

ii) which have been granted but due for vesting in next 60 days;

a) includes 40,241 performance-based stock units which is due for vesting on June 22, 2020 of U.B. Pravin Rao;

b) Includes 100,604 performance-based stock units which is due for vesting on June 22, 2020 of Salil Parekh.

d)

Includes 9,500 stock options each vested on November 1, 2018, November 1, 2019 and November 1, 2020 totaling to 28,500 stock options of Krishnamurthy Shankar.

e)

Includes 22,224 stock options each vested on August 1, 2018 and August 1, 2020 and 22,226 stock options vested on August 1, 2019 totaling to 66,674 stock options of Inderpreet Sawhney.

The percentage of ownership is calculated on 4,258,992,566 4,261,133,939 equity shares.

2)

Comprised 102,323,118 shares owned by directors and officers. The percentage of ownership is calculated on 4,258,992,566 equity shares.


3)

Comprised 103,956,809 shares owned by directors and officers. The percentage of ownership is calculated on 4,361,733,444 equity shares.

3)

Comprised 52,002,458 shares owned by directors and officers. The percentage of ownership is calculated on 2,184,114,257. Not adjusted for Bonus issued in September 2018.

Our ADSs are listed on the NYSE. Each ADS currently represents one equity share of par value ₹5/- per share. ADSs are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and as of May 15, 2020 are21, 2021 held by 96,78998,149 holders of record in the United States.

Our equity shares can be held by Foreign Institutional Investors or FIIs, Foreign Portfolio Investors or FPIs and Non-Resident Indians or NRIs, who are registered with the SEBI.NRIs. As of May 15, 2020, 31.63%21, 2021, 33.44% of our equity shares were held by these FIIs, FPIs and NRIs, some of which may be residents or bodies corporate registered in the United States and elsewhere. We are not aware of which FIIs, FPIs and NRIs hold our equity shares as residents or as corporate entities registered in the United States. 

Major shareholders do not have differential voting rights with respect to the equity shares. To the best of our knowledge, we are not owned or controlled directly or indirectly by any government, by any other corporation or by any other natural or legal person. We are not aware of any arrangement, the operation of which may at a subsequent date result in a change in control.

RELATED PARTY TRANSACTIONS

Refer to Note no. 2.20 ‘Related party transactions’ in Item 18 of this Annual Report for the entire list of related parties and percentage of shareholding as at March 31, 20202021 and March 31, 2019.2020.


Related party transactions of Infosys Limited with its subsidiaries (on a standalone – basis)

a. Details of capital invested in subsidiaries as of March 31, 2020:2021:

 

 

(Dollars in millions)

 

List of subsidiaries

 

As at

March 31, 20202021

 

Infosys BPM

 

145

 

Infosys AustraliaChina(1)(2)

 

Infosys China

5863

 

Infosys Chile

 

1

 

Infosys Mexico

 

14

 

Infosys Sweden

 

11

Infosys Brasil(4)

 

Infosys Public Services

 

17

 

Infosys Shanghai

 

150

 

Infosys Consulting Holding

 

241

 

Infosys Consulting Pte Ltd(6)

 

186

 

EdgeVerve

 

203

 

Infosys Nova(2)(3)

 

 

177353

 

Infosys Americas(3)(1)

 

 

 

Infosys Austria GmbH(3)(1)

 

 

 

Infosys Consulting Ltda(4)(2)

 

2647

 

Brilliant Basics Holdings Limited

 

9

 

Infosys Arabia Limited(5)(1)

 

 

 

Panaya

 

84

 

Infosys Luxembourg S.a r.l.(2)

 

13

 

WongDoody Holding Company Inc(2)

 

5356

 

Infosys Consulting S.R.L

 

5

 

Infosys Bulgaria(1)(4)

Infosys Germany Holding GmbH(1)(5)

Kallidus and (6)

Skava

 

309

 


(1)

Liquidated effective November 17, 2019The investment amount is less than $1 million.

(2)

During fiscal 2020,2021, Infosys infused further capital in its subsidiaries to meet the working capital requirements.

(3)

During fiscal 2021, Infosys infused further capital in Infosys Nova. Infosys Nova acquired Outbox SystemsKaleidoscope Animations, Inc., dba Simplus US.

(3) and Beringer Commerce Inc and Beringer Capital Digital Group Inc.

The investment amount is less than $1 million.

(4)

Infosys Brasil,Limited Bulgaria EOOD, a wholly owned subsidiary of Infosys Ltd, merged into Infosys Consulting Ltda, a wholly owned subsidiary of Infosys Ltd effective October 1, 2019was incorporated on September 11, 2020.

(5)

Infosys holds 70% of equity sharesGermany Holding GmbH, a wholly owned subsidiary of Infosys Arabia Limited and the investment is less than $1 million.Ltd, was incorporated on March 23, 2021.

(6)

Includes $185 millionKallidus Inc. (Kallidus), a wholly owned subsidiary of loan converted into redeemable preference shares during fiscal 2020.Infosys Limited, liquidated effective March 9, 2021.

During fiscal 2020,2021, Infy Consulting Company Limited, (a wholly owned subsidiary of Infosys consulting Pte LtdConsulting Holding AG) acquired HIPUS and Stater N.V.

100% of voting interests in GuideVision s.r.o along with its subsidiaries. Refer to Note 2.10 Business combinations, under Item 18 of this annual report for further details on acquisitions.


b.b. Details of amounts of outstanding loans at the end of the year:

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

(Dollars in millions)

 

Particulars

 

March 31,

2020

 

 

March 31,

2019

 

 

March 31,

2018

 

 

March 31,

2021

 

 

March 31,

2020

 

March 31,

2019

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys China(1)

 

 

12

 

 

 

12

 

 

 

11

 

 

 

3

 

 

 

12

 

12

 

Infosys Consulting S.R.L(2)

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

Infosys Consulting Holding AG(5)

 

 

 

 

 

13

 

 

 

16

 

 

 

 

 

 

 

13

 

Infosys Consulting Pte Ltd.(3)

 

 

37

 

 

 

96

 

 

 

 

 

 

 

 

 

37

 

96

 

Brilliant Basics Holdings Limited(6)

 

 

 

 

 

1

 

 

 

1

 

Infosys Shanghai(1)

 

 

10

 

 

 

 

 

 

 

Brilliant Basics Holdings Limited

 

 

 

 

 

 

1

 

 

 

50

 

 

 

122

 

 

 

28

 

 

 

13

 

 

 

50

 

122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EdgeVerve(4)

 

 

153

 

 

 

209

 

 

 

272

 

 

 

73

 

 

 

153

 

209

 

 

(1)

Interest rate of 6% per annum and term of loan is one year.repayable on demand

(2)

Interest rate of 4% per annum and repayable on demandloan is repaid during fiscal 2021

(3)

Interest rate of 3% per annum and repayable on demandloan is repaid during fiscal 2021

(4)(4)

Interest rate for fiscal 2021, 2020 and 2019 is 7.14%, 8.35% and 2018 is 8.35%, 8.39% and 7.7%, respectively


(5)

Interest rate of 2.5% per annum and the loan is repaid during fiscal 2020

(6)

Interest rate of 3.5% per annum and the loan is repaid during fiscal 2020

c. Details of largest amounts of loan outstanding during the fiscal:

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

(Dollars in millions)

 

Particulars

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys China

 

 

12

 

 

 

12

 

 

 

14

 

 

 

12

 

 

 

12

 

 

 

12

 

Brilliant Basics Holdings Limited

 

 

1

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

Infosys Consulting S.R.L Argentina

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

Infosys Consulting Pte Ltd

 

 

266

 

 

 

98

 

 

 

 

 

 

38

 

 

 

266

 

 

 

98

 

Infosys Consulting S.R.L Romania

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

Infosys Consulting Holding AG

 

 

13

 

 

 

17

 

 

 

16

 

 

 

 

 

 

13

 

 

 

17

 

Infosys Shanghai

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EdgeVerve

 

 

209

 

 

 

272

 

 

 

326

 

 

 

153

 

 

 

209

 

 

 

272

 

 


d. Details of related party transactions:

i) Capital transactions:

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

(Dollars in millions)

 

Particulars

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Financing transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Panaya Inc

 

 

 

 

 

 

 

 

5

 

Infosys China

 

 

 

 

 

 

 

 

15

 

 

 

5

 

 

 

 

 

 

 

Infosys Chile

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Infosys Shanghai

 

 

 

 

 

 

 

 

11

 

Infosys Brazil(3)

 

 

 

 

 

18

 

 

 

 

Infosys Brazil

 

 

 

 

 

 

 

 

18

 

Infosys Australia

 

 

 

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

(5

)

Infosys Nova(1)

 

 

177

 

 

 

 

 

 

 

Infosys Nova

 

 

176

 

 

 

177

 

 

 

 

Brilliant Basics Holdings Limited

 

 

 

 

 

2

 

 

 

7

 

 

 

 

 

 

 

 

 

2

 

Infosys Consulting Ltda(3)

 

 

20

 

 

 

6

 

 

 

 

Infosys Consulting Ltda(1)

 

 

21

 

 

 

20

 

 

 

6

 

WongDoody Holding Company Inc

 

 

2

 

 

 

51

 

 

 

 

 

 

3

 

 

 

2

 

 

 

51

 

Infosys Consulting S.R.L Romania

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Kallidus Inc

 

 

(21

)

 

 

 

 

 

 

Infosys Bulgaria(2)

 

 

 

 

 

 

 

 

 

Infosys Germany Holding GmbH(2)

 

 

 

 

 

 

 

 

 

Infosys Luxembourg S.a r.l.

 

 

 

 

 

1

 

 

 

 

 

 

2

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preference shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys Consulting Pte Ltd(2)

 

 

185

 

 

 

 

 

 

 

Infosys Consulting Pte Ltd

 

 

 

 

 

185

 

 

 

 

 

 

384

 

 

 

79

 

 

 

38

 

 

 

186

 

 

 

384

 

 

 

79

 

Debenture (net of repayment)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EdgeVerve

 

 

(53

)

 

 

(48

)

 

 

(54

)

 

 

(84

)

 

 

(53

)

 

 

(48

)

 

 

(53

)

 

 

(48

)

 

 

(54

)

 

 

(84

)

 

 

(53

)

 

 

(48

)

Loans (net of repayment)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys China

 

 

(10

)

 

 

 

 

 

 

Infosys Shanghai

 

 

10

 

 

 

 

 

 

 

Infosys Consulting Holding

 

 

(13

)

 

 

(3

)

 

 

15

 

 

 

 

 

 

(13

)

 

 

(3

)

Infosys Consulting Pte Ltd(2)

 

 

(70

)

 

 

98

 

 

 

 

Infosys Consulting Pte Ltd

 

 

(38

)

 

 

(70

)

 

 

98

 

Infosys Consulting S.R.L. Romania

 

 

1

 

 

 

 

 

 

 

 

 

(1

)

 

 

1

 

 

 

 

Brilliant Basics Holdings Limited

 

 

(1

)

 

 

 

 

 

1

 

 

 

 

 

 

(1

)

 

 

 

 

 

(83

)

 

 

95

 

 

 

16

 

 

 

(39

)

 

 

(83

)

 

 

95

 


 

(1)

During fiscal 2020, Infosys infused further capital in Infosys Nova Holdings LLC, a wholly owned subsidiary of Infosys Limited. Infosys Nova Holdings LLC acquired Outbox Systems Inc. dba Simplus (US) along with its eight subsidiaries in fiscal 2020. Refer to Note 2.10 Business combinations, under Item 18 of this Annual Report for further details.

(2)

During fiscal 2020, loan amounting to $185 million was converted into redeemable preference shares is considered as repayment of loans and investment in redeemable preference shares.

(3)

Infosys Brasil, a wholly owned subsidiary of Infosys Ltd merged into Infosys Consulting Ltda a wholly owned subsidiary of Infosys Ltd effective October 1, 2019. Infosys consultingConsulting Ltda issued equity shares in Infosys consulting Ltda as a consideration for this merger to Infosys Ltd.

(2)

The investment amount is less than $1 million

All transactions between Infosys and its subsidiaries till the date of this Annual Report are in the ordinary course of business.


ii) Revenue transactions

 

(Dollars in millions)

 

 

(Dollars in millions)

 

Particulars

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Purchase of services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys China

 

 

11

 

 

 

12

 

 

 

14

 

 

 

9

 

 

 

11

 

 

 

12

 

Infosys Consulting Holding and its subsidiaries

 

 

160

 

 

 

136

 

 

 

129

 

 

 

147

 

 

 

160

 

 

 

136

 

Infosys Consulting Pte Limited and its subsidiaries

 

 

22

 

 

 

19

 

 

 

10

 

 

 

19

 

 

 

22

 

 

 

19

 

Infosys Consulting Ltda

 

 

2

 

 

 

 

 

 

 

 

 

6

 

 

 

2

 

 

 

 

Infosys Consulting Romania

 

 

3

 

 

 

 

 

 

 

 

 

25

 

 

 

3

 

 

 

 

Infosys BPM and its subsidiaries

 

 

125

 

 

 

109

 

 

 

88

 

 

 

209

 

 

 

125

 

 

 

109

 

Infosys Sweden

 

 

7

 

 

 

7

 

 

 

9

 

 

 

6

 

 

 

7

 

 

 

7

 

Infosys Shanghai

 

 

11

 

 

 

11

 

 

 

10

 

 

 

12

 

 

 

11

 

 

 

11

 

Infosys Mexico

 

 

9

 

 

 

10

 

 

 

4

 

 

 

10

 

 

 

9

 

 

 

10

 

Infosys Chile

 

 

2

 

 

 

1

 

 

 

 

 

 

2

 

 

 

2

 

 

 

1

 

Infosys Public Services

 

 

5

 

 

 

6

 

 

 

3

 

 

 

4

 

 

 

5

 

 

 

6

 

Panaya Ltd.

 

 

14

 

 

 

13

 

 

 

13

 

 

 

18

 

 

 

14

 

 

 

13

 

Infosys Brasil

 

 

1

 

 

 

2

 

 

 

2

 

 

 

 

 

 

1

 

 

 

2

 

WDW Communications, Inc

 

 

9

 

 

 

2

 

 

 

 

Kallidus

 

 

4

 

 

 

7

 

 

 

1

 

Noah Consulting LLC and its subsidiary

 

 

 

 

 

 

 

 

14

 

WongDoody and its subsidiaries

 

 

16

 

 

 

9

 

 

 

2

 

Kallidus Inc

 

 

3

 

 

 

4

 

 

 

7

 

Infosys Nova and its subsidiaries

 

 

5

 

 

 

 

 

 

 

Brilliant Basics Limited

 

 

13

 

 

 

11

 

 

 

4

 

 

 

7

 

 

 

13

 

 

 

11

 

 

 

398

 

 

 

346

 

 

 

301

 

 

 

498

 

 

 

398

 

 

 

346

 

Purchase of shared services including facilities and personnel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys BPM and its subsidiaries

 

 

 

 

 

1

 

 

 

3

 

 

 

 

 

 

 

 

 

1

 

Brilliant Basics Limited

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

 

 

1

 

WDW Communications, Inc

 

 

2

 

 

 

 

 

 

 

Kallidus Inc

 

 

 

 

 

 

 

 

1

 

WongDoody and its subsidiaries

 

 

3

 

 

 

2

 

 

 

 

Infosys Mexico

 

 

1

 

 

 

 

 

 

 

 

 

3

 

 

 

2

 

 

 

4

 

 

 

5

 

 

 

3

 

 

 

2

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys China

 

 

1

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

Infosys Shanghai

 

 

1

 

 

 

 

 

 

 

Infosys Consulting Pte Limited

 

 

6

 

 

 

1

 

 

 

 

 

 

1

 

 

 

6

 

 

 

1

 

EdgeVerve

 

 

15

 

 

 

20

 

 

 

24

 

 

 

8

 

 

 

15

 

 

 

20

 

 

 

22

 

 

 

22

 

 

 

25

 

 

 

10

 

 

 

22

 

 

 

22

 

Dividend income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys BPM

 

 

 

 

 

 

 

 

130

 

 

 

43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

130

 

 

 

43

 

 

 

 

 

 

 

Sale of services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infosys China

 

 

3

 

 

 

4

 

 

 

4

 

 

 

3

 

 

 

3

 

 

 

4

 

Infosys Mexico

 

 

5

 

 

 

3

 

 

 

4

 

 

 

4

 

 

 

5

 

 

 

3

 

Infosys Consulting Holding and its subsidiaries

 

 

6

 

 

 

8

 

 

 

6

 

 

 

3

 

 

 

6

 

 

 

8

 

Infosys Consulting Ltda

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

Infosys Consulting Pte Limited and its subsidiaries

 

 

15

 

 

 

 

 

 

 

 

 

20

 

 

 

15

 

 

 

2

 

Infosys Brasil

 

 

1

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

Infosys BPM and its subsidiaries

 

 

62

 

 

 

48

 

 

 

28

 

 

 

40

 

 

 

62

 

 

 

48

 

Infosys Sweden

 

 

2

 

 

 

1

 

 

 

2

 

 

 

6

 

 

 

2

 

 

 

1

 

Infosys Shanghai

 

 

1

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

EdgeVerve

 

 

84

 

 

 

67

 

 

 

63

 

 

 

90

 

 

 

84

 

 

 

67

 

Infosys Compaz Pte Limited

 

 

 

 

 

2

 

 

 

 

Infosys Public Services

 

 

105

 

 

 

109

 

 

 

98

 

 

 

285

 

 

 

244

 

 

 

207

 

Sale of shared services including facilities and personnel

 

 

 

 

 

 

 

 

 

 

 

 

EdgeVerve

 

 

5

 

 

 

5

 

 

 

6

 

Panaya Ltd.

 

 

1

 

 

 

6

 

 

 

8

 

Infosys Consulting Holdings and its subsidiaries

 

 

 

 

 

 

 

 

1

 

Infosys BPM and its subsidiaries

 

 

4

 

 

 

4

 

 

 

10

 

 

 

10

 

 

 

15

 

 

 

25

 


Infosys Luxembourg S.à.r.l

 

 

3

 

 

 

 

 

 

 

Outbox System, Inc. dba Simplus

 

 

1

 

 

 

 

 

 

 

Infosys Public Services

 

 

92

 

 

 

105

 

 

 

109

 

 

 

 

263

 

 

 

285

 

 

 

244

 

Sale of shared services including facilities and personnel

 

 

 

 

 

 

 

 

 

 

 

 

EdgeVerve

 

 

4

 

 

 

5

 

 

 

5

 

Panaya Ltd.

 

 

1

 

 

 

1

 

 

 

6

 

Infosys Consulting Holdings and its subsidiaries

 

 

 

 

 

 

 

 

 

Infosys BPM and its subsidiaries

 

 

3

 

 

 

4

 

 

 

4

 

 

 

 

8

 

 

 

10

 

 

 

15

 

 


All transactions between Infosys and its subsidiaries till the date of this Annual Report are in the ordinary course of business.

See Note 2.20, Related party transactions, under Item 18 of this Annual Report for details of transactions with KMP.

Employment and indemnification agreements

Refer to the section titled ‘Employment and Indemnification agreements’ under Item 6 of this Annual Report.

Loans to employees

We provide personal and salary advances and loans to our employees.

The annual rates of interest for these loans vary from 0% to 10%. Loans aggregating $26 million, $35 million $38 million and $43$38 million were outstanding as of March 31, 2021, 2020 2019 and 2018,2019, respectively.

Item 8. Financial Information

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The following financial statements and auditors’ report appear under Item 18 in this Annual Report on Form 20-F and are incorporated herein by reference:

Report of Independent Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheet as of March 31, 2020 and 2019.

Consolidated Balance Sheet as of March 31, 2021 and 2020.

Consolidated statements of comprehensive income for the years ended March 31, 2020, 2019 and 2018

Consolidated statements of comprehensive income for the years ended March 31, 2021, 2020 and 2019.

Consolidated statements of changes in equity for the years ended March 31, 2020, 2019 and 2018

Consolidated statements of changes in equity for the years ended March 31, 2021, 2020 and 2019.

Consolidated statements of cash flows for the years ended March 31, 2020, 2019 and 2018

Consolidated statements of cash flows for the years ended March 31, 2021, 2020 and 2019.

Notes to the consolidated financial statements

Notes to the consolidated financial statements.

Export revenue

For fiscal 2021, 2020 2019 and 2018,2019, we generated $13,169 million, $12,447 million and $11,507 million, or 97.1%, 97.4% and $10,593 million, or 97.4%, 97.5% and 96.8% of our total revenues of $13,561 million, $12,780 million $11,799 million and $10,939$11,799 million, respectively, from the export of our products and rendering of services outside of India.

Legal proceedings

This information is set forth under Item 4 under the heading “Legal proceedings” and such information is incorporated herein by reference.

Capital allocation policy

Effective from fiscal 2020, the Company expects to return approximately 85% of the free cash flow cumulatively over a five-year period through a combination of semi-annual dividends and/or share buyback and/or special dividends,


subject to applicable laws and requisite approvals, if any. Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS. Dividend and buyback include applicable taxes.


Buyback completed on August 2019

The Board in its meetingproposed on April 13, 2018, reviewed and approved the Capital Allocation Policy of the Company after taking into consideration the strategic and operational cash requirements of the Company in the medium term. The Board decided to retain the current policy of returning up to 70% of the free cash flow of the corresponding Financial Year in such manner, as may be decided by the Board from time to time, subject to applicable laws and requisite approvals, if any. Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS. Dividend payout includes Dividend Distribution Tax (DDT). Additionally, the Board had identified an amount of up to ₹13,000 crore (approximately $2 billion) to be paid to shareholders in the form of2021

A special dividend of ₹5 per share ($0.08 per share) (adjusted for September 2018 bonus issue) to be paid in June 2018. This resulted in a subsequent payout of ₹2,633 crore ($386 million).

Identified an amount of up to approximately ₹10,400 crore (approximately $1,600 million) to be paid out to shareholders for fiscal 2019, in such a manner, to be decided by the Board, subject to applicable laws and requisite approvals

In line with the above,capital allocation policy, the Board at its meeting held on January 11,April 14, 2021, approved a proposal for the Company to buyback its own fully paid-up equity shares of face value of ₹ 5/- each (“Equity Shares”) from the equity shareholders of the Company (other than the promoters, the promoters group and persons in control of the Company), being 14.87% and 13.53% of its total paid-up capital and free reserves as on March 31, 2021 (on a standalone and consolidated basis, respectively) for an amount, payable in cash, aggregating up to ₹ 9,200 crore (Rupees Nine Thousand Two Hundred crore only) (“Maximum Buyback Size”) (approximately $1,227 million*) which is less than 15% of the aggregate of the total paid-up share capital and free reserves of the Company, based on the latest audited financial statements of the Company as at March 31, 2021 (on a standalone and consolidated basis), for a price not exceeding ₹ 1,750/- (Rupees One Thousand Seven Hundred and Fifty only) per Equity Share ("Maximum Buyback Price") (approximately $23.3 per share*) in open market through the Indian stock exchanges, in accordance with the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (as amended) ("Buyback Regulations”) and the Companies Act, 2013 and the rules made thereunder (“Buyback”). ADS holders are permitted to convert their ADS into Equity Shares, and, subsequently, opt to sell such Equity Shares on the Indian stock exchanges during the Buyback period. The Maximum Buyback Size does not include any expenses or transaction costs incurred or to be incurred for the Buyback, such as, brokerage, filing fees, advisory fees, intermediaries’ fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as buyback tax, securities transaction tax, goods and services tax, stamp duty etc. and other incidental and related expenses.

Subject to the market price of the Equity Shares being equal to the Maximum Buyback Price, the indicative maximum number of Equity Shares bought back would be 52,571,428 Equity Shares (“Maximum Buyback Shares”), comprising approximately 1.23% of the paid-up capital of the Company as of March 31, 2021 (on a standalone basis). If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the Maximum Buyback Shares but will always be subject to the Maximum Buyback Size. The Company shall utilize at least 50% of the amount earmarked as the Maximum Buyback Size for the Buyback i.e. ₹ 4,600 crore (Rupees Four Thousand Six Hundred crore only) (“Minimum Buyback Size”). Based on the Minimum Buyback Size and Maximum Buyback Price, the Company would purchase a minimum of 26,285,714 Equity Shares.

The Board has constituted a buyback committee (the "Buyback Committee"), comprising, Chief Operating Officer, the Chief Financial Officer, the Deputy Chief Financial Officer, the General Counsel and the Company Secretary of the Company. The Buyback Committee has the power to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback. The Buyback is subject to the approval of the members of the Company by way of a special resolution at the ensuing annual general meeting and all other applicable statutory/ regulatory approvals.

* USD-INR rate of 75.00


Buyback completed in August 2019

Based on the postal ballot which concluded on March 12, 2019, the shareholders approved the proposal of the above buyback of equity shares throughfrom the open market route through the Indian stock exchanges amountingof up to ₹8,260 crore (maximum buyback size) (approximately $1,184 million) at a price not exceeding ₹800 per share (maximum buyback price). Further, the Board also approved a special dividend of ₹4 per share ($0.06 per share) that resulted in a payout of approximately ₹2,107 crore (approximately $296 million) (including dividend distribution tax and divided paid on treasury shares converted using the exchange rate on the date of payment).

The shareholders approved the proposal of a buyback of equity shares through the postal ballot that concluded on March 12, 2019.share. The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the open market route through Indian stock exchanges at the maximum buyback price of ₹800 per equity share.exchanges. The buyback of equity shares through Indian stock exchanges commenced on March 20, 2019 and was completed on August 26, 2019. During this buyback period, the Company purchased and extinguished a total of 110,519,266 equity shares throughfrom the stock exchange at an average buyback price of ₹747.38/- per equity share comprising 2.53% of the pre buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of ₹8,260 crore (excluding transaction costs) ($1,183 million). The Company funded the buyback from its free reserves.

After the execution of the above, along with the special dividend (including dividend distribution tax) of ₹2,633 crore ($386 million) already paid in June 2018, the Company completed the distribution of ₹13,000 crore ($1,866 million*) which was announced as part of its capital allocation policy in April 2018.

*As the USD/INR exchange rates have moved from April 2018 when the capital allocation policy was announced, the total capital allocation in US$ terms amounts to $1,866 million (comprising $1,184 million pertaining to the buyback as mentioned above, $386 million towards special dividend paid in June 2018 and $296 million towards special dividend paid to shareholders in January 2019).

Buyback completed in December 2017

The Board, at its meeting on August 19, 2017, approved a proposal for the Company to buyback its fully paid-up equity shares of face value of ₹5/- each from the eligible equity shareholders of the Company for an amount not exceeding ₹13,000 crore ($2 billion). The shareholders approved the buyback of equity shares through the postal ballot that concluded on October 7, 2017. The buyback offer comprised a purchase of 113,043,478 equity shares aggregating 4.92% of the paid-up equity share capital of the Company at a price of ₹1,150 per equity share. The buyback was offered to all eligible equity shareholders (including those who became equity shareholders as on the Record Date by cancelling American Depositary Shares and withdrawing underlying equity shares) of the Company as on the record date (i.e. November 1, 2017) on a proportionate basis through the "Tender offer" route. The Company concluded the buyback procedures on December 27, 2017 and 113,043,478 equity shares were extinguished. The Company has utilized its securities premium and general reserve for the buyback of its shares.


 

Dividends

Under Indian law, a corporation pays dividends upon a recommendation by the Board and approval by a majority of the shareholders, who have the right to decrease but not increase the amount of the dividend recommended by the Board. Dividends may be paid out of profits of an Indian company, after providing depreciation in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years, or out of both.

Holders of ADSs will be entitled to receive dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by ADSs are paid to the Depositary in Indian rupees and are generally converted by the Depositary into U.S. dollars and distributed, net of Depositary fees, taxes, if any, and expenses, to the holders of such ADSs. Although we have no current intention to discontinue dividend payments, future dividends may not be declared or paid and the amount, if any, thereof may be decreased.

Dividend Distribution Policy

As per Regulation 43A of the SEBI LODR the top 500 listed companies shall formulate a dividend distribution policy. Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The dividend policy has been previously filed as an exhibit to the Annual Report on Form 20-F. The policy is available on our website: https://www.infosys.com/investors/corporate-governance/Pages/policies.aspx

The following table provides details of per share dividend recognized and paid during fiscal 2021, 2020 2019 and 20182019:

 

Fiscal 2020

 

 

Fiscal 2019(2)

 

 

Fiscal 2018(2)

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019(2)

 

Dividend per Equity Share (₹)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim dividend(3)

 

 

8.00

 

 

 

7.00

 

 

 

6.50

 

 

 

12.00

 

 

 

8.00

 

 

 

7.00

 

Final dividend(4)

 

 

10.50

 

 

 

10.25

 

 

 

7.38

 

 

 

9.50

 

 

 

10.50

 

 

 

10.25

 

Special dividend(5)

 

 

 

 

 

9.00

 

 

 

 

 

 

 

 

 

 

 

 

9.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend per Equity Share/ADS ($) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim dividend(3)

 

 

0.11

 

 

 

0.10

 

 

 

0.10

 

 

 

0.16

 

 

 

0.11

 

 

 

0.10

 

Final dividend(4)

 

 

0.15

 

 

 

0.16

 

 

 

0.12

 

 

 

0.13

 

 

 

0.15

 

 

 

0.16

 

Special dividend(5)

 

 

 

 

 

0.14

 

 

 

 

 

 

 

 

 

 

 

 

0.14

 


 

(1)

Converted at the monthly exchange rate in the month of declaration of dividend.

(2)

Dividend declared previously, retrospectively adjusted for September 2018 bonus share issue wherever applicable.

(3)

Represents interim dividend for the respective fiscal yearyear.

(4)

Represents final dividend for the preceding fiscal yearyear.

 

(5)(3)

Represents special dividend of ₹5/- per share (approximately $0.08 per share) declared in fiscal 2018 and special dividend of ₹4/- per equity share (approximately $0.06 per share) declared in fiscal 2019.

During fiscal 2020,2021, on account of the final dividend for fiscal 20192020 and interim dividend declared for fiscal 20202021 the Company had incurred a net cash outflow of $1,359$1,226 million (excluding dividend paid on treasury shares) inclusive of dividend distribution tax..

The Board of Directors in theirits meeting on April 20, 202014, 2021 recommended a final dividend of ₹9.50/₹15/- per equity share (approximately $0.13$0.20 per equity share)share*) for fiscal 2020.2021. This payment is subject to the approval of shareholders in the ensuing Annual General Meeting of the Company, to be held on June 27, 2020,19, 2021, and if approved would result in a net cash outflow of approximately $532$849 million (excluding dividend paid on treasury shares).


* USD-INR rate of 75.00

Bonus issue during fiscal 2019

The Company has allotted 2,184,191,490 fully paid up equity shares (including treasury shares) of face value ₹5/- each during the three months ended September 30, 2018 pursuant to a bonus issue approved by the shareholders through postal ballot. Record Date fixed by the Board of Directors was September 5, 2018. The bonus shares were issued by capitalization of profits transferred from general reserve. Bonus share of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS)ADS for every ADS held, respectively, has been allotted. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder remains unchanged. Options granted under the stock option plan have been adjusted for the bonus shares. The bonus shares rank pari passu in all respects and carry the same rights as the existing equity shares.

SIGNIFICANT CHANGES

None.

Item 9. The Offer and Listing

PRICE HISTORY

Our equity shares are traded in India on the BSE Limited, or BSE, and the National Stock Exchange of India Limited, or NSE, or collectively, the Indian stock exchanges. Our American Depositary Shares ("ADSs"(“ADSs“) are traded on the New York Stock Exchange (“NYSE”), under the ticker symbol ‘INFY’. Each ADS represents one equity share. Our ADSs began trading on the NASDAQ on March 11, 1999. Following our voluntary delisting from the NASDAQ Global Select Market on December 11, 2012, we began trading of our ADSs on the NYSE on December 12, 2012, under the ticker symbol INFY. We listed our ADSs on the Euronext London and Paris markets on February 20, 2013.

Effective July 5, 2018 the Company voluntarily delisted its ADS’s from the Euronext Paris and Euronext London exchanges. The primary reason for voluntary delisting from Euronext Paris and London was the low average daily trading volume of Infosys ADSs on these exchanges, which was not commensurate with the related administrative expenses. Infosys’ ADSs continue to be listed on the NYSE under the symbol “INFY” on the New York Stock Exchange. The holders of ADSs who have chosen not to sell their Infosys ADSs through the sales facility or otherwise have


not taken any action will be able to trade them on the NYSE under the terms and conditions of their financial intermediary.

The Deutsche Bank Trust Company Americas serves as a depositary with respect to our ADSs traded on the market pursuant to the Deposit Agreement dated March 10, 1999, as amended and restated on June 28, 2017. The Deposit Agreement has been filed by the Company previously.

As of May 15, 2020,21, 2021, we had 4,258,992,5664,261,133,939 equity shares issued and outstanding. There were 96,78998,149 record holders of ADRs, evidencing 739,301,182731,827,178 ADSs (Each(each ADS currently represents one equity share). As of May 15, 2020,21, 2021, there were 1,207,9141,735,416 record holders of our equity shares listed and traded on the Indian stock exchanges.

All translations from Indian rupees to U.S. dollars are based on fixing rate in the city of Mumbai on March 31, 20202021 for cable transfers in Indian rupees as published by the FEDAI, which was ₹75.67₹73.11 per $1.00.

On May 28, 2020,June 10, 2021, the closing price of equity shares on the BSE was ₹707.25₹1,424.55 equivalent to $9.34$19.50 per equity share and on the NSE was ₹707.40₹1,424.30 equivalent to $9.34$19.50 per equity share based on the exchange rate on that date and on May 28, 2020,June 10, 2021, the closing price of ADSs on the NYSE was $9.19$19.89 per ADS. 

The conversion of our equity shares into ADSs is governed by guidelines issued by the RBI.

 


Item 10. AdditionalAdditional Information

MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company vide postal ballot concluded on March 31, 2017 adopted new Articles of Association to bring the same in line with provisions of the Companies Act, 2013. The Company vide postal ballot concluded on August 22, 2018 altered clause V of the Memorandum of Association to reflect the increase in the Authorized capital for the issue of Bonus shares. The Memorandum and Articles of Association are available on the website of the Company and were filed previously as an exhibit to the Annual Report on Form 20-F and is available under the following links: https://www.sec.gov/Archives/edgar/data/1067491/000106749117000021/exv01w01.htm and https://www.sec.gov/Archives/edgar/data/1067491/000156459019022837/infy-ex12_1403.htm

The corporate legal framework governing the Company as on the date hereof is the notified provisions of the Companies Act, 2013, as amended from time to time, (the “Indian Companies Act”).

Set forth below is the material information concerning our share capital and a brief summary of the material provisions of our Articles of Association, Memorandum of Association and the Indian Companies Act, all as currently in effect. The following description of our equity shares and the material provisions of our Articles of Association and Memorandum of Association does not purport to be complete and is qualified in its entirety by the amended Memorandum and Articles of Association of the Company which was filed as an exhibit to the Annual Report on Form 20-F. The summary below is not intended to constitute a complete analysis of the Indian Companies Act and is not intended to be a substitute for professional legal advice. Various statutory authorities and departments of the Government of India have also extended several temporary relaxations on compliances requirements on account of the COVID-19 pandemic. The summary below does not include details of such temporary relaxations.

 

Our Articles of Association provide that the minimum number of directors shall be three and the maximum number of directors shall be fifteen unless approval from shareholders is obtained by a special resolution to appoint more than 15 directors. As of March 31, 2020,2021, we had eightnine directors. As per the Indian Companies Act, unless the Articles of Association of a company provide for all directors to retire at every Annual General Meeting (AGM), not less than two-third of the non-independent directors of a public company are liable to retire by rotation and one-third of such directors must retire by rotation, while the remaining two-third may remain on the Board until they resign or are removed. Our Articles of Association require two-thirds of the non-independent directors on the Board retire by rotation every year, and one-third of them whose office of directorship is the longest shall mandatorily retire by rotation. Retiring directors qualify for reappointment. Executive directors are appointed by the shareholders for a maximum period of five years but are eligible for reappointment upon completion of their term. An independent


director shall hold office for a term of up to five consecutive years and will be eligible for reappointment on the passing of a special resolution by the shareholders.

An independent director can hold office for only two consecutive terms, and will be eligible for reappointment after three years of ceasing to be an independent director, provided he/she is not appointed in or associated with the company in any capacity (whether directly or indirectly) during such three-year period.

The age limit for a managing director / executive director is 60 years, while the age limit for an independent / non- executive director is 70 years. A director’s term may be extended at the discretion of the committee beyond the age of 60 or 70 years with shareholders’ approval by passing a special resolution, based on the explanatory statement annexed to the Notice for such motion indicating the justification for the extension of appointment beyond 60 or 70 years as the case may be.

Our Articles of Association do not require our directors to hold shares of our company in order to serve on our Board.


The Companies Act, 2013 provides that any director who has a personal interest in a transaction being discussed by the Board must disclose such interest and must not participate in the meeting when such transaction is being discussed. A director is required to disclose his personal interest to the Board on an annual basis and at the first meeting of the Board after the interest arises. The remuneration payable to our directors may be fixed by the Board in accordance with the Indian Companies Act and provisions prescribed by the Government of India. At meetings of the Board, our directors shall not vote on their own remuneration and such remuneration has been recommended by our Nomination and Remuneration Committee, details of which have been set out in Item 6 of this Annual Report on Form 20-F. Our Articles of Association provide that the Company may generally borrow any sum of money for the Company’s legitimate corporate purposes, provided, that the consent of the shareholders is required where any amounts to be borrowed, when combined with any already outstanding debt (excluding temporary loans from our bankers in the ordinary course of business), exceeds the aggregate of our paid-up capital, securities premium and free reserves. Under the Companies Act, 2013, such consent of the shareholders should be obtained by way of a special resolution passed in a general meeting.

Objects and Purposes of our Memorandum of Association

The objects and purposes of as set forth in Section III of our Memorandum of Association have been filed previously in our Annual Report on Form 20-F. 

General

Our authorized share capital is ₹24,000,000,000 (Rupees two thousand four hundred crore only) divided into 4,800,000,000 (four hundred and eighty crore only) equity shares, having a par value of ₹5/- per share. As of March 31, 2020, 4,258,992,5662021, 4,260,660,846 equity shares were issued, outstanding and fully paid, out of which controlled trust holds 18,239,35615,514,732 equity shares under the 2015 Plan. The equity shares are our only class of share capital. We currently have no convertible debentures or warrants outstanding. As of March 31, 2020,2021, we had 2,091,2939,096,696 and 9,881,2283,050,573 options outstanding to purchase equity shares under the 2015 and 2019 Plans, respectively. For the purpose of this Annual Report on Form 20-F, “shareholder” means a shareholder who is registered as a member in our register of members or whose name appears in the beneficiary position maintained by the depositories.

Buyback proposed on April 2021

In line with the capital allocation policy, the Board at its meeting held on April 14, 2021, approved a proposal for the Company to buyback its own fully paid-up equity shares of face value of ₹ 5/- each (“Equity Shares”) from the equity shareholders of the Company (other than the promoters, the promoters group and persons in control of the Company), being 14.87% and 13.53% of its total paid-up capital and free reserves as on March 31, 2021 (on a standalone and consolidated basis, respectively) for an amount, payable in cash, aggregating up to ₹ 9,200 crore (Rupees Nine Thousand Two Hundred crore only) (“Maximum Buyback Size”) (approximately $1,227 million*) which is less than 15% of the aggregate of the total paid-up share capital and free reserves of the Company, based on the latest audited financial statements of the Company as at March 31, 2021 (on a standalone and consolidated basis), for a price not exceeding ₹ 1,750/- (Rupees One Thousand Seven Hundred and Fifty only) per Equity Share ("Maximum Buyback Price") (approximately $23.3 per share*) in open market through the Indian stock exchanges, in accordance with the provisions of the Securities and Exchange Board of India (Buy-Back of Securities)


Regulations, 2018 (as amended) ("Buyback Regulations”) and the Companies Act, 2013 and the rules made thereunder (“Buyback”). ADS holders are permitted to convert their ADS into Equity Shares, and, subsequently, opt to sell such Equity Shares on the Indian stock exchanges during the Buyback period. The Maximum Buyback Size does not include any expenses or transaction costs incurred or to be incurred for the Buyback, such as, brokerage, filing fees, advisory fees, intermediaries’ fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as buyback tax, securities transaction tax, goods and services tax, stamp duty etc. and other incidental and related expenses.

Subject to the market price of the Equity Shares being equal to the Maximum Buyback Price, the indicative maximum number of Equity Shares bought back would be 52,571,428 Equity Shares (“Maximum Buyback Shares”), comprising approximately 1.23% of the paid-up capital of the Company as of March 31, 2021 (on a standalone basis). If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the Maximum Buyback Shares but will always be subject to the Maximum Buyback Size. The Company shall utilize at least 50% of the amount earmarked as the Maximum Buyback Size for the Buyback i.e. ₹ 4,600 crore (Rupees Four Thousand Six Hundred crore only) (“Minimum Buyback Size”). Based on the Minimum Buyback Size and Maximum Buyback Price, the Company would purchase a minimum of 26,285,714 Equity Shares.

The Board has constituted a buyback committee (the "Buyback Committee"), comprising, Chief Operating Officer, the Chief Financial Officer, the Deputy Chief Financial Officer, the General Counsel and the Company Secretary of the Company. The Buyback Committee has the power to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback. The Buyback is subject to the approval of the members of the Company by way of a special resolution and all other applicable statutory/ regulatory approvals.

* USD-INR rate of 75.00

Buyback completed in August 2019

In line with the Capital Allocation Policy announced in April 2018, the shareholders approved the buyback of equity shares under the open market route through the Indian stock exchanges, amounting to ₹8,260 crore (maximum buyback size) at a price not exceeding ₹800 per share (maximum buyback price), through the postal ballot that concluded on March 12, 2019.

The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the open market route through the stock exchange. The buyback of equity shares through the stock exchange commenced on March 20, 2019 and was completed on August 26, 2019.

During this buyback period the Company had purchased and extinguished a total of 110,519,266 equity shares from the stock exchange at an average buyback price of ₹747.38/- per equity share comprising 2.53% of the pre buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of ₹8,260 crore (excluding transaction costs). The Company funded the buyback from its free reservesreserves.


The Company has allotted 2,184,191,490 fully paid up equity shares (including treasury shares) of face value ₹5/- each during the year ended March 31, 2019 pursuant to a bonus issue approved by the shareholders through postal ballot. Record Date fixed by the Board of Directors was September 5, 2018. The bonus shares were issued by capitalization of profits transferred from general reserve. Bonus share of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, has been allotted. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder remains unchanged. Options granted under the stock option plan have been adjusted for bonus shares.

The bonus shares rank pari passu in all respects and carry the same rights as the existing equity share and holders of the bonus shares are entitled to participate in full in any dividend and other corporate action recommended and declared.

Dividends

Under the Companies Act, 2013 our Board recommends the payment of a dividend which is then approved by our shareholders in a general meeting. However, the Board is not obliged to recommend a dividend.

Under our Articles of Association and the Companies Act, 2013 the Company in the Annual General Meeting (‘AGM’) may declare dividend, to be paid to shareholders according to their respective rights and interests in profits. No dividends shall exceed the amount recommended by Board. In India, dividends are generally declared per equity share and are to be distributed and paid to shareholders in cash and in proportion to the paid-up value of their shares, within 30 days of the AGM at which the dividend is approved by shareholders. Pursuant to our Articles of Association and the Indian Companies Act, our Board has the discretion to declare and pay interim dividends without shareholder approval in compliance with the conditions specified under the Companies Act, 2013. As per the terms of our listing of the equity shares and ADSs of the Company, we are required to inform the stock exchanges, on which our equity shares and ADSs are listed, of the dividend declared per equity share and the record date/book closure date for determining the shareholders who are entitled to receive dividends. Under the Companies Act, 2013, dividend can be paid only in cash to registered shareholders as of the record date. Dividend may also be paid in cash or by cheque or warrant or in any electronic mode to the shareholder.

The Companies Act, 2013 provides that any dividends that remain unpaid or unclaimed after a period of 30 days from the date of declaration of a dividend are to be transferred to a special bank account opened by the company at an approved bank. We transfer any dividends that remain unpaid or unclaimed within seven days from the date of expiry of the 30 days to such account. If any amount in this account has not been claimed by the eligible shareholders within seven years from the date of the transfer, we transfer the unclaimed dividends to an Investor Education and Protection Fund (IEPF) established by the Government of India under the provisions of the Companies Act, 2013. After the transfer to this fund, such unclaimed dividends may not be claimed by the shareholders entitled to receive such dividends from the company. Further, according to the IEPF Rules, the equity shares in respect of which dividend has not been paid or claimed by the equity shareholders for seven consecutive years or more shall also be transferred to IEPF Authority. 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.

Under the Companies Act, 2013 dividends may be paid out of profits of a company in the year in which the dividend is declared after providing for depreciation or out of the undistributed profits of previous fiscal years after providing for depreciation. Before declaring any dividend in any financial year, a company may transfer a percentage of its profits which it considers appropriate to its reserves.

The Companies Act, 2013 further provides that in the event of an inadequacy or absence of profits in any year, a dividend may be declared for such year out of the company’s accumulated profits that have been transferred to its free reserves, subject to the following conditions:

The dividend rate declared shall not exceed the average of the rates at which dividends were declared by the company in the three years immediately preceding that year (this condition is not applicable where the company has not declared dividends in the three financial years immediately preceding that year);.


The total amount to be drawn from the accumulated profits earned in the previous years and transferred to the reserves may not exceed an amount equivalent to 10% of the sum of its paid-up capital and free reserves as appearing in the latest audited financial statement, and the amount so drawn is to be used first to set off the losses incurred in the fiscal year in which dividend is declared before any dividends in respect of equity shares are declared;

The total amount to be drawn from the accumulated profits earned in the previous years may not exceed an amount equivalent to 10% of the sum of its paid-up capital and free reserves as appearing in the latest audited financial statement, and the amount so drawn is to be used first to set off the losses incurred in the fiscal year in which dividend is declared before any dividends in respect of equity shares are declared.

The balance of reserves after such withdrawals shall not fall below 15% of the company’s paid-up capital as appearing in the latest audited financial statement.

The Company cannot declare dividend unless carried over previous losses and depreciation which are not provided in previous year or years are set off against profit of the company for the current year during which the dividend is sought to be declared.

Bonus Shares

In addition to permitting dividends to be paid out of current or retained earnings as described above, the Companies Act, 2013 permits a company to distribute an amount transferred from its free reserves to its shareholders in the form of bonus shares (similar to a stock dividend). The Companies Act, 2013 also permits the issuance of bonus shares from capitalization of the securities premium account and the capital redemption reserve account. Bonus shares are distributed to shareholders in the proportion recommended by the Board and such announcement of the decision of the Board recommending an issue of bonus shares cannot be subsequently withdrawn. Shareholders of the company on a fixed record date are entitled to receive such bonus shares.

Any issue of bonus shares would be subject to the guidelines issued by the SEBI in this regard. The relevant SEBI guidelines prescribe that no company shall issue any equity shares by way of bonus unless is authorized by its articles of association, has made reservation of equity shares of the same class in favor of the holders of outstanding compulsorily convertible debt instruments, if any, in proportion to the convertible portion thereof (which may be issued at the time of conversion of the debt instruments on the same terms or same proportion at which the bonus shares were issued). The bonus issue must be made out of free reserves, securities premium account or capital redemption reserve account, and built out of the genuine profits or share premium collected in cash only. The bonus issue cannot be made unless the partly paid shares, if any existing, are made fully paid-up. Further, for the issuance of such bonus shares a company should not have defaulted in the payment of interest or principal in respect of fixed deposits and interest on existing debentures or principal on redemption of such debentures. A company is not allowed to declare bonus in lieu of dividend. Further a company should have sufficient reason to believe that it has not defaulted in respect of the payment of statutory dues of the employees such as contribution to provident fund, gratuity, bonus, etc. The issuance of bonus shares must be implemented within 15 days from the date of approval by the Board (where shareholders’ approval is not required), provided that where the company is required to seek shareholders’ approval for capitalization of profits or reserves for making the bonus issue, it shall be implemented within two months from the date of approval by the Board The bonus issue cannot be withdrawn after the decision to make a bonus issue has been announced.

Consolidation and Subdivision of Shares

The Companies Act, 2013 permits a company to split or combine the par value of its shares at a general meeting of the shareholders, if so, authorized by its Articles of Association, with the approval of its shareholders. Shareholders on record on a fixed record date are entitled to receive the split or combination.


Pre-emptive Rights and Issue of Additional Shares

The Companies Act, 2013 gives shareholders the right to subscribe to new shares in proportion to their respective existing shareholdings in the event of a further issue of shares by a company, unless otherwise determined by a special resolution passed by a general meeting of the shareholders. Under the Companies Act, 2013 in the event of a pre-emptive issuance of shares, subject to the limitations set forth above, a company must first offer the new shares to the shareholders on a fixed record date. The offer must include: (i) the right, exercisable by the shareholders on record, to renounce the shares offered in favor of any other person; and (ii) the number of shares offered and the period of offer, which may not be less than 15 days and not exceeding 30 days from the date of offer. If the offer is not accepted it is deemed to have been declined and thereafter the Board is authorized under the Companies Act, 2013 to distribute any new shares not purchased by the pre-emptive rights holders in the manner which is not disadvantageous to the shareholders and the company.

Meetings of Shareholders

We must convene an AGM of shareholders each year within 15 months of the previous AGM or within five months of the end of the previous fiscal year, whichever is earlier. In certain circumstances a three-month extension may be granted by the Registrar of Companies to hold the AGM. The AGM of the shareholders is generally convened by our Company Secretary pursuant to a resolution of the Board. In addition, the Board may convene an Extraordinary General Meeting (EGM) of shareholders when necessary or at the request of a shareholder or shareholders holding at least 10% of our paid-up capital carrying voting rights. Written notice setting out the agenda of any meeting must be given at least 21 days prior to the date of any general meeting to the shareholders of record, excluding the days of mailing and date of the meeting. The EGM of shareholders must be held at a place within India. The AGM of shareholders must be held at our registered office or at such other place within the city in which the registered office is located.

Voting Rights

At any general meeting, to provide opportunity to the shareholders for exercising their votes towards the resolutions proposed at the AGM, the Company arranges for e-voting facility and voting through ballot will also be made available at the AGM and the members who have not already cast their vote by remote e-voting can exercise their vote at the AGM. The Chairperson has a casting vote in the case of tie. Any shareholder of the Company entitled to attend and vote at a meeting of the Company may appoint a proxy. The instrument appointing a proxy must be delivered to the company at least 48 hours prior to the meeting. Unless the articles of association otherwise provide, a proxy may not vote except on a poll. A corporate shareholder may appoint an authorized representative who can vote on behalf of the shareholder, upon remote e-voting or at the general meeting. An authorized representative is also entitled to appoint a proxy. Pursuant to the Listing Regulations, it is mandatory for remote e-voting facilities to be provided to all shareholders in respect of all shareholders’ resolutions in accordance with the procedure prescribed under the Indian Companies Act.

As per the Companies Act, 2013 ordinary resolutions may be passed by simple majority at any general meeting for which the required period of notice has been given. However, special resolutions for matters such as amendments to the articles of association, the waiver of preemptive rights for the issuance of any new shares and a reduction of share capital, require that votes cast in favor of the resolution (whether by show of hands or on a poll) are not less than three times the number of votes, if any, cast against the resolution by members so entitled and voting. Certain resolutions such as those listed below are to be voted on only by a postal ballot:

alteration of the objects clause of the memorandum;

alteration of the articles of association to constitute the Company into private company;

change in place of registered office outside the local limits of any city, town or village;

change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised;

issue of shares with differential rights as to voting or dividend or otherwise under Section 43 (a)(ii) of the Companies Act, 2013;

variation in the rights attached to a class of shares or debentures or other securities as specified under Section 48 of the Companies Act, 2013;


buy-back of shares;

buy-back of shares;

election of a director under Section 151 of the Companies Act, 2013;

sale of the whole or substantially the whole of an undertaking of a company as specified under Section 180 (1) (a) of the Companies Act, 2013; and

giving loans or extending guarantee or providing security in excess of the limit specified under Section 186 (3) of the Companies Act, 2013.

 

However, any company which is required to mandatorily provide its members facility to exercise their right to vote on resolutions at a general meeting by electronic means, can pass the above-mentioned resolutions through electronic vote instead of postal ballot. Companies whose equity shares are listed on a recognized stock exchange and if it has not less than one thousand members are compulsorily required to provide their members facility to exercise their right to vote on resolutions at a general meeting by electronic means. The equity shares of the Company are listed on a recognized stock exchange and it has more than one thousand members. Hence, the Company is eligible to pass the above-mentioned resolutions by electronic vote.

Register of Shareholders, Record Dates, Transfer of Shares

We maintain a register of shareholders held in electronic form through National Securities Depository Limited and the Central Depository Services (India) Limited. To determine which shareholders are entitled to specified shareholder rights such as a dividend or a rights issue, we may close the register of shareholders for a specified period not exceeding 30 days at one time. The date on which this period begins is the record date. The Companies Act, 2013 requires us to give at least seven working days’ prior notice to the public in the prescribed manner before such closure, unless a lesser period is specified by the SEBI. We may not close the register of shareholders for more than thirty consecutive days at any one time, and in no event for more than forty-five days in a year. The Listing Regulations also prescribe that there should be a time gap of at least thirty days between two record dates.

Following the introduction of the Depositories Act, 1996, and the repeal of Section 22A of the Securities Contracts (Regulation) Act, 1956, which enabled companies to refuse to register transfers of shares in some circumstances, the equity shares of a public company are freely transferable, subject only to the provisions of Section 58 of the Companies Act, 2013 and Regulation 40 of the Listing Regulations. Since we are a public company, the provisions of Section 58 will apply to us. In accordance with the provisions of Section 58(2) of the Companies Act, 2013, the securities or other interests of the member are freely transferable except where there is any contract or arrangement between two or more persons in respect of transfer of securities, which may be enforced as a contract. If our Board refuses to register a transfer of shares, the shareholder wishing to transfer his, her or its shares may file an appeal with the National Company Law Tribunal.

Pursuant to Section 59 (4) of the Companies Act, 2013, if a transfer of shares contravenes any of the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956 and Securities and Exchange Board of India Act, 1992 or the regulations issued thereunder or any other Indian laws, the National Company Law Tribunal may, on application made by the relevant company, a depository, company, Depositary participant, the holder of securities or the SEBI, direct any company or a Depositary to set right the contravention and to rectify the registers, records of members and / or beneficial owners.

 

Our transfer agent for our equity shares is KFin Technologies Private Limited (Formerly Karvy Fintech Pvt. Ltd.) located in Selenium Tower B, Plot Nos. 31 & 32, Financial District Nanakramguda, Serilingampally Mandal, Hyderabad – 500032, India.

The SEBI vide its amendment notification dated June 8, 2018 and through additional notificationclarification dated May 27, 2019 clarified that effective April 1, 2019 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. To that extent, transfer of securities of public companies held physically is restricted by the Government of India and such shares will be transferable if converted and held in dematerialized mode.


Disclosure of Ownership Interest

Section 89 of the Companies Act, 2013 requires holders of record who do not hold beneficial interests in shares of Indian companies to declare to the company certain details, including the nature of the holder’s interest and details of the beneficial owner. Any person who fails to make the required declaration within 30 days may be liable for a fine of up to ₹50,000 and where the failure is a continuing one, further fine of ₹1,000₹200 for each day that the declaration is not made. Beneficial interest in a share includes, directly or indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person alone or together with any other person to: (i) exercise or cause to be exercised any or all of the rights attached to such share; or (ii) receive or participate in any dividend or other distribution in respect of such share.  Failure to comply with Section 89 will not affect the obligation of the company to pay any dividends to the registered holder of any shares pursuant to which such declaration has not been made. While it is unclear under Indian law whether Section 89 applies to holders of ADSs of the company, investors who exchange ADSs for the underlying equity shares of the company will be subject to the restrictions of Section 89. Additionally, holders of ADSs may be required to comply with such notification and disclosure obligations pursuant to the provisions of the Deposit Agreement entered into by such holders, the company and the Depositary.

Declaration of Significant beneficial ownership in the Company

Section 90 of the Companies Act, 2013 requires individual shareholders who acting alone or together, or through one or more persons or trust, including a trust and person’s resident outside India, holding beneficial interest of not less than 10% in shares of a company or the right to exercise, or the actual exercising of significant influence or control over the company shall make a declaration to the company, specifying the nature of his interest. The Companies (Significant Beneficial Ownership) Rules, 2018 (as amended from time to time) prescribe the thresholds and applicable rules for identifying a 'significant beneficial owner' and provides for filings and disclosures to be made in the event of change in details. Any person failing to submit the required disclosures is punishable with imprisonment for a termminimum fine of fifty thousand rupees which may extend to one year or a minimum fine of onetwo lakh rupees, but which may extend to ten lakh rupees or both imprisonment and fine.rupees. Where the failure is a continuing one, the individual will be levied a further fine which may extend to one thousand rupees for every day after the first during which the failure continues.

Audit and Annual Report

Under the Companies Act, 2013 a company must file its financial statements with the Registrar of Companies within 30 days from the date of the AGM. Copies of the annual report along with the notice of the AGM are sent to the shareholders are required to be submitted to the stock exchanges on which the company’s shares are listed and published on the company’s website not later than the day of commencement of dispatch to its shareholders. At least 21 days before the AGM of the shareholders, a listed company must distribute soft copies of the full annual report to all those shareholders who have registered their email addresses for this purpose, physical copies of Annual Report to its shareholders who have not registered their email addresses for this purpose and to those shareholders who ask for the same. A company must also file an annual return containing a list of the company’s shareholders and other company information, within 60 days of the conclusion of the AGM.

Reduction of Share Capital

Under the Companies Act, 2013 a Company may by a special resolution and approval of the court / tribunal of the state in which the registered office of the company is situated reduce the share capital in the manner prescribed by the Companies Act. 2013. However, such reduction shall be authorized by the articles of association of the company. These provisions shall not apply in the case of a buyback of shares by the Company.


Company Acquisition of Equity Shares

A company may acquire its own equity shares without seeking the approval of the court or National Company Law Tribunal in compliance with prescribed rules, regulations and conditions of the Indian Companies Act. In addition, public companies which are listed on a recognized stock exchange in India must comply with the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (Buy-back Regulations). Since we are a public company listed on two recognized stock exchanges in India, we would have to comply with the relevant provisions of the Companies Act, 2013 and the provisions of the Buy-back Regulations. In order for the ADS holders to participate in a Company’s purchase of its own shares, the ADS holders must have previously taken certain actions in order to withdraw the equity shares underlying the ADSs held by the ADS holders in advance of the record date fixed for the buyback and should have become holders of equity shares on such record date.

There can be no assurance that shares offered by an ADS investor in any buyback of shares by us will be accepted by us. Any conversion of ADS into underlying equity shares and re-conversion of such equity shares into ADS is currently subject to limits of permissible foreign shareholding in the Company. Foreign investment of up to100% of our share capital is currently permitted by Indian laws. Participation by ADS holders to in a buyback is also subject to Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder, if any, Income Tax Act, 1961 and rules and regulations framed thereunder, the Depository Receipts Scheme, 2014, as applicable, Circular on framework for issue of Depositary Receipts dated October 10, 2019 read with circular SEBI/HO/MRD2/DCAP/CIR/P/2 dated November 28, 2019, SEBI/HO/MRD/DCAP/CIR/P/2020/190 dated October 01, 2020 and SEBI/HO/MRD2/DCAP/CIR/P/2020/243 dated December 18,2020 and also subject to such approvals, if and to the extent necessary or required from concerned authorities including, but not limited to, approvals from the RBI under Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder, if any. ADS investors are advised to consult their legal advisors for advice prior to participating in any buyback by us, including advice related to any related regulatory approvals and tax issues.

Liquidation Rights

As per the Indian Companies Act and the Insolvency and Bankruptcy Code, 2016, certain payments have preference over payments to be made to equity shareholders. These payments having preference include payments to be made by the Company to its employees, taxes, payments to secured and unsecured lenders and payments to holders of any shares entitled by their terms to preferential repayment over the equity shares. In the event of our winding-up, the holders of the equity shares are entitled to be repaid the amounts of paid-up capital or credited as paid-upon those equity shares after payments have been made by the Company as set out above. Subject to such payments having been made by the Company, any surplus assets are paid to holders of equity shares in proportion to their shareholdings.

Redemption of Equity Shares

Subject to the buy-back of shares as set out in the section titled “Company Acquisition of Equity Shares”, under the Companies Act, 2013 equity shares are not redeemable.

Discriminatory Provisions in Articles

There are no provisions in our Articles of Association discriminating against / in favor of any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares. There are no restrictions on the securities of the Company by any other class of securities or contractscontracts.


Alteration of Shareholder Rights

Under the Companies Act, 2013 and subject to the provisions of the memorandum or articles of association of a company, the rights of any class of shareholders can be altered or varied (i) with the consent in writing of the holders of not less than three-fourths of the issued shares of that class; or (ii) by special resolution passed at a separate meeting of the holders of the issued shares of that class. However, if the variation by one class of shareholders affects the rights of any other class of shareholders, the consent of three-fourths of such other class of shareholders shall also be required. In the absence of any such provision in the articles, such alteration or variation is permitted as long as it is not prohibited by the terms of the issue of shares of such a class.

Limitations on the Rights to Own Securities

The limitations on the rights to own securities of Indian companies, including the rights of non-resident or foreign shareholders to hold securities, are discussed in the sections entitled ‘Currency Exchange Controls’ and ‘Risk Factors’ in Items 10 and 3 of this Annual Report.

Provisions on Changes in Capital

Our authorized capital can be altered by an ordinary resolution of the shareholders in a general meeting. The additional issue of shares is subject to the pre-emptive rights of the shareholders. In addition, a company may increase its share capital, consolidate its share capital into shares of larger face value than that of its existing shares or sub-divide its shares by reducing their par value, subject to an ordinary resolution of the shareholders in a general meeting.

Takeover Code

Under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Code”), upon acquisition of shares or voting rights in a public listed Indian company such that the aggregate shares or voting rights of the acquirer (meaning a person who directly or indirectly, acquires or agrees to acquire shares or voting rights in a target company, or acquires or agrees to acquire control over the target company, either by himself or together with any person acting in concert) is 5% or more of the shares of the company, the acquirer is required to, within two working days of such acquisition of shares or voting rights or receipt of intimation of allotment of shares, disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges in which the shares of the company are listed.

Further, an acquirer, who, together with persons acting in concert with him, holds shares or voting rights entitling them to 5% or more of the shares or voting rights in a target company must disclose the number of shares or voting rights held and change in shareholding or voting rights from the last disclosure made if it exceeds 2% of the total shareholding or voting rights in the company to the company and to the stock exchanges on which the shares of the company are listed, within two working days of such acquisition of shares or voting rights or sale or receipt of intimation of allotment of such shares. This disclosure is required, in case of a sale, even if such sale results in the shareholding of the acquirer falling below 5%.

Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, has to disclose to the company and to stock exchanges, their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company within seven working days from the end of the financial year.

The acquisition of shares or voting rights which entitles the acquirer and persons acting in concert with him to exercise 25% or more of the voting rights in or control over the target company triggers a requirement for the acquirer and the persons acting in concert with him to make an open offer to acquire at least 26% of the total shares of the target company for an offer price determined as per the provisions of the Takeover Code. The acquirer is required to make a public announcement for an open offer on the date on which it is agreed to acquire such shares or voting rights. However, acquisition beyond 5 % but up to 10% of the voting rights in a target has been permitted for the financial year of 2020-2021, if the acquisition is by a promoter pursuant to preferential issue of equity shares by the target company.


Where the public shareholding in the target company is reduced to a level below the limit specified in the Listing Regulations read with SEBI circular SEBI/HO/CFD/CMD/CIR/P/43/2018 dated February 22, 2018 (which superseded the SEBI circular CIR/CFD/CMD/14/2015 dated November 30, 2015) on account of shares being acquired pursuant to an open offer, the acquirer is required to take necessary steps to facilitate compliance with the public shareholding threshold within the time prescribed in the Securities Contract (Regulation) Rules, 1957. Pursuant to an amendment to the Takeover Code dated March 24, 2015, an acquirer can make an offer for delisting the company if such acquirer declares his intention to do so at the time of making the public announcement of an open offer. In other instances, (where the shareholding of the acquirer exceeds the maximum permissible non-public shareholding in the company pursuant to an open offer), the acquirer will not be eligible to make a voluntary delisting offer under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, unless 12 months have elapsed from the date of the completion of offer period.

Since we are a listed company in India, the provisions of the Takeover Code will apply to us and to any person acquiring our equity shares or voting rights in our Company.

The ADSs entitle ADS holders to exercise voting rights in respect of the Deposited Equity Shares (as described in the section titled “Voting Rights of Deposited Equity Shares Represented by ADSs”). Accordingly, the requirement to make an open offer of at least 26% of the shares of a company to the existing shareholders of the Company would be triggered by an ADS holder and any persons acting in concert with such ADS holder where the shares that underlie the holder’s (and any persons acting in concert with him) ADSs represent 25% or more of the shares or voting rights of the Company.

Pursuant to the Listing Regulations, we have entered into listing agreements with each of the Indian stock exchanges on which our equity shares are listed, and must report to the stock exchanges any disclosures made to the Company pursuant to the Takeover Code. Our Articles of Association do not contain a provision that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company.

Maintenance of Minimum Public Shareholding as a Condition for Continuous Listing

The Securities Contracts (Regulation) Rules, 1957 were amended on June 4, 2010 to make it mandatory for all listed companies in India to have a minimum public shareholding of 25%. The term ‘public shareholding’ for these purposes means equity shares of the company held by the public and includes shares underlying depository receipts if (i) the holder of such depository receipts has the right to issue voting instruction and (ii) such depository receipts are listed on an international exchange in accordance with the Depository Receipt Scheme, 2014. Equity shares of a company held by a trust set up for implementing employee benefit schemes under the regulations framed by the SEBI is excluded from ‘public shareholding’.

Existing listed companies having a lower public shareholding are required to reach the prescribed threshold of 25% by: 

 

a.

sale of shares held by the promoters / promoters group up to 2% of the total paid-up equity share capital in the open market, subject to five times' average monthly trading volume of the shares; or

 

b.

allotment of eligible securities through qualified institutional placement in terms of Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; or

 

c.

issuance of shares to public through prospectus; or

 

d.

offers for sale of shares held by promoters to public through prospectus; or

 

e.

sale of shares held by promoters through the secondary market in terms of SEBI guidelines; or

 

f.

rights issues to public shareholders, with promoter / promoter group shareholders forgoing their entitlement to equity shares, whether present or future, that may arise from such issue; or

 

g.

bonus issues to public shareholders, with promoter / promoter group shareholders forgoing their entitlement to equity shares, whether present or future, that may arise from such issue; or

 

h.

any other method as may be approved by SEBI on a case to case basis.

As of March 31, 2020,2021, our public shareholding was approximately at 86.42%86.69%.


Voting Rights of Deposited Equity Shares Represented by ADSs

Under Indian law, voting in relation to the equity shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least 10% of the total shares entitled to vote on the resolution or by those holding shares with an aggregate paid-up capital of at least ₹5,00,000. However, every company whose equity shares are listed on a recognized stock exchange and every company having not less than one thousand members shall provide to its members a facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means. The Listing Regulations now provide that an e-voting facility must be mandatorily provided to shareholders in respect of all shareholders’ resolutions to in accordance with the procedure prescribed in the Indian Companies Act. A proxy including body corporate represented by an authorized representative) may vote for the resolution.

As soon as practicable after receipt of notice of any general meetings or solicitation of consents or proxies of holders of shares or other deposited securities, our Depositary shall fix a record date for determining the holders entitled to give instructions for the exercise of voting rights. The Depositary shall then mail to the holders of ADSs a notice stating (i) such information as is contained in such notice of meeting and any solicitation materials, (ii) that each holder on the record date set by the Depositary will be entitled to instruct the Depositary as to the exercise of the voting rights, if any pertaining to the deposited securities represented by the ADSs evidenced by such holder’s ADRs, (iii) the manner in which such instruction may be given, including instructions to give discretionary proxy to a person designated by us, and (iv) as per the agreement with the Depositary if the Depositary does not receive instructions from a holder, he would be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by us to vote such deposited securities, subject to satisfaction of certain conditions.

As per the agreement with the Depositary, on receipt of the aforesaid notice from the Depositary, our ADS holders may instruct the Depositary on how to exercise the voting rights for the shares that underlie their ADSs. For such instructions to be valid, the Depositary must receive them on or before a specified date.

The Depositary will try, as far as is practical, and in accordance with the terms of the agreement and subject to the provisions of Indian law and our Memorandum of Association and our Articles of Association, to vote or to have its agents vote in relation to the shares or other deposited securities as per our ADS holders’ instructions. The Depositary will only vote or attempt to vote as per an ADS holder’s instructions. The Depositary will not itself exercise any voting discretion.

As per the agreement with the Depositary, neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast, or for the effect of any vote. There is no guarantee that our ADS holders will receive voting materials in time to instruct the Depositary to vote and it is possible that ADS holders, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Insider Trading Regulations

The Insider Trading Regulations covers within its ambit both listed and proposed to be listed securities and in addition with trading, also specifies that communication or procuring unpublished price sensitive information in violation of the Insider Trading Regulations as an offence. In terms of the Insider Trading Regulations, the promoters, members of promoter group, key managerial personnel and directors of a company are required to disclose their respective holding of securities of the company within seven days of their appointment or becoming a promoter or members of promoter group. Further, every promoter, members of promoter group, designated person and director of a company is required to disclose to the company the number of securities acquired or disposed of by such individual within two trading days of a transaction, if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ₹1,000,000 or such other value as may be prescribed. The company is required to notify the stock exchanges where its securities are listed within two days of receipt of such disclosure or becoming aware of such information. Any company whose securities are listed on a stock exchange may, at its discretion, require any other connected person or class of connected persons to make disclosures of holdings and trading in securities of the company.

 

 


MATERIAL CONTRACTS

We have entered into agreements with our executive directors, Salil Parekh, our Chief Executive Officer and Managing Director and Mr. U.B. Pravin Rao, our Chief Operating Officer.


Mr. Parekh’s employment agreement provides for an annual salary, variable pay, stock compensation, employee benefits, vacation, expenses, minimum and maximum remuneration. Mr. Parekh’s agreement is for an initial term of five years with option to renew for a three-year term on mutually agreed term and subject to shareholder approval. Mr. Parekh and the Company have agreed to provide each other with 90 days’ notice prior to terminating the agreement. Mr. Parekh may be entitled to severance benefits depending on the circumstances of his termination of employment. The form of the employment agreement with Mr. Parekh has been filed previously with Annual Report on Form 20-F. Theand addendum to the employment agreement have been filed previously with Mr. Parekh is filed as an exhibit to thisour Annual Report on Form 20-F.

Mr. Rao’s employment agreement provides for an annual salary, variable pay, bonuses, performance-based stock compensation and other terms including employee benefits, vacation, expenses and minimum remuneration. Mr. Rao and the Company have agreed to provide each other with three months’ notice prior to terminating the agreement. Mr. Rao may be entitled to severance benefits depending on the circumstances of his termination of employment. The form of the employment agreement with Mr. Rao has been filed previously with Annual Report on Form 20-F. Theand addendum to the employment agreement have been filed previously with Mr. Rao is filed as an exhibit to thisour Annual Report on Form 20-F.

The Company has not entered into any material contracts, other than contracts with its CEO and COO during the two years immediately preceding publication of this Form 20F. The copies of such employment agreements were filed previously with theour Annual Report on Form 20F.20-F.

We have also entered into agreements to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law. These agreements, among other things, indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Infosys Limited, arising out of such persons’ services as our director or officer, expenses in relation to public relation consultation if required. The form of indemnification agreements for directors and officers has been filed previously with theour Annual Report on Form 20-F.

 

CURRENCY EXCHANGE CONTROLS

General

The subscription, purchase and sale of shares of an Indian company are governed by various Indian laws restricting the issuance of shares by the Company to non-residents or subsequent transfer of shares by or to non-residents. These restrictions have been relaxed in recent years. Set forth below is a summary of various forms of investment, and the restrictions applicable to each, including the requirements under Indian law applicable to the issuance of ADSs.

Foreign Direct Investment Issuances by the Company

Subject to certain conditions, under the recently amended regulations, foreign direct investment in most industry sectors does not require prior approval of Government of India or the RBI, if the percentage of equity holding by all foreign investors does not exceed specified industry-specific thresholds. These conditions include certain minimum pricing requirements, compliance with the Takeover Code (as described above), and ownership restrictions based on the nature of the foreign investor (as described below). Purchases by foreign investors of ADSs are treated as direct foreign investment in the equity issued by Indian companies for such offerings. Foreign investment of up to 100% of our share capital is currently permitted by Indian laws. With a view to safeguard domestic organizations from hostile or opportunistic acquisitions in the midst of the COVID-19 pandemic, by way of the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 issued on April 22, 2020, the Ministry of Finance has made the prior approval of the Government mandatory for receiving foreign investments (including the subsequent transfer of ownership), on or after April 22, 2020, from countries that share land border with India. This requirement also applies in cases where the beneficial owner of such foreign investment (both at the time of investment and any change thereafter due to transfer of ownership) is situated in or is a resident of a country sharing land border with India.

 


Subsequent Transfers

Restrictions for subsequent transfers of shares of Indian companies between residents and non-residents were relaxed significantly as of October 2004. As a result, for a transfer by way of a private arrangement between a resident and a non-resident of securities of an Indian company in the IT sector, such as ours, no prior approval of either the RBI or the Government of India is required, as long as certain conditions are met. These conditions include compliance, as applicable, with pricing guidelines, the Takeover Code (as described above), and the ownership restrictions based on the nature of the foreign investor (as described below). In case of a sale of shares of


a listed Indian company by a resident to a non-resident, the minimum price per share payable by a non-resident to acquire the shares cannot be less than the higher of:

 

a.

the average of the weekly high and low of the volume weighted average price of equity shares on a stock exchange during the twenty-six weeks prior to the relevant date; or

 

b.

the average of the weekly high and low of the volume weighted average prices of equity shares on a stock exchange during the two weektwo-week period prior to the relevant date.

In case of a sale of shares of a listed Indian company by a non-resident to a resident, the price per share computed in accordance with the procedure set above will be the maximum price per share that can be paid by the resident for the purchase of shares from a non-resident.

A non-resident cannot acquire shares of a listed company on a stock exchange unless such non-resident is (a) registered as a foreign portfolio investor (FPI) with the SEBI; or (b) a person resident outside India who is a citizen of India (NRIs) or (c) a person resident outside India who is registered as an overseas citizen of India cardholder under the Citizenship Act, 1955 (OCIs) or (d) is a person resident outside India investing under the foreign direct investment route (FDI) in 10 percent or more of the post issue paid-up equity capital on a fully diluted basis of a listed Indian company, subject to the Takeover Code.

The conditions prescribed for investment by a non-resident on the stock exchange under the FDI route, are as follows:

 

i.

The non-resident investor should have already acquired and continues to hold control in accordance with the Takeover Code;

 

ii.

The amount of consideration for transfer of shares to non-resident consequent to purchase on the stock exchange may be paid as below:

 

a.

by way of inward remittance through banking channels, or

 

b.

by way of debit to the NRE / FCNR (B) / escrow account maintained in accordance with the Foreign Exchange Management (Deposit) Regulations, 2016;

 

c.

the consideration amount may also be paid out of the dividend payable by Indian investee company, in which the said non-resident holds control as (i) above, provided the right to receive dividend is established and the dividend amount has been credited to special non-resident rupee account (SNRR) opened in terms of Foreign Exchange Management (Deposit) Regulations, 2016 for acquisition of shares on the recognized stock exchange;

 

iii.

The original and resultant investments are in line with the extant foreign direct investment policy and the regulations under the Foreign Exchange Management Act, 1999 in respect of sectoral cap, entry route, reporting requirement and documentation.

Transfers of shares or convertible debentures of the company, by way of sale or gift, between two non-residents are not subject to RBI approvals or pricing restrictions. However, for sectors in which foreign direct investment requires prior Government approval (foreign direct investment in the information technology sector does not require prior Government approval), approval from the Government of India will be required for a transfer between two non-residents.


Investment by Non-Resident Indians and Overseas Citizens of India

NRIs or OCIs are permitted to purchase or sell equity instruments1 of a listed Indian company on repatriation basis, on a recognized stock exchange in India. An NRI or OCI can purchase up to 5% of the total paid-up equity capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures or preference shares or warrants issued by an Indian company, subject to the condition that the total holdings of all NRIs and OCIs together does not exceed 10% of the total paid-up equity capital on a fully diluted basis or should not exceed 10% of the paid-up value of each series of debentures or preference shares or warrants. The 10% ceiling may be exceeded if a special resolution is passed in a general meeting of the shareholders of a company, subject to an overall ceiling of 24%. In addition, NRIs may also make foreign direct investments in Indian companies pursuant to the foreign direct investment route discussed above.

 

Overseas corporate bodies controlled by NRIs, or OCBs, were previously permitted to invest on favorable terms under the Portfolio Investment Scheme. The RBI no longer recognizes OCBs as an eligible class of investment vehicle under various routes and schemes under the foreign exchange regulationsregulations.

 

 

1.1.

Rule 2(k) of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (as amended from time to time, define “equity instruments” to mean equity shares, convertible debentures, preference shares and share warrants issued by an Indian company. Explanation:(i) Equity shares issued in accordance with the provisions of the Companies Act, 2013 shall include equity shares that have been partly paid. “Convertible debentures” means fully, compulsorily and mandatorily convertible debentures. “Preference shares” means fully, compulsorily and mandatorily convertible preference shares. Share Warrants are those issued by an Indian company in accordance with the regulations by the Securities and Exchange Board of India. Equity instruments can contain an optionality clause subject to a minimum lock-in period of one year or as prescribed for the specific sector, whichever is higher, but without any option or right to exit at an assured price. (ii) Partly paid shares that have been issued to a person resident outside India shall be fully called-up within twelve months of such issue or as may be specified by the Reserve Bank from time to time. Twenty- five per cent of the total consideration amount (including share premium, if any) shall be received upfront. (iii) In case of share warrants, at least twenty-five per cent of the consideration shall be received upfront and the balance amount within eighteen months of the issuance of share warrants.

Investment by Foreign Portfolio Investors

Investments by FPIs is governed by the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 (FPI Regulations) as well as the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and the Foreign Exchange Management (Debt Instruments) Regulations, 2019 from an Indian exchange control perspective. FPIs are required to be registered with the designated Depositary participant on behalf of the Securities Exchange Board of India subject to compliance with ‘Know Your Customer’ norms. FPIs can invest only in the permitted securities such as:

 

a.

shares, debentures and warrants issued by a body corporate, listed or to be listed on a recognized stock exchange in India, through primary and secondary markets;

 

b.

units of domestic mutual funds or Exchange Traded Funds, which invest less than or equal to 50% in equity;

 

c.

units of schemes floated by a collective investment scheme;

 

d.

derivatives traded on a recognized stock exchange;

 

e.

dated government securities and treasury bills;

 

f.

credit enhanced bonds;

 

g.

security receipts issued by asset reconstruction companies;

 

h.

debt instruments issued by banks, eligible for inclusion in regulatory capital;

 

i.

listed non-convertible / redeemable preference shares or debentures issued in terms of Regulation 6 of the Foreign Exchange Management (Debt Instruments) Regulations, 2019;

 

j.

non-convertible debentures or bonds issued by an Indian company;

 

k.

Rupee denominated bonds or units issued by infrastructure debt funds;

 

l.

Indian depository receipts;


 

m.

units of Real Estate Investment Trusts, Infrastructure Investment Trusts and Category III Alternative Investment Funds registered with SEBI;

 

n.

any debt securities or other instruments as permitted by the RBI for foreign portfolio investors to invest in from time to time;

 

o.

securitized debt instruments, including any certificate or instrument issued by a special purpose vehicle set up for securitization of assets with banks, financial institutions or non-banking financial institutions as originators;


 

p.

municipal bonds;

 

q.

commercial papers issued by an Indian companycompany; and

 

r.

such other instruments specified by the Securities and Exchange Board of India from time to time.

 

A single foreign portfolio investor (including its investor group) is permitted to purchase equity shares of a company only below 10% of the paid-up equity capital of the company. If the investment made by a person resident outside India in a listed Indian company is less than 10% of the post issue paid-up equity share capital (on a fully diluted basis) of such listed Indian company or less than 10% of the paid up value of each series of capital instruments of such listed Indian company, such investment would be categorized as foreign portfolio investment. However, there is a distinction between such foreign portfolio investment and investment by an entity registered with SEBI as a foreign portfolio investor. In other words, all investments by a SEBI registered FPI will necessarily be categorized as foreign portfolio investments, however investments by entities not registered as FPI with SEBI can also be categorized as ‘foreign portfolio investments’ if it is within the prescribed limits. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the FPI Regulations, a registered Category I FPI may issue offshore derivative instruments (as defined under the FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it in India, as its underlying) only in the event (i) such offshore derivative instruments are issued only to persons who are eligible to obtain registration as Category I FPIs; and (ii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms. An FPI is also required to ensure any transfer of any offshore derivative instrument issued by or on behalf of it is made to persons who fulfill the above requirements. Further, prior consent of the FPI issuing the offshore derivative instrument is obtained for a transfer, except when the persons to whom the offshore derivative instruments are to be transferred to are pre-approved by the FPI. Category II FPIs or persons who would be categorized as Category II FPIs cannot deal in offshore derivative instruments.

The Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (as amended from time to time) ("Non-Debt Rules") provide provides that an FPI may purchase equity instruments of a listed Indian company on a recognized stock exchange in India through public offer/ private placement, subject to the individual and aggregate limits and the conditions specified. Further, under the FPI Regulations, an FPI may sell securities so acquired (i) in an open offer in accordance with the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; or (ii) in an open offer in accordance with the Securities Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or (iii) through buyback of securities by a listed Indian company in accordance with the Securities Exchange Board of India (Buy-back of Securities) Regulations, 2018. An FPI may also acquire securities (i) in any bid for, or acquisition of securities in response to an offer for disinvestment of shares made by the Central Government or any State Government; or (ii) in any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market making or subscribing to unsubscribed portion of the issue in accordance with Chapter IX of the SEBI (ICDR) Regulations, 2018.

As per the Non-Debt Rules, the total holding of each FPI (or an investor group) shall be below 10% of the total paid up equity capital on a fully diluted basis or less than 10% of the paid up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holding of all FPIs put together (i.e., aggregate limit) shall not exceed 24% of the paid up equity capital on a fully diluted basis or paid up value of each series of debentures or preference shares or share warrants. The FPIs investing in breach of the prescribed limit of 10% shall have the option of divesting their holdings within five trading days from the date of settlement of the trades causing the breach. In case the FPI chooses not to divest, then the entire investment in the company by such FPI and its investor group shall be considered as investment under FDI and the FPI and its investor group shall not make further portfolio investment in the company concerned. The aggregate investment limit of 24% mentioned above could also be increased to the sectoral cap / statutory ceiling, as applicable, by the Indian company concerned through a resolution by its board of directors followed by a special resolution to that effect by its shareholders.


With effect fromEffective April 1, 2020, the aggregate limit for investment by FPIs is the sectoral caps applicable to the Indian company as set out under the FDI route. Prior to March 31, 2020, companies were provided the option of setting a lower aggregate limit of 24% or 49% or 74% as deemed fit, instead of the sectoral caps, with the approval of its board of directors and shareholders (through a special resolution). If a company has decreased its aggregate limit to 24% or 49% or 74%, it may subsequently increase such aggregate limit to 49% or 74% or the sectoral cap or statutory ceiling, respectively as deemed fit, with the approval of its board of directors and shareholders (through a special resolution). Once the aggregate limit has been increased to a higher threshold, the Indian company cannot reduce the same to a lower threshold.

Portfolio investment, up to aggregate foreign investment level of 49% or sectoral / statutory cap, whichever is lower, will not be subject to either Government approval or compliance of sectoral conditions, as the case may be, if such investment does not result in transfer of ownership and control of the resident Indian company from resident Indian citizens or transfer of ownership or control to persons resident outside India and other investments by a person resident outside India shall be subject to the conditions of Government approval and compliance of sectoral conditions as laid down in the Non-Debt Rules.

Section 9 of the Income Tax Act was amended vide Finance Act, 2017 so as to clarify that explanation 5 shall not apply to an asset or capital asset, which is held by a non-resident by way of investment, directly or indirectly, in a FII as referred to in clause (a) of the explanation to section 115AD of the Income Tax Act for an assessment year commencing on or after the April 01, 2012 but before the April 01, 2015. This amendment takes effect retrospectively from April 1, 2012 and will, accordingly, apply from assessment year 2012-13 and subsequent assessment years. Section 9 of the Income Tax Act has been further amended so as to clarify that explanation 5 shall not apply to an asset or capital asset, which is held by a non-resident by way of investment, directly or indirectly, in Category-I or Category-II FPI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, made under the Securities and Exchange Board of India Act, 1992 (15 of 1992). This amendment takes effect retrospectively from April 1, 2015 and will, accordingly, apply from assessment year 2015-16 and subsequent assessment years.

Further, Finance Act 2020, dated March 27, 2020, has modified the above proviso to explanation 5. After the amendments, below shall be applicable with effect from April 1, 2020 and will, accordingly, apply in relation to the assessment year 2020-21 and subsequent assessment years.

Explanation 5 shall not apply to an asset or capital asset, which is held by a non-resident by way of investment, directly or indirectly, in a FII as referred to in clause (a) of the explanation to section 115AD of the Income Tax Act for an assessment year commencing on or after the April 01, 2012 but before the April 01, 2015. Further, explanation 5 shall not apply to an asset or capital asset, which is held by a non-resident by way of investment, directly or indirectly, in Category-I or Category-II FPI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 prior to their repeal, made under the Securities and Exchange Board of India Act, 1992 (15 of 1992). Further, following proviso is also inserted vide Finance Act 2020, “Provided also that nothing contained in explanation 5 shall apply to an asset or a capital asset, which is held by a nonresident by way of investment, directly or indirectly, in Category-I foreign portfolio investor under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, made under the Securities and Exchange Board of India Act, 1992.”1992”.

ADSs Issue of securities through the depository receipt mechanism

Issue of securities through the depository receipt mechanism by Indian companies is governed by the Companies Act, 2013, the Companies (Issue of Global Depository Receipts) Rules, 2014 (Depository Receipts Rules) and the Depository Receipts Scheme, 2014 (the “DR Scheme”) and SEBI Circulars dated October 10, 2019, and November 28, 2019on2019, October 01, 2020 and December 18, 2020 on framework for issue of Depositary Receipts.


The Government of India approved the DR Scheme on October 21, 2014, which came into force on December 15, 2014. Consequently, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 (the 1993 Scheme”) has been repealed except to the extent relating to foreign currency convertible bonds. The DR Scheme is in addition to the other policies or facilities, as described above, relating to investments in Indian companies by foreign investors.


Under the DR Scheme, an Indian company, listed or unlisted, private or public, is permitted to issue or transfer permissible securities to a foreign depository for the purpose of issue of a Depository Receipt (“DR”) if such company has not been specifically prohibited from accessing capital markets or dealing in securities subject to the conditions prescribed therein. However, the SEBI vide its circular dated October 10, 2019 (SEBI Circular), has now restricted the scope of issuance of DRs to Companies incorporated in and listed on a recognized stock exchange in India. Permissible securities as per the SEBI Circular have been defined to mean equity shares and debt securities, which are in dematerialized form and rank pari passu with the securities issued and listed on a Recognized Stock Exchange.

The SEBI Circular has notified a detailed framework for issuance of DRs by a listed Indian company. The new framework which has come into force effective October 10, 2019, sets out eligibility requirements as well as certain obligations to be complied with by issuers of DRs. The circular issued on October 1, 2020 requires listed companies to appoint one of the Indian Depository as the "Designated Depository" for the purpose of monitoring of limits in respect of DRs. Further, the Depository Receipts (Amendment) Scheme, 2019 (the “DR Circular”) has also been notified on October 7, 2019 which amends the definition of 'permissible jurisdiction', inter alia, to include the International Financial Services Centre in India.

Previously, under the DR Scheme, Companiescompanies were only required to comply with eligibility requirements pertaining to prohibition from accessing capital markets or dealing in securities. However, the current framework now prescribes certain additional requirements including not being declared as a willful defaulter or a fugitive economic offender.

In addition to the requirements under the Companies Act, 2013 and the DR Scheme, the current framework as under the DR Circular sets out certain additional requirements for issuances of DRs. A permissible holder i.e. holder of DRs now(including its beneficial owner) excludes an Indian and a non – resident Indian, which is over and above the requirements of the DR Scheme. However, in case of issue of DRs to NRIs pursuant to share based employee benefit schemes which are implemented by a company in terms of SEBI (Share Based Employee Benefits) Regulations 2014, a bonus issue and a rights issue, an NRI will not be excluded as a 'permissible holder' of DRs.

The Company has complied with the provisions of the DR Circular effective October 10, 2019.2019, including subsequent notifications issued by SEBI in this regard, as applicable to the Company.

A ‘permissible jurisdiction’ for the purpose of the SEBI Circular means jurisdictions as may be notified by the Central Government from time to time, pursuant to notification no. G.S.R. 669(E) dated September 18, 2019 in respect of sub-rule 1 of rule 9 of Prevention of Money-Laundering (Maintenance of Records) Rules, 2005. A list of 'permissible jurisdictions' has been subsequently notified by the Central Government vide a notification dated November 28, 2019. Accordingly, SEBI vide its circular dated November 28, 2019 notified the list of 'permissible jurisdictions' pursuant to the SEBI Circular.

A listed company issuing DRs is also now required to file with the Indian stock exchanges, any public disclosure made to the international stock exchange within 24 hours from the date of filing. The issuer would also be required to file the offer document for an initial issue of DRs with SEBI and the stock exchanges to seek their comments, if any.

A listed company issuing DRs is also required to ensure compliance with extant laws including compliance with the minimum public shareholding requirements and limits on foreign investment holding under the FEMA. As regards pricing, the current framework provides that the pricing of DR issuances would have to be undertaken at a minimum price equivalent to the price determined for corresponding mode of issue to domestic investors.

Furthermore, the current requirements relating to exercise of voting rights have also been modified under the new framework. Under the DR Scheme, while the exercise of voting rights on the shares underlying the DRs could be dealt with contractually under the deposit agreement, if such voting rights were not exercisable by the DR holders, the shares would not be counted towards minimum public shareholding requirements. However, under the revised framework, voting rights on the underlying shares are mandatorily required to be exercised only by DR holders.


The summary provided above is based on laws applicable as on March 31, 2021 and is not intended to constitute a complete analysis of all laws applicable to the Company and its securities or a substitute for professional legal advice.

TAXATION

Indian Taxation 

General. The following summary is based on the law and practice of the Income-tax Act, 1961, or Income-tax Act, including the special tax regime contained in Sections 115AC and 115ACA of the Income-tax Act read with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, or the Scheme,, as amended.amended (the “Scheme”).

The Income-tax Act is amended every year by the Finance Act of the relevant year. Some or all of the tax consequences of Sections 115AC and 115ACA may be amended or changed by future amendments to the Income-tax Act.

We believe this information is materially complete as of the date hereof. However, these details are not intended to constitute a complete analysis of the individual tax consequences to non-resident holders or employees under Indian law for the acquisition, ownership and sale of ADSs and equity shares.

EACH INVESTOR OR PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISORS WITH RESPECT TO INDIAN AND LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.

Residence. For purposes of the Income-tax Act, an individual is considered to be a resident of India during any fiscal year if he or she is in India in that year for a period or periods amounting to at least 182 days; or at least 60 days and, within the four preceding years has been in India for a period or periods amounting to at least 365 days.

The period of 60 days referred to above shall be read as 182 days (i) in case of a citizen of India who leaves India in a previous year for the purposes of employment outside of India or (ii) in the case of a citizen of India or a person of Indian origin living abroad who visits India.

 

Finance Act 2020 has amended the residence rule to provide that in case of Indian citizens or a person of Indian origin living abroad visiting India having total income, other than income from foreign source, exceeding Rs. 15 lakhs, the period of stay would be considered at 120 days as against 182 days as provided above. Further such person would be treated at Not Ordinarily Resident (NOR)(“NOR”) if his stay is India is less than 182 days. In this regard, Foreign source has been defined to include income which accrues or arises outside India, except income derived from a business controlled in or a profession set up in India and which is not deemed to accrue or arise in India. Further, this provision shall not apply to a person resident in India. Further, CBDT vide Circular 11/2020 dated May 8, 2020, has provided relaxation and clarification on residency rules in light of the COVID-19 pandemic and resultant overstay.

Further provided that an Indian Citizen would be deemed to be as Resident of India when such person has income other than income from foreign source, exceeding Rs. 15 lakhs during the previous year and if he/she is not liable to income tax in any other country or territory by reason of his domicile or residence or any other criteria of similar nature. Further such person who is deemed to be resident of India would be treated as NOR.

A Company is a resident of India if it is incorporated in India or the control and the management of its affairs is situated wholly in India. Individuals and companies that do not fulfill the above criteria would be treated as non-residents for purposes of the Income-tax Act. The Finance Act, 2015 has amended this definition and brought in the concept of Place of Effective Management (PoEM) i.e.(“PoEM”) (i.e., a Company would be considered a resident in India if its place of effective management in that year is in India.India). Thus, a foreign company will be resident in India, if its PoEM in that year is in India. The term ‘PoEM’“PoEM” has been explained to mean a place where key management and commercial decisions that are necessary for the conduct of the business of an entity as a whole, are in substance made. PoEM is an internationally recognized concept and accepted even by the OECD. The Finance Act 2016 has


deferred the applicability of PoEM by one year and accordingly it shall be applicable from fiscal 2017 onwards. Further to the amended definition, the Ministry of Finance issued draft guidelines for determining PoEM of a company on December 23, 2015. CBDT via circular dated January 24, 2017 has come up with guiding principles to be followed to determine PoEM. Further, the CBDT has vide Notification No. 29/2018 dated June 22, 2018 specified the exceptions, modifications and adaptations to the provisions of the Income-tax Act relating to computation of total income, treatment of unabsorbed depreciation, set off or carry forward and set off of losses, collection and recovery and special provisions relating to avoidance of tax that shall apply to a foreign company


having POEM in India. This may increase the compliance of filing of returns and assessment of our subsidiary company situated outside India.

Taxation of Distributions. Up to March 31, 2020, dividend income was exempt from tax for shareholders, during hethe said period the effective rate of Dividend Distribution Tax (DDT)(“DDT”) was payable by the Company at 20.5553%. Earlier the Finance Act 2017 has provided that any income earned by any resident except domestic companies or specified funds or trusts or institutions, by way of dividend declared, distributed or paid by any domestic company in excess of ₹1,000,000 in aggregate shall be chargeable to tax at the rate of 10% on gross basis on such amount exceeding ₹1,000,000.

 

The Finance Act 2020 has replaced the Dividend Distribution Tax (DDT)DDT with the classical system of dividend taxation wherein dividend income will be taxed in the hands of the shareholders at their respective applicable tax rates. In the light of the above changes under the Income-tax Act, Company paying dividend to shareholders is required to do withholding of tax at the applicable rates prescribed under Income Tax Act read along Tax Treaty with respective countries (together with Multilateral Instruments (MLI)MLI as applicable) subject to conditions specified under the Income Tax Act.

Further the Finance Act 2020 has restored the section 80M of Income Tax Act to prevent the cascading effect of imposition of tax on dividend on same profits, by providing that where a domestic company declares dividend, out of dividend received from another domestic or foreign company or business trust, it shall be allowed in computing the total income of such domestic company, a deduction of an amount equal to so much of the amount of income by way of dividends received from such other domestic company or foreign company or business trust as does not exceed the amount of dividend distributed by it up to one month prior to the due date of filing Income Tax Return.

Further the Finance Act 2020 amended section 57 of Income Tax Act to provide that no deduction shall be allowed from dividend income, other than deduction on account of interest expense and in any previous year such deduction shall not exceed twenty percent of the dividend income included in the total income for that year without deduction under section 57 of Income Tax Act.

Taxation of Employee Stock Options. Through the Finance Act, 2009, Section 17 (2) of the Income Tax Act was amended to provide that any specified securities or sweat equity shares allotted or transferred, directly or indirectly, by a company free of cost or at concessional rate to its current or former employees are taxable in the hands of employees as a “perquisite”. This treatment extends to all options granted under a company’s stock option plan, where such option is exercised on or after April 1, 2009. The value of the perquisite is the fair market value, or FMV, of the specified security or share as on the date of exercise of the option by the employee as reduced by the amount actually paid by, or recovered from the employee in respect of such security or share. The value of the perquisite so computed is added to the income chargeable to tax in the hands of the employee under the head “salaries” and subject to tax at the rate applicable to the individual employee. Securities or sweat equity shares allotted or transferred by a company free of cost or at concessional rate to its employees were earlier subject to a fringe benefit tax, which now stands abolished.


Taxation of Capital Gains. The following is a brief summary of capital gains taxation of non-resident holders and resident employees relating to the sale of ADSs and equity shares received upon conversion of ADSs. The relevant provisions are contained mainly in sections 2(42A), 45, 47(viia), 47(x), 49(2ABB), 115AC and 115ACA, of the Income-tax Act, in conjunction with the Scheme.

Effective April 1, 2001, the Finance Act, 2001 introduced a new section 115AC in place of the prevailing section 115AC of the Income-tax Act. You should consult your own tax advisor concerning the tax consequences of your particular situation.

Shares (including shares issuable on the conversion of the ADSs) held by the non-resident investor for a period of more than 12 months is treated as long term capital assets. If the shares are held for a period of less than 12 months from the date of conversion, the same is treated as short term capital asset.


Capital gains are taxed as follows:

As per the applicable scheme, gains from a sale of ADSs outside India by a non-resident to another non-resident are not taxable in India;

Long-term capital gains realized by a resident from the transfer of the ADSs will be subject to tax at the rate of 10% as increased by the applicable surcharge and education cess; short-term capital gains on such a transfer will be taxed at graduated rates with a maximum of 30%, as increased by the applicable surcharge and education cess;

Long-term capital gains realized by a non-resident upon the sale of equity shares obtained from the conversion of ADSs are subject to tax at a rate of 10% as increased by the applicable surcharge and education cess; and short-term capital gains on such a transfer will be taxed at the rate of tax applicable to the seller;

Long Term Capital Gain arising from sale of equity shares in a company (or a unit of an equity-oriented fund or a unit of a business trust) on or after October 1, 2004 and on which STT is paid at the time of sale, was earlier exempt from Tax. The Finance Act 2017 had amended the Income Tax Act to provide that the Long-term capital gains realized by any person upon the sale of equity shares in a company is exempt from tax only if the sale of such shares is made on a recognized stock exchange and Securities Transaction Tax, or STT (described below) is paid both at the time of purchase and sale of such shares, or such acquisition has been notified by the central government. The Finance Act, 2018 has amended the Income Tax Act to provide that Long Term Capital Gain exceeding ₹100,000 arising from sale of equity shares in a company or a unit of an equity oriented fund or a unit of a business trust will be taxable at a rate of 10%, subject to satisfaction of certain conditions and will not get the benefit of indexation. Thus, any transfer carried out after April 1, April 2018, would result in Long Term Capital Gains in excess of ₹100,000 and will attract tax at the rate of 10 percent.10%. Further if investments are made on or before January 31, 2018, a method of determining the Cost of Acquisition (COA)(“COA”) of such investments has been specifically laid down. The COA of such investments shall be deemed to be the higher of-of –

 

1.

The actual COA of such investments; and

 

2.

The lower of-of –

 

o

Fair Market Value (‘FMV’(“FMV”) of such investments as on January 31, 2018; and

 

o

the Full Value of Consideration received or accruing as a result of the transfer of the capital asset i.e. the Sale Price.

With respect to assets listed as on January 31, 2018, the FMV would be the highest price quoted on the recognized stock exchange on January 31, 2018. In case there is no trading of the said asset in such stock exchange, the highest price on a day immediately preceding January 31, 2018 shall be considered to be the FMV; and

Any short-term capital gain is taxed at 15% excluding the applicable surcharge and education cess, if the sale of such equity shares is settled on a recognized stock exchange and STT is paid on such sale.

 


As per the Finance Act, 2015, the rate of surcharge for domestic companies having total taxable income exceeding ₹10,000,000 but not exceeding ₹100,000,000 is 7% and in the case of domestic companies whose total


taxable income is greater than ₹100,000,000, the applicable surcharge is 12%. For foreign companies, the rate of surcharge is 2% if the total taxable income exceeds ₹10,000,000 but does not exceed ₹100,000,000 and it is 5% if the total taxable income of the foreign company exceeds ₹100,000,000. The taxes and applicable surcharge will be increased by incremental levy known as ‘Health and Education cess’ at 4%.Since October 1, 2004, with respect to a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to pay a Securities Transaction Tax (STT) at the rate of 0.1% of the transaction value of the securities, if the transaction is a delivery based transaction, i.e. the transaction involves actual delivery or transfer of shares; (ii) the seller of the shares is required to pay a STT at the rate of 0.025% of the transaction value of the securities if the transaction is a non-delivery based transaction, i.e. a transaction settled without taking delivery of the shares. STT is leviable with respect to a sale and purchase of a derivative and the rates of STT as substituted by Finance Act, 2008applicable effective June 1, 20082016 is as follows: (i) in case of sale of an option in securities, the seller is required to pay an STT at the rate of 0.05% of the option premium; (ii) in case of a sale of an option in securities, where the option is exercised, the buyer is required to pay a STT at the rate of 0.125% of the settlement price; and (iii) in case of sale of futures in securities, the seller is required to pay STT at 0.01% on transaction value.

 

Any resulting taxes on capital gains arising out of such transaction may be offset by the applicable credit mechanism allowed under double tax avoidance agreements. The capital gains tax is computed by applying the appropriate tax rates to the difference between the sale price and the purchase price of the ADSs or equity shares. Under the Scheme, the purchase price of equity shares in an Indian listed company received in exchange for ADSs will be the market price of the underlying shares on the date that the Depositary gives notice to the custodian of the delivery of the equity shares in exchange for the corresponding ADSs, or the “stepped up” basis purchase price. The market price will be the price of the equity shares prevailing on the BSE or the NSE, as applicable.

There is no corresponding provision under the Income-tax Act in relation to the “stepped up” basis for the purchase price of equity shares. However, to the best of our knowledge, the tax department in India has not denied this benefit. In the event that the tax department denies this benefit, the original purchase price of ADSs would be considered the purchase price for computing the capital gains tax.

According to the Scheme, a non-resident holder’s holding period for the purposes of determining the applicable Indian capital gains tax rate relating to equity shares received in exchange for ADSs commences on the date of the notice of the redemption by the Depositary to the custodian. However, the Scheme does not address this issue in the case of resident employees, and it is therefore unclear when the holding period for the purposes of determining capital gains tax commences for such a resident employee.

The Finance Act, 2017 has also introduced section 56(2)(x) in the Indian Income Tax Act to include that following shall be chargeable to Income tax as “Income from other sources”:

Where any person receives, in any previous year, from any person or persons on or after the first day of April, 2017, amongst others, any shares or securities without consideration, the fair market value of which exceeds fifty thousand rupees, the whole of the fair market value of such shares or securities or for a consideration which is less than the fair market value of the shares or securities by an amount exceeding fifty thousand rupees, the fair market value of such shares or securities as exceeds such consideration. For this purpose, the fair market value is required to be computed as per prescribed taxation rules. Further, this provision is subject to certain specified exemptions, as an example, receipt of shares or securities from specified relatives, or pursuant to tax neutral mergers and demergers. It is unclear whether capital gains derived from the sale of subscription rights or other rights by a non-resident holder not entitled to an exemption under a tax treaty will be subject to Indian capital gains tax. If such subscription rights or other rights are deemed by the Indian tax authorities to be situated within India, the gains realized on the sale of such subscription rights or other rights will be subject to Indian taxation. The capital gains realized on the sale of such subscription rights or other rights, which will generally be in the nature of short-term capital gains, will be subject to tax atat:

a maximum rate of 40% as increased by the applicable surcharge and education cess, in case of a foreign company, and

a maximum rate of 30% as increased by the applicable surcharge and education cess, in case of resident employees, and non-resident individuals with taxable income over ₹1,000,000.

 


Withholding Tax on Capital Gains. Any taxable gain realized by a non-resident on the sale of ADSs or equity shares is to be withheld at the source by the buyer. According to section 196C of the Income Tax Act (“the Act’Income


Tax Act”), where any income by way of interest or dividends in respect of bonds or global depository receipts referred to in section 115AC of the Income Tax Act or by way of long-term capital gains arising from the transfer of such bonds or global depository receipts is payable to a non-resident, the person responsible for making the payment shall, at the time of credit of such income to the account of the payee or at the time of payment thereof in cash or by the issue of a check or draft or by any other mode, whichever is earlier, deduct income tax thereon at the rate of ten per cent subject to any concession rate of tax provided as per Tax Treaty of respective countries read along with applicable Multilateral Instruments (MLI).MLI. The concessional tax rate benefit as per Tax Treaty would be available subject to providing various Tax forms including Tax Residency certificate by non-resident shareholders. However, as per the provisions of Section 196D (2) of the Income Tax Act, no withholding tax is required to be deducted from any income by way of capital gains arising to Foreign Institutional Investors (FPIs) as defined in Section 115AD of the Income Tax Act on the transfer of securities defined in Section 115AD of the Income Tax Act.

Buy-back of Securities. Before July 5, 2019, Indian listed companies were not subject to any tax on the buy-back of their shares. However, the shareholders will be taxed on any resulting gains. In case of resident shareholders in absence of any specific provision under the Income Tax Act, the Company is not required to deduct tax on the consideration payable to resident shareholders pursuant to the Buyback. In case non-resident FPIs, section 196D (2) of the Income Tax Act provides for specific exemption from withholding tax. Thus, no withholding of tax is required in case of consideration payable to FPIs. In case other than FPIs Indian companies would be required to deduct tax at source (including applicable surcharge and cess) on any sum chargeable to tax under section 195(1) of the Income Tax Act. Subject to regulations in this regard, wherever applicable and it is required to do so, tax at source (including applicable surcharge and education cess) shall be deducted at appropriate rates as per the Income Tax Act. In doing this, the Company will be guided by generally followed practices and make use of data available in its records except in cases where the non-resident shareholders provide a specific mandate in this regard. Since the buyback is through the recognized stock exchanges in India, the responsibility of discharge of the tax due on the gains (if any) is primarily on the non-resident shareholder given that practically it is very difficult to withhold taxes. It is therefore important for the non-resident shareholders to suitably compute such gains (if any) on this transaction and immediately pay taxes in India in consultation with their custodians, authorized dealers and/or tax advisors, as appropriate. Further in case of buyback of unlisted shares as per section 115QA of the Income Tax Act, domestic companies are subject to tax on buyback of unlisted shares. The statutory obligation of the non-resident shareholder to pay tax dues on gains (if any) is a separate and independent from the statutory obligation of the Company to withhold taxes. Correspondingly exemption to shareholder under section 10(34A) of the Income Tax Act is provided. For tax implications related to the buyback for non-resident shareholders refer to the document ‘tax implications related to the buyback for non-resident shareholders’ which is filed as an exhibit to the Annual Report on Form 20-F.

Further with effect fromOn July 5, 2019, the Finance Act (No 2) 2019 has extended the buy-back Tax to shares of listed company under section 115QA of the Income Tax Act, domestic companies are subject to taxAct.  

Summary of Indian income-tax implications on buyback of listed shares. The statutory obligationequity shares on the recognised stock exchange in India, for which public announcement has been made after the 5th day of July, 2019 in accordance with the provisions of the non-resident shareholderSecurities and Exchange Board of India, is set out below. All references to pay tax dues on gains (if any) is a separate and independent from the statutory obligationequity shares herein refer to listed equity shares unless stated otherwise.

Taxation for buyback of the Company to withhold taxes. Correspondingly exemption to shareholder under section 10(34A) of the Income Tax Act is provided.equity shares –

Further Taxation Law (Amendment) Act 20219

a)

Finance Act (No 2) 2019 with effect from July 5, 2019 has amended section 115QA of the Income Tax Act,1961 thereby extending its scope to levy additional income tax on buyback of shares by Indian listed company. Further Taxation Law (Amendment) Act 2019 provided that the Tax on buy-back of shares would not apply to such buy-back of shares (being the shares listed on a recognized stock exchange), in respect of which public announcement has been made on or before the 5th day of July, 2019 in accordance with the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992. Consequent to this change, all domestic companies are subject to tax on buy back of shares at the rate of 23.296% (including surcharge of 12% and Health and Education cess of 4%).

b)

As a result of above tax on buyback of shares, correspondingly, income tax exemption to shareholders under section 10(34A) of the Indian Income Tax Act,1961 is provided.

c)

The statutory obligation of the non-resident shareholder to pay tax dues on gains (if any) in the country in which they are tax resident is separate and independent from the statutory obligation of the Company to taxes on buyback. Shareholders should consult his, her or its own tax advisor regarding the tax treatment or tax obligation, if any.

Since the Buyback is to be undertaken on the NSE / BSE, such transaction is chargeable to the Securities Transaction Tax (STT). STT is a tax payable in India on the value of securities on every purchase or sale of


specified securities that are listed on the Recognised Stock Exchanges in India. Since October 1, 2004, with respect to a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to pay a STT at the rate of 0.1% of the transaction value of the securities, if the transaction is a delivery based transaction, i.e. the transaction involves actual delivery or transfer of shares; (ii) the seller of the shares is required to pay a STT at the rate of 0.025% of the transaction value of the securities if the transaction is a non-delivery based transaction, i.e. a transaction settled without taking delivery of the shares.

Taxation for American Depositary Shares (ADSs) Holders: As described in more detail in the Notice of AGM, ADS holder with underlying equity shares, consequent to withdrawal of such equity shares may participate in the Buyback by selling equity shares on Indian Stock exchanges.

There can be no assurance that the Equity Shares offered by an ADS holder in the Buyback will be accepted as such withdrawal of underlying equity shares is subject to the Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder, if any, the Income-tax Act, 1961 and rules and regulations framed thereunder, the Depository Receipts Scheme, 2014, as applicable and other applicable approvals from Reserve Bank of India. ADS holders are advised to consult their legal, financial and tax advisors for advice prior to participating in the Buyback, including advice related to any related regulatory approvals and tax issues.

A.

The following is the brief summary of Income-tax implications on withdrawal and re-deposit of Equity Shares:

i)

While there are arguments in favour that conversion of ADS into shares should not be subject to capital gains tax, this view is not free from doubt as law is not very clear on this aspect.

ii)

The shares which would not be accepted by the Company for buyback could get reconverted into ADS. As far as taxability of such reconversion is concerned, there are two possible views i.e. whether such reconversion of shares into ADS is a taxable transfer and accordingly would attract capital gains tax or vice versa. While there are arguments supporting both the views, the view that such reconversion is not a taxable transfer may be construed to be a better view.

B.

Income-tax implications in respect of sale of equity shares received upon withdrawal on account of buy-back i.e. pursuant to conversion of ADS into equity shares:

i)

Finance Act (No 2) 2019 with effect from July 5, 2019 has amended section 115QA of the Income Tax Act, 1961 thereby extending its scope to levy additional income tax on buyback of shares by Indian listed company in respect of which public announcement has been made after 5th day of July, 2019 in accordance with the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992). Consequent to this change, all domestic companies are subject to tax on buy back of shares at the rate of 23.296% (including surcharge of 12% and Health and Education cess of 4%).

ii)

As a result of above tax on buyback of shares, correspondingly, income tax exemption to shareholders under section 10(34A) of the Indian Income Tax Act,1961 is provided.

iii)

The statutory obligation of the non-resident shareholder to pay tax dues on gains (if any) in the country in which they are tax resident is a separate and independent from the statutory obligation of the Company to taxes on buyback. Shareholders should consult his, her or its own tax advisor regarding the tax treatment or tax obligation, if any.

Stamp Duty and Transfer Tax. A transfer of ADSs is not subject to Indian stamp duty. A sale of equity shares in physical form by a non-resident holder will be subject to Indian stamp duty at the rate of 0.25%0.015% of the market value of the equity shares on the trade date, although customarily such tax is borne by the transferee. Shares must be traded in dematerialized form. The transfer of shares in dematerialized form is currently not subject to stamp duty.

As per Finance Act 2019, stamp duty shall beis chargeable on transfer of shares in Dematerialized Form. Rate in such case shall be 0.015% of total market value of shares, as defined under the framework, in case transfer is made on delivery basis and 0.003% in case transfer is made on non-delivery basis. This provision would beis applicable from July 1, 2020.


Goods and Service Tax. Brokerage or commission paid to stockbrokers in connection with the sale or purchase of shares is subject to GST of 18% with effect fromeffective July 1, 2017. The stockbroker is responsible for collecting the GST from the shareholder and paying it to the relevant authority. In Erstwhile service tax regime, the service tax rate was 15% inclusive of all cess.

Material U.S. Federal Income and Estate Tax Consequences

The following is a summary of the material U.S. federal income and estate tax consequences that may be relevant with respect to the ownership and disposition of equity shares or ADSs and is for general information only. This summary addresses the U.S. federal income and estate tax considerations of holders that are U.S. holders. U.S. holders are beneficial holders of equity shares or ADSs who are individuals who are citizens or residents of the United States; corporations (or other entities treated as corporations for U.S. federal tax purposes) created in or under the laws of the United States or any state thereof (or the District of Columbia); estates, the income of which is subject to U.S. federal income taxation regardless of its source, and trusts for which a U.S. court exercises primary supervision and a U.S. person has the authority to control all substantial decisions or that has a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person. This summary is limited to U.S. holders who will hold equity shares or ADSs as capital assets for U.S. federal income tax purposes (generally for investment). In addition, this summary is limited to U.S. holders who are not resident in India for purposes of the Convention between the Government of the United States and the Government of the Republic of India for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “Treaty”). If a partnership, including any entity treated as a partnership for U.S. federal income tax purposes, holds the equity shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding equity shares or ADSs should consult his, her or its own tax advisor regarding the tax treatment of an investment in the equity shares or ADSs.

This summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, financial institutions, dealers in securities or currencies, tax-exempt entities, persons that will hold equity shares or ADSs as a position in a ‘straddle’ or as part of a ‘hedging’ or ‘conversion’ transaction for tax purposes, persons that have a ‘functional currency’ other than the U.S. dollar or holders of 10% or more, by voting power or value, of the shares of our company. This summary is based on the Internal Revenue Code of 1986, as amended and as in effect on the date of this Annual Report on Form 20-F and on U.S. Treasury Regulations in effect or, in some cases, proposed, as of the date of this Annual Report on Form 20-F, as well as judicial and administrative interpretations thereof available on or before such date, and is based in part on the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. All of the foregoing are subject to change, which change could apply retroactively, or the Internal Revenue Service may interpret existing authorities differently, and a court may sustain such an interpretation any of which could affect the tax consequences described below. This summary does not address U.S. federal tax laws other than income or estate tax or any U.S. state or local or non-U.S. tax laws.

EACH INVESTOR OR PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.

Ownership of ADSs. For U.S. federal income tax purposes, holders of ADSs will generally be treated as the holders of equity shares represented by such ADSs.


Dividends. Subject to the passive foreign investment company rules described below, the gross amount of any distributions of cash (or the fair market value of any other property) with respect to ADSs or equity shares (before reduction for any Indian withholding taxes) generally will be included in income by a U.S. holder as ordinary dividend income at the time of receipt, which in the case of a U.S. holder of ADSs generally should be the date of receipt by the Depositary, to the extent such distributions are made from the current or accumulated earnings and profits (as determined under U.S. federal income tax principles) of our company. We do not expect to keep earnings and profits in accordance with U.S. federal income tax principles; therefore, U.S. holders should expect that a distribution will generally be treated as a dividend. Such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. holders. To the extent, if any, that the amount of any distribution by our company exceeds our company’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles) such excess will be treated first as a tax-free return of capital to the extent of the U.S.


holder’s tax basis in the equity shares or ADSs, and thereafter as capital gain. Subject to certain limitations, dividends paid to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if we are deemed to be a ‘qualified foreign corporation’ for U.S. federal income tax purposes. A qualified foreign corporation includes a foreign corporation if (1) its shares (or, according to legislative history, it’sits ADSs) are readily tradable on an established securities market in the United States or (2) it is eligible for the benefits under a comprehensive income tax treaty with the United States. In addition, a corporation is not a qualified foreign corporation if it is or has been a passive foreign investment company (as discussed below) for the taxable year in which the dividend is paid or in the preceding taxable year. The ADSs are traded on the NYSE. Due to the absence of specific statutory provisions addressing ADSs, however, there can be no assurance that we are a qualified foreign corporation solely as a result of our listing on NYSE. In addition, it is unclear whether our shares will be considered readily tradeable for this purpose. Nonetheless, we may be eligible for benefits under the Treaty. Each U.S. holder should consult its own tax advisor regarding the treatment of dividends and such holder’s eligibility for a reduced rate of taxation.

Subject to certain conditions and limitations, any Indian withholding tax imposed upon distributions paid to a U.S. holder with respect to ADSs or equity shares should be eligible for credit against the U.S. holder’s federal income tax liability. Alternatively, a U.S. holder may claim a deduction for such amount, but only for a year in which a U.S. holder does not claim a U.S. foreign tax credit with respect to any foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, distributions on ADSs or ordinary shares generally will be foreign source income for purposes of computing the U.S. foreign tax credit allowable to a U.S. holder. The rules governing U.S. foreign tax credits are very complex and each U.S. holder should consult its own tax advisor regarding the availability of foreign tax credits under such holder’s particular circumstances.

If dividends are paid in Indian rupees, the amount of the dividend distribution included in the income of a U.S. holder will be in the U.S. dollar value of the payments made in Indian rupees, determined at a spot exchange rate between Indian rupees and U.S. dollars on the date such dividend is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, gain or loss, if any, resulting from currency exchange fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss.

EACH PROSPECTIVE PARTICIPANT IN THE BUYBACK SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PARTICIPATING IN THE BUYBACK.

Ownership of ADSs. For U.S. federal income tax purposes, U.S. holders generally will be treated as the owners of Equity Shares represented by such ADSs. Accordingly, the conversion of ADSs into Equity Shares to participate in the Buyback, and the conversion of Equity Shares that are not tendered in the Buyback, or if tendered, are not accepted in the Buyback, into ADSs generally will not be subject to U.S. federal income tax.

Tax Treatment of Buyback. An exchange of Equity Shares for cash by a U.S. holder pursuant to the Buyback will be a taxable transaction for U.S. federal income tax purposes. In such case, depending on the applicable U.S. holder’s particular circumstances, such tendering U.S. holder will be treated either as recognizing gain or loss from the disposition of the Equity Shares or as receiving a distribution from the Company.

Under Section 302 of the Internal Revenue Code, a tendering U.S. holder will recognize gain or loss on the exchange of Equity Shares for cash if the exchange:

results in a “substantially disproportionate” redemption with respect to such U.S. holder; or

is “not essentially equivalent to a dividend” with respect to the U.S. holder.

An exchange of Equity Shares for cash generally will be a substantially disproportionate redemption with respect to a U.S. holder if the percentage of the voting stock owned by such U.S. holder immediately after the exchange is less than 80% of the percentage of the voting stock owned by such U.S. holder immediately before the exchange and after the exchange the U.S. holder owns less than 50% of the total combined voting power of all classes of stock entitled to vote. In applying the Section 302 tests, each U.S. holder must take into account Equity Shares and ADSs that such U.S. holder constructively owns under certain attribution rules, pursuant to which a U.S. holder will be


treated as owning any Equity Shares and ADSs owned by certain family members (which family attribution, in certain circumstances, may be waived) and related entities, and Equity Shares and ADSs that the U.S. holder has the right to acquire by exercise of an option. Each U.S. holder is expected to consult with its own tax advisor with respect to the application of such attribution rules given such U.S. holder’s particular circumstances.

If an exchange of Equity Shares for cash fails to satisfy the “substantially disproportionate” test, the U.S. holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of Equity Shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. holder’s equity interest in the company given such U.S. holder’s particular facts and circumstances. The Internal Revenue Service (the “IRS”) has indicated in published rulings that a relatively minor reduction of the proportionate equity interest of a U.S. holder whose relative equity interest is minimal and who does not exercise any control over or participate in the management of corporate affairs should be treated as “not essentially equivalent to a dividend.” Each U.S. holder should consult its tax advisors regarding the application of the rules of Section 302 in its circumstances. Because the Section 302 tests are applied on a stockholder by stockholder basis, the Buyback may be a sale or exchange for certain U.S. holders and a distribution for others.

Distribution: If a U.S. holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of Equity Shares for cash, such U.S. holder will be treated as having received a distribution from the Company. The gross amount of the distribution will generally be treated as dividend income to the extent made from the current or accumulated earnings and profits (as determined under U.S. federal income tax principles) of the Company. Such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. holders. To the extent, if any, that the amount of the Buyback exceeds the Company’s current and accumulated earnings and profits as determined under U.S. federal income tax principles, such excess will be treated first as a tax-free return of the U.S. holder’s tax basis in the Equity Shares and thereafter as capital gain.

The Company does not intend to calculate its earnings and profits according to U.S. tax accounting principles. Accordingly, notwithstanding the discussion in the preceding paragraphs, if the Buyback is treated as a distribution on Equity Shares, such distribution will generally be taxed as a dividend for U.S. tax purposes.

Subject to certain conditions and limitations, including the PFIC rules described below, dividends paid to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if the Company is deemed to be a “qualified foreign corporation” for U.S. federal income tax purposes. A qualified foreign corporation includes a foreign corporation if (1) its shares are readily tradable on an established securities market in the United States, or (2) it is eligible for the benefits under a comprehensive income tax treaty with the United States, including the Treaty. Based on existing guidance, it is not clear whether a dividend on an Equity Share will be treated as a qualified dividend, because the Equity Shares are not themselves listed on a U.S. exchange. However, the Company may be eligible for benefits under the Treaty. A corporation is not a qualified foreign corporation if it is a PFIC in the current taxable year or the prior taxable year (as discussed below).

EACH U.S. HOLDER SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND AND WHETHER ANY FOREIGN TAX CREDITS ARE AVAILABLE TO IT IN RESPECT OF INDIAN WITHHOLDING TAX, IF ANY.

Sale or exchange of equity shares or ADSs. Subject to the passive foreign investment company rules described below, a U.S. holder generally will recognize gain or loss on the sale or exchange of equity shares or ADSs equal to the difference between the amount realized on such sale or exchange and the U.S. holder’s adjusted tax basis in the equity shares or ADSs, as the case may be. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the equity shares or ADSs, as the case may be, were held for more than one year. Furthermore, any such gain or loss recognized by a U.S. holder generally will be treated as U.S. source passive category income or loss for U.S. foreign tax credit purposes. The sale of equity shares or ADSs by a U.S. holder may be subject to certain taxes in India. See the section titled “Taxation - Indian Taxation - Taxation of Capital Gains” in Item 10 of this Annual Report for additional information Due to limitations on the use of foreign tax credits, however, a U.S. holder may not be able to utilize such taxes as a credit against the U.S. holder’s federal income tax liability resulting from such sale.


Estate taxes. An individual U.S. holder will have the value of the equity shares or ADSs held by such holder included in his or her gross estate for U.S. federal estate tax purposes. An individual holder who actually pays Indian estate tax with respect to the equity shares may, however, be entitled to credit the amount of such tax against his or her U.S. federal estate tax liability, subject to a number of conditions and limitations.


Additional Tax on Investment Income. U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds are subject to a 3.8% tax on certain net investment income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, equity shares or ADSs, subject to certain limitations and exceptions.

Backup withholding tax and information reporting requirements. Any dividends paid on, or proceeds from a sale of, equity shares or ADSs to or by a U.S. holder may be subject to U.S. information reporting, and a backup withholding tax may apply unless the holder is an exempt recipient or provides a U.S. taxpayer identification number and certifies under penalty of perjury that such number is correct and that such holder is not subject to backup withholding and otherwise complies with any applicable backup withholding requirements. Any amount withheld under the backup withholding rules will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

Certain U.S. holders are required to report information with respect to their investment in equity shares or ADSs not held through a custodial account with a U.S. financial institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return. Investors who fail to report the required information could become subject to substantial penalties. Each U.S. holder should consult his, her or its own tax advisor concerning its obligation to file Internal Revenue Service Form 8938.

Passive foreign investment company. A non-U.S. corporation generally will be classified as a passive foreign investment company for U.S. federal income tax purposes if either:

75% or more of its gross income for the taxable year is passive income; or

on average for the taxable year, 50% or more of the value of its assets (as of the end of each quarter of its taxable year) is attributable to assets that produce or are held for the production of passive income.

We do not believe that we satisfy either of the tests for passive foreign investment company status for Fiscal 2019.2021. Because this determination is made on an annual basis, however, no assurance can be given that we will not be considered a passive foreign investment company in future taxable years. If we were to be a passive foreign investment company for any taxable year, U.S. holders:

may be required to pay an interest charge together with tax calculated at ordinary income rates on ‘excess distributions,’ as the term is defined in relevant provisions of the U.S. tax laws and on any gain on a sale or other disposition of equity shares;

would be able to avoid the ‘excess distribution’ rules described above by making a “qualified electing fund election” (as the term is defined in relevant provisions of the U.S. tax laws) and including in their taxable income their pro-rata share of undistributed amounts of our income, however we do not plan to provide information necessary for U.S. holders to make a ‘qualified electing fund’ election; or

may avoid the ‘excess distribution’ rules described above if the applicable equity shares or ADSs are ‘marketable’ by making a mark-to-market election, in which case the U.S. holder must mark-to-market the equity shares or ADSs each taxable year and recognize ordinary gain and, to the extent of prior ordinary gain, ordinary loss for the increase or decrease in market value for such taxable year. Our ADSs are traded on the NYSE and our equity shares are traded on the Indian stock exchanges. As such, a U.S. holder may be able to make a mark-to-market election with respect to our ADSs or equity shares; and

will generally be subject to additional annual return requirements and may be required to file Internal Revenue Service Form 8621, unless certain exemptions apply.


THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION AND PARTICIPATION IN THE BUYBACK OF EQUITY SHARES OR ADSs. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE RELEVANT TAX CONSEQUENCES TO YOU BASED ON YOUR PARTICULAR SITUATION.SITUATION, AS WELL AS ANY ADDITIONAL TAX CONSEQUENCES RESULTING FROM PARTICIPATION IN THE BUYBACK, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION AND ANY ESTATE, GIFT AND INHERITANCE LAWS.

DOCUMENTS ON DISPLAY

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.


Our website is located at www.infosys.com, and our investor relations website is located at https://www.infosys.com/investors/. This report filed with the SEC can be found on the Company’s investor relations website.


Item 11. Quantitative and Qualitative Disclosures about Market Risk

This information is set forth under the section titled ‘Operating and Financial Review and Prospects’ is as set out above in this Annual Report on Form 20-F and such information is incorporated herein by reference.

Item 12. Description of Securities Other Than Equity Securities

The fees and charges payable by holders of our ADSs include the following:

 

i.

a fee not in excess of U.S.$0.05 per ADS is charged for each issuance of ADSs including issuances resulting from distributions of shares, share splits, and rights distributions;

 

ii.

a fee not in excess of U.S.$0.05 per ADS is charged for each surrender of ADSs in exchange for the underlying deposited securities;

 

iii.

a fee not in excess of U.S.$0.01 per ADS for each cash distribution;

 

iv.

a fee not in excess of U.S.$0.01 per ADS is charged for each stock dividend or other free/bonus distribution of the underlying deposited securities distributed in the form of ADSs;

 

v.

an annual fee not in excess of $U.S.$0.02 per ADS for the operation and maintenance costs in administering the ADSs; and

 

vi.

a fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee for the execution and delivery of ADSs referred to in item (i) above which would have been charged as a result of the deposit of such securities, which were instead distributed by the depositary to ADS holders.

Additionally, under the terms of our deposit agreement, the depositary is entitled to charge each registered holder the following:

 

i.

taxes and other governmental charges incurred by the depositary or the custodian on any ADS or an equity share underlying an ADS;

 

ii.

transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities, including those of a central depository for securities (where applicable);

 

iii.

any cable, telex, facsimile transmission and delivery expenses incurred by the depositary;

 

iv.

customary expenses incurred by the depositary in the conversion of foreign currency, including, without limitation, expenses incurred on behalf of registered holders in connection with compliance with foreign exchange control restrictions and other applicable regulatory requirements.requirements;

 

v.

fees and expenses of the depositary incurred in connection with compliance with regulatory requirements applicable to ADSs or the underlying deposited securities; and

 

vi.

fees and expenses incurred by the depositary or its agents in connection with the servicing of the ADSs or the underlying deposited securities, the sale of securities, the delivery of the underlying deposited securities or otherwise in connection with the depositary's or the custodian's compliance with applicable laws, rules or regulations.

 

In the case of cash distributions, fees are generally deducted from the cash being distributed. Other fees may be collected from holders of ADSs in a manner determined by the depositary with respect to ADSs registered in the name of investors (whether certificated or in book-entry form) and ADSs held in brokerage and custodian accounts (via DTC). In the case of distributions other than cash (i.e., stock dividends.), the depositary charges the applicable ADS record date holder concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or in book-entry form), the depositary sends invoices to the applicable record date ADS holders.

If any tax or other governmental charge is payable by the holders and / or beneficial owners of ADSs to the depositary, the depositary, the custodian or we may withhold or deduct from any distributions made in respect of deposited securities and may sell for the account of the holder and / or beneficial owner any or all of the deposited


securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remaining fully liable for any deficiency.


Fees and other payments made by the depositary

During fiscal 2020,2021, expenses aggregating approximately $229,671$375,505 were incurred by the Depositary in relation to our ADS program, including approximately:

$197,468363,529 towards payment made to proxy processing firms for mailing the notice, proxy card and other interim communications to ADS holders or their brokers including dividend re-investment and transfer fees.

$32,20311,976 towards payments made to Ipreo for weekly and monthly Market intelligence ADR Reports.

For the year ended March 31, 2020,2021, the Depositary has made payments to Infosys totaling to approximately $7 million (post deduction of withholding tax) which we may use for investor relations activities related to the ADR program, including the production of annual reports and Form 20-F filings, listing fees, road shows, investor targeting, peer analysis, perception studies, postage for mailing annual and interim reports and other communications to ADR holders, broker conferences, analyst events, etc. Under certain circumstances, including termination of our ADS program or removal of our Depositary, we may be required to repay to the Depositary a portion of the amounts reimbursed in prior periods.


Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report on Form 20-F, our management, with the participation of our CEO and CFO, has carried out an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at March 31, 2020.2021. The term “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well conceived and operated, can only provide reasonable assurance that the objectives of the disclosure controls and procedures are met.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 20-F, our CEO and CFO have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in filings and submissions under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that material information related to us and our consolidated subsidiaries is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS as issued by the IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We have not experienced any significant impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic beginning from mid-March 2020. Established business continuity plans were initiated in order to mitigate the impact to our control environment, operating procedures, data and internal controls. The design of our processes and controls allow for remote execution with accessibility to secure data.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2020.2021. In conducting its assessment of internal control over financial reporting, management based its evaluation on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management has concluded that our internal control over financial reporting was effective as of March 31, 2020.2021.

Our independent registered public accounting firm, Deloitte Haskins and Sells, has audited the consolidated financial statements included in this Annual Report on Form 20-F, and as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting as of March 31, 2020.2021.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholdersShareholders and the Board of Directors of Infosys Limited

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Infosys Limited (the “Company”) and subsidiaries (the “Group”) as of March 31, 2020,2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of March 31, 2020,2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended
March 31, 2020,2021, of the Group and our report dated May 29, 2020,June 11, 2021, expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph related to the Group’s change in method of accounting for revenue from contracts with customers and leases in fiscal year 2019 and 2020 due to the adoption of International Financial Reporting Standard 15, Revenue from Contracts with Customers and International Financial Reporting StandardIFRS 16, Leases; and an emphasis of matter paragraph that the Company is responding to inquiries from Indian regulatory authorities..

Basis for Opinion

The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/Deloitte Haskins & Sells LLP

Bengaluru, India

May 29, 2020June 11, 2021

 


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 20-F, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Mr. D. Sundaram is a member of our Board and is a member of its Audit Committee and its Chairperson. Mr. Sundaram is an “Audit Committee Financial Expert” as defined in Item 16A of Form 20-F and is an independent director under applicable NYSE rules and Rule 10A-3 under the Exchange Act.

Item 16B. Code of Ethics

Our Board on July 12, 2019 adopted the revised Code of Conduct and Ethics which is applicable to all officers, directors and employees, the copy of which is available for downloading free of cost from our website at https://www.infosys.com/investors/corporate-governance/documents/codeofconduct.pdf. The Code of Conduct and Ethics has been previously filed as an exhibit to the Annual Report on Form 20-F.

Our Whistleblower Policy has been filed previously as an exhibit to the Annual Report on Form 20-F. The Whistleblower Policy is posted on our website at www.infosys.comhttps://www.infosys.com/investors/corporate-governance/Documents/whistleblower-policy.pdf.


Item 16C. Principal Accountant Fees and Services

The following table sets forth fees for professional audit services for the audit of our annual financial statements, and fees for other services rendered by our principal accountant and their associated entities for fiscal 20202021 and 2019:2020: 

 

 

(Dollars in millions)

 

(Dollars in millions)

Type of Service

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Description of Services

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Description of Services

(a) Audit Fees

 

2.2

 

 

1.6

 

 

Audit and review of financial statements

 

2.3

 

 

2.2

 

 

Audit and review of financial statements

(b) Audit-Related Fees

 

 

 

 

 

 

 

Fee for audit related services

(c) Tax Fees

 

0.2

 

 

0.3

 

 

Tax returns, filing and advisory services

(d) All Other Fees

 

0.1

 

 

0.1

 

 

Other advisory services

(b) Tax Fees

 

0.2

 

 

0.2

 

 

Tax returns, filing and advisory services

(c) All Other Fees

 

0.1

 

 

0.1

 

 

Other advisory services

Total

 

 

2.5

 

 

 

2.0

 

 

 

 

 

2.6

 

 

 

2.5

 

 

 

 

Our Audit Committee charter requires us to take the prior approval of our Audit Committee on every occasion we engage our principal accountants or their associated entities to provide us any audit and non-audit services. We disclose to our Audit Committee the nature of services that will be provided and the fees to be paid for the services. All of the audit and non-audit services provided by our principal accountants or their associated entities in the previous two fiscal years have been pre-approved by our Audit Committee. 

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.


Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

In line with the Capital Allocation Policy announced in April 2018, based on the Board, through its resolution dated January 11, 2019, and the members of Infosys Limited (“Company”), through a special resolution passed through postal ballot which concluded on March 12, 2019, hadthe shareholders approved the proposal byof the Company toabove buyback its own fully paid-upof equity shares of face value of ₹5/- each (“Equity Shares”) from the membersopen market route through Indian stock exchanges of up to ₹8,260 crore (maximum buyback size) (approximately $1,184 million) at a price not exceeding ₹800 per share. The buyback was offered to all eligible equity shareholders of the Company (other than the promoters,Promoters, the promoter groupPromoter Group and personsPersons in controlControl of the Company) payable in cash, for an amount aggregating up to ₹8,260 crore (“Maximum Buyback Size”) at a price not exceeding ₹800/- per Equity Share (maximum buyback price), under the open market route through theIndian stock exchanges, in accordance with the Securities and Exchange Boardexchanges. The buyback of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”), the Companies Act, 2013, as amended, the Companies (Share Capital and Debentures) Rules, 2014, as amended, and the Companies (Management and Administration) Rules, 2014, as amended (“Buyback”).

The Buybackequity shares through Indian stock exchanges commenced on March 20, 2019 and concludedwas completed on August 26, 2019 (“Commencement Date”),2019. During this buyback period, the Company had purchased and extinguished a total of 110,519,266 equity shares throughfrom the stock exchange at an average buyback price of ₹747.38/- per equity share; and deployed an amountshare comprising 2.53% of the pre buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of ₹8,260 crore utilizing(excluding transaction costs) ($1,183 million). The Company funded the Maximum Buyback Size (excluding Transaction Costs).buyback from its free reserves.

 

Consequently, the Buyback Committee has approved the closure of the Buyback pursuant to the terms of the Public Announcement, with effect from August 26, 2019, prior to the expiry of six months from the Commencement Date.

Following is the summary of the buyback;

Period

 

(a)Total number

of shares

purchased

 

 

(b)Average price

paid per share

(in INR)

 

 

(c)Total number

of shares

purchased

as part of publicly

announced

buyback

 

 

(d)Maximum

number

of shares that

may yet to be

purchased under

the buyback

 

March 20, 2019 to March 31, 2019

 

 

12,652,000

 

 

 

736.12

 

 

 

12,652,000

 

 

NA

 

April 1, 2019 to April 30, 2019

 

 

19,844,000

 

 

 

739.32

 

 

 

19,844,000

 

 

NA

 

May 1, 2019 to May 31, 2019

 

 

27,206,000

 

 

 

720.89

 

 

 

27,206,000

 

 

NA

 

June 1, 2019 to June 30, 2019

 

 

17,731,000

 

 

 

744.85

 

 

 

17,731,000

 

 

NA

 

July 1, 2019 to July 31, 2019

 

 

17,048,000

 

 

 

778.42

 

 

 

17,048,000

 

 

NA

 

August 1, 2019 to August 26, 2019

 

 

16,038,266

 

 

 

780.98

 

 

 

16,038,266

 

 

NA

 

Total

 

 

110,519,266

 

 

747.38*

 

 

 

110,519,266

 

 

 

-

 

*represents price for the period between March 20, 2019 to August 26, 2019.

Item 16F. Change in Registrant’s Certifying Accountant 

Not applicableapplicable.

Item 16G. Corporate Governance

Section 303A of the Listed Company Manual of the NYSE provides that a foreign private issuer may follow its home country practice in lieu of the requirements of Section 303A of the NYSE Listed Company Manual, provided that such foreign private issuer must:

 

1.

have an Audit Committee that satisfies the requirements of Rule 10A-3 under the Securities Exchange Act of 1934;

 

2.

disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies under NYSE listing standards in its annual reports filed with the SEC on Form 20-F;

 

3.

promptly notify the NYSE of non-compliance with Section 303A of the NYSE Listed Company Manual; and

 

4.

comply with the NYSE’s annual and interim certification requirements.


Although the Company’s required home country standards on corporate governance may differ from the NYSE listing standards, the Company’s corporate governance policies and practices are generally in compliance with the NYSE listing standards applicable to domestic companies.

Some of the key differences between the requirements in India as per the currently applicable listing regulations and those as per the NYSE Listing requirements are as follows:

 

1.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (SEBI LODR) mandates that for a company with a non-executive Chairman, such as our Company, at least one-third of the board should be independent directors. On the other hand, NYSE listing requirements specify that a majority of the Board must consist of independent directors. As of March 31, 2020,2021, our Board consists of eightnine members, a non-executive and non-independent Chairman, two of whom are executive or whole-time directors, while the remaining fivesix are independent directors.

 

2.

The SEBI LODR requires that a two thirdstwo-thirds of the members of the Audit Committee be independent directors while the NYSE Listed Company Manual specifies that all the members of the Audit Committee must be independent directors. Our Audit Committee consists only of independent directors.

 

3.

The SEBI LODR requires that at least one director shall be a woman director and Boardthe board of directors of the top 500 listed entities shall have at least one independent woman director by April 1, 2019. Further SEBI LODR required, effective April 1, 2020, the Boardboard of Directorsdirectors of the top 1,000 listed companies shall have at least one independent woman director. Infosys’ Board has two womanwomen independent directors as on March 31, 2020.2021.

 

4.

Criteria for determining the independence of directors also differs between the NYSE listing standards and the SEBI LODR. However, we follow the criteria prescribed under both jurisdictions.

Under the Section 402.04 of the NYSE Listed Company Manual, actively operating companies that maintain a listing on the NYSE are required to solicit proxies for all meetings of shareholders. However, Section 105 of the Indian Companies Act, 2013, prohibits a company incorporated under that Act from soliciting proxies. Because we are prohibited from soliciting proxies under Indian law, we will not meet the proxy solicitation requirement of Section 402.04 of the NYSE Listed Company Manual. However, as described above, we give written notices of all our shareholder meetings to all the shareholders and we also file such notices with the SEC. Under our listing agreements with Indian stock exchanges, we have a Stakeholders Relationship Committee which is not a requirement under the NYSE Listed Company Manual.

Item 16H. Mine Safety Disclosure

Not applicable.

Part III

Item 17. Financial statements

See Item 18.

 

Item 18. Financial statements

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Report of the Audit Committee 

To the Board of Directors and shareholdersShareholders of Infosys Limited

In connection with the March 31, 20202021 consolidated financial statements prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board, the Audit Committee:

 

(1)

reviewed and discussed the consolidated financial statements with management;


 

(2)

discussed with the auditors the matters required by Public Company Accounting Oversight Board (PCAOB) 1301, as adopted by the PCAOB in Rule 3200; and

 

(3)

received the written disclosures and the letter from the auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the auditor’s communications with the audit Committee concerning independence and has discussed with the auditor the auditor’s independence.

Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Annual Report on Form 20-F to be filed with the Securities and Exchange Commission of the United States of America.

 

 

Bengaluru, India

May 29, 2020June 11, 2021

 

 

D. Sundaram

Chairperson and Audit

Committee Financial Expert

 

Dr. Punita Kumar-SinhaBobby Parikh

Member, Audit Committee

 

 

Michael Gibbs

Member, Audit Committee

 

 

Report of management 

The management is responsible for preparing the company's consolidated financial statements and related information that appears in this Annual Report. The management believes that the consolidated financial statements fairly reflect the form and substance of transactions, and reasonably present the financial condition and results of operations of Infosys Limited and subsidiaries in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. The management has included, in the company's consolidated financial statements, amounts that are based on estimates and judgments, which it believes are reasonable under the circumstances.

The company maintains a system of internal procedures and controls intended to provide reasonable assurance, at appropriate cost, that transactions are executed in accordance with company authorization and are properly recorded and reported in the consolidated financial statements, and that assets are adequately safeguarded.

Deloitte Haskins & Sells LLP have conducted their audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) of the Company's consolidated financial statements for the years ended March 31, 2020,2021, March 31, 20192020 and March 31, 2018.2019.

The Board of Directors has appointed an Audit Committee composed of outside directors. The Committee meets with the management, internal auditors, and the independent auditors to review internal accounting controls and accounting, auditing, and financial reporting matters.

 

 

Bengaluru, India

May 29, 2020June 11, 2021

 

Nilanjan Roy

Chief Financial Officer

 

Salil Parekh

Chief Executive officer 

and Managing Director

 

 

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholdersShareholders and the Board of Directors of Infosys Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Infosys Limited (the “Company”) and subsidiaries (the "Group"“Group”) as of March 31, 20202021 and 2019,2020, the related consolidated statements of comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended March 31, 2020,2021, and the related notes (collectively referred to as the "consolidated“consolidated financial statements"statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of March 31, 2020


2021 and 2019,2020, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2020,2021, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group's internal control over financial reporting as of March 31, 2020,2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 29, 2020,June 11, 2021, expressed an unqualified opinion on the Group's internal control over financial reporting.

ChangesChange in Accounting PrinciplesPrinciple

As discussed in Note 2.11 and Note 2.8 to the consolidated financial statements, the Group changed its method of accounting for revenue from contracts with customers and leases in fiscal year 2019 and 2020 due to the adoption of International Financial Reporting Standard 15, Revenue from Contracts with Customers and International Financial Reporting StandardIFRS 16, Leases.

Emphasis of Matter

As more fully described in Note 2.6 and 2.22 to the consolidated financial statements, the Company is responding to inquiries from Indian regulatory authorities. The scope, duration or outcome of these matters are uncertain.

Our opinion is not modified in respect of this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on the Group's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


Revenue Recognition - Refer to Notes 1.5(a) and 2.11 to the consolidated financial statements

Critical Audit Matter Description

The Group’s contracts with customers include contracts with multiple products and services. The Group derives revenues from IT services comprising software development and related services, maintenance, consulting and package implementation, licensing of software products and platforms across the Group’s core and digital offerings and business process management services. The Group assesses the services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligations to determine the deliverables and the ability of the customer to benefit independently from such deliverables involves significant judgment.

In certain integrated services arrangements, contracts with customers include subcontractor services or third party vendor equipment or software. In these types of arrangements, revenue from sales of third-party vendor products or services is recorded net of costs when the Group is acting as an agent between the customer and the vendor, and gross when the Group is the principal for the transaction. In doing so, the Group first evaluates whether it controls the products or service before it is transferred to the customer. The Group considers whether it has the primary obligation to fulfil the contract, inventory risk, pricing discretion and other factors to determine whether it controls the products or service and therefore, is acting as a principal or an agent.

Fixed price maintenance revenue is recognized ratably either on (1) a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or (2) using a percentage of completion method when the pattern of benefits from the services rendered to the customer and the Group’s costs to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive. The use of method to recognize the maintenance revenues requires judgment and is based on the promises in the contract and nature of the deliverables.

As certain contracts with customers involve management’s judgment in (1) identifying distinct performance obligations, (2) determining whether the Group is acting as a principal or an agent and (3) whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method, revenue recognition from these judgments were identified as a critical audit matter and required a higher extent of audit effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the (1) identification of distinct performance obligations, (2) determination of whether the Group is acting as a principal or agent and (3) whether fixed price maintenance revenue is recognized on a straight line basis or using the percentage of completion method included the following, among others:

We tested the effectiveness of controls relating to the (a) identification of distinct performance obligations, (b) determination of whether the Group is acting as a principal or an agent and (c) determination of whether fixed price maintenance revenue for certain contracts is recognized on a straight-line basis or using the percentage of completion method.

We selected a sample of contracts with customers and performed the following procedures:

-

Obtained and read contract documents for each selection, including master service agreements, and other documents that were part of the agreement.

-

Identified significant terms and deliverables in the contract to assess management’s conclusions regarding the (i) identification of distinct performance obligations (ii) whether the Group is acting as a principal or an agent and (iii) whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method.


Revenue recognition - Fixed price contracts using the percentage of completion method - Refer to Notes 1.5(a) and 2.11 to the consolidated financial statements

Critical Audit Matter Description

Fixed price maintenance revenue is recognized ratably either (1) on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or ratably(2) using a percentage of completion method when the pattern of benefits from services rendered to the customer and the Group’s costs to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive. Revenue from other fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time is recognized using the percentage-of-completion method.

Use of the percentage-of-completion method requires the Group to determine the actual efforts or costs expended to date as a proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. The estimation of total efforts or costs involves significant judgementjudgment and is assessed throughout the period of the contract to reflect any changes based on the latest available information. Provisions for estimated losses, if any, on uncompletedincomplete contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract.

We identified the estimate of total efforts or effortscosts to complete fixed price contracts measured using the percentage of completion method as a critical audit matter as the estimation of total efforts or costs involves significant judgementjudgment and is assessed throughout the period of the contract to reflect any changes based on the latest available information. This estimate has a high inherent uncertainty and requires consideration of progress of the contract, efforts or costs incurred to-date and estimates of efforts or costs required to complete the remaining contract performance obligations over the term of the contracts.

This required a high degree of auditor judgment in evaluating the audit evidence and a higher extent of audit effort to evaluate the reasonableness of the total estimated amount of revenue recognized on fixed-price contracts.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to estimates of total expected costs or efforts to complete for fixed-price contracts included the following, among others:

We tested the effectiveness of controls relating to (1) recording of efforts or costs incurred and estimation of efforts or costs required to complete the remaining contract performance obligations and (2) access and application controls pertaining to time recording, allocation and budgeting systems which prevents unauthorised changes to recording of efforts incurred.

 

We selected a sample of fixed price contracts with customers accountedmeasured using percentage-of-completion method and performed the following:

 

 

Evaluated management’s ability to reasonably estimate the progress towards satisfying the performance obligation by comparing actual efforts or costs incurred to prior year estimates of efforts or costs budgeted for performance obligations that have been fulfilled.


 

 

Compared efforts or costs incurred with Group’s estimate of efforts or costs incurred to date to identify significant variations and evaluate whether those variations have been considered appropriately in estimating the remaining costs or efforts to complete the contract.

 

 

Tested the estimate for consistency with the status of delivery of milestones and customer acceptances and sign off from customers to identify possible delays in achieving milestones,


which require changes in estimated costs or efforts to complete the remaining performance obligations.

 

Allowance for credit losses - Refer to Notes 1.5(h) and 2.3.5 to the consolidated financial statements

Critical Audit Matter Description

The Group determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Group considered current and anticipated future economic conditions relating to industries the Group deals with and the countries where it operates. In calculating expected credit loss, the Group has also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID -19.

We identified allowance for credit losses as a critical audit matter because of the subjectivity in calculating the expected credit losses. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimate of the expected credit losses.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the allowance for credit losses for trade receivables and unbilled revenue included the following, among others:

We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions (2) completeness and accuracy of information used in the estimation of probability of default and (3) computation of the allowance for credit losses.

For a sample of customers:

We tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information.

We evaluated the incorporation of the applicable assumptions into the estimate of expected credit losses and tested the mathematical accuracy and computation of the allowances by using the same input data used by the Group.

 

 

/s/Deloitte Haskins & Sells LLP

Bengaluru, India

May 29, 2020June 11, 2021

We have served as the Company’s auditor since fiscal 2018.


Infosys Limited and subsidiaries

Consolidated Balance Sheet as of March 31,

(Dollars in millions except equity share data)

(Dollars in millions except equity share data)

 

(Dollars in millions except equity share data)

 

 

Note

 

2020

 

 

2019

 

 

Note

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

2.1

 

 

2,465

 

 

 

2,829

 

 

2.1

 

3,380

 

 

 

2,465

 

Current investments

 

2.2

 

 

615

 

 

 

958

 

 

2.2

 

320

 

 

 

615

 

Trade receivables

 

 

 

 

2,443

 

 

 

2,144

 

 

 

 

2,639

 

 

 

2,443

 

Unbilled revenues

 

2.12

 

 

941

 

 

 

777

 

 

2.12

 

1,030

 

 

 

941

 

Prepayments and other current assets

 

2.4

 

 

739

 

 

 

827

 

 

2.4

 

912

 

 

 

739

 

Income tax assets

 

2.18

 

 

1

 

 

 

61

 

 

2.18

 

 

 

 

1

 

Derivative financial instruments

 

2.3

 

8

 

 

48

 

 

2.3

26

 

 

8

 

Total current assets

 

 

 

 

7,212

 

 

 

7,644

 

 

 

 

8,307

 

 

 

7,212

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

2.7

 

 

1,810

 

 

 

1,931

 

 

2.7

 

1,863

 

 

 

1,810

 

Right of use assets

 

2.8

 

 

551

 

 

 

-

 

 

2.8

 

656

 

 

 

551

 

Goodwill

 

2.9

 

 

699

 

 

 

512

 

 

2.9

 

832

 

 

 

699

 

Intangible assets

 

2.9

 

 

251

 

 

 

100

 

 

2.9

 

283

 

 

 

251

 

Non-current investments

 

2.2

 

 

547

 

 

 

670

 

 

2.2

 

1,623

 

 

 

547

 

Unbilled revenues

 

2.12

 

81

 

 

 

 

Deferred income tax assets

 

2.18

 

 

231

 

 

 

199

 

 

2.18

 

150

 

 

 

231

 

Income tax assets

 

2.18

 

 

711

 

 

 

914

 

 

2.18

 

795

 

 

 

711

 

Other non-current assets

 

2.4

 

 

248

 

 

 

282

 

 

2.4

 

235

 

 

 

248

 

Total non-current assets

 

 

 

 

5,048

 

 

 

4,608

 

 

 

 

6,518

 

 

 

5,048

 

Total assets

 

 

 

 

12,260

 

 

 

12,252

 

 

 

 

14,825

 

 

 

12,260

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

 

 

377

 

 

 

239

 

 

 

 

362

 

 

 

377

 

Lease liabilities

 

2.8

 

 

82

 

 

-

 

 

2.8

 

101

 

 

 

82

 

Derivative financial instruments

 

2.3

 

 

65

 

 

 

2

 

 

2.3

 

8

 

 

 

65

 

Current income tax liabilities

 

2.18

 

 

197

 

 

 

227

 

 

2.18

 

294

 

 

 

197

 

Client deposits

 

 

 

 

2

 

 

 

4

 

 

 

 

 

 

 

2

 

Unearned revenues

 

 

 

 

395

 

 

 

406

 

 

 

 

554

 

 

 

395

 

Employee benefit obligations

 

 

 

 

242

 

 

 

234

 

 

 

 

276

 

 

 

242

 

Provisions

 

2.6

 

 

76

 

 

 

83

 

 

2.6

 

97

 

 

 

76

 

Other current liabilities

 

2.5

 

 

1,321

 

 

 

1,498

 

 

2.5

 

1,572

 

 

 

1,321

 

Total current liabilities

 

 

 

 

2,757

 

 

 

2,693

 

 

 

 

3,264

 

 

 

2,757

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease liabilities

 

2.8

 

 

530

 

 

-

 

 

2.8

 

627

 

 

 

530

 

Deferred income tax liabilities

 

2.18

 

 

128

 

 

 

98

 

 

2.18

 

120

 

 

 

128

 

Employee benefit obligations

 

 

 

 

5

 

��

 

6

 

 

 

 

13

 

 

 

5

 

Other non-current liabilities

 

2.5

 

 

139

 

 

 

55

 

 

2.5

 

299

 

 

 

139

 

Total liabilities

 

 

 

 

3,559

 

 

 

2,852

 

 

 

 

4,323

 

 

 

3,559

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital – ₹5/- ($0.16) par value 4,800,000,000 (4,800,000,000) authorized equity shares, issued and outstanding 4,240,753,210 (4,335,954,462) equity shares fully paid up, net of 18,239,356, (20,324,982) treasury shares each as at March 31, 2020 (March 31, 2019), respectively

 

 

 

332

 

 

339

 

Share capital – ₹5/- ($0.16) par value 4,800,000,000 (4,800,000,000) authorized equity shares, issued and outstanding 4,245,146,114 (4,240,753,210) equity shares fully paid up, net of 15,514,732, (18,239,356) treasury shares each as at March 31, 2021 (March 31, 2020), respectively

 

 

332

 

 

332

 

Share premium

 

 

 

 

305

 

 

 

277

 

 

 

 

359

 

 

 

305

 

Retained earnings

 

 

 

 

11,014

 

 

 

11,248

 

 

 

 

12,087

 

 

 

11,014

 

Cash flow hedge reserve

 

 

 

 

(2

)

 

 

3

 

 

 

 

2

 

 

 

(2

)

Other reserves

 

 

 

 

594

 

 

 

384

 

 

 

 

908

 

 

 

594

 

Capital redemption reserve

 

 

 

 

17

 

 

 

10

 

 

 

 

17

 

 

 

17

 

Other components of equity

 

 

 

 

(3,614

)

 

 

(2,870

)

 

 

 

(3,263

)

 

 

(3,614

)

Total equity attributable to equity holders of the company

 

 

 

 

8,646

 

 

 

9,391

 

 

 

 

10,442

 

 

 

8,646

 

Non-controlling interests

 

 

 

 

55

 

 

 

9

 

 

 

 

60

 

 

 

55

 

Total equity

 

 

 

 

8,701

 

 

 

9,400

 

 

 

 

10,502

 

 

 

8,701

 

Total liabilities and equity

 

 

 

 

12,260

 

 

 

12,252

 

 

 

 

14,825

 

 

 

12,260

 

Commitments and contingent liabilities

 

2.6, 2.7, 2.18 and 2.22

 

 

 

 

 

 

 

 

 

2.6, 2.7, 2.8, 2.18 and 2.22

 

 

 

 

 

 

 

 

The accompanying notes form an integral part of the consolidated financial statements.


Infosys Limited and subsidiaries

Consolidated Statements of Comprehensive Income for the years ended March 31,

 

(Dollars in millions except equity share and per equity share data)

(Dollars in millions except equity share and per equity share data)

 

(Dollars in millions except equity share and per equity share data)

 

 

Note

 

 

2020

 

 

2019

 

 

2018

 

 

Note

 

 

2021

 

 

2020

 

 

2019

 

Revenues

 

 

2.11

 

 

 

12,780

 

 

 

11,799

 

 

 

10,939

 

 

 

2.11

 

 

 

13,561

 

 

 

12,780

 

 

 

11,799

 

Cost of sales

 

 

 

 

 

 

8,552

 

 

 

7,687

 

 

 

7,001

 

 

 

 

 

 

 

8,828

 

 

 

8,552

 

 

 

7,687

 

Gross profit

 

 

 

 

 

 

4,228

 

 

 

4,112

 

 

 

3,938

 

 

 

 

 

 

 

4,733

 

 

 

4,228

 

 

 

4,112

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

 

 

 

664

 

 

638

 

 

552

 

 

 

 

 

 

624

 

 

664

 

 

638

 

Administrative expenses

 

 

 

 

 

840

 

 

778

 

 

727

 

 

 

 

 

 

784

 

 

840

 

 

778

 

Total operating expenses

 

 

 

 

 

 

1,504

 

 

 

1,416

 

 

 

1,279

 

 

 

 

 

 

 

1,408

 

 

 

1,504

 

 

 

1,416

 

Operating profit

 

 

 

 

 

 

2,724

 

 

 

2,696

 

 

 

2,659

 

 

 

 

 

 

 

3,325

 

 

 

2,724

 

 

 

2,696

 

Other income, net

 

 

2.16

 

 

395

 

 

411

 

 

513

 

 

 

2.16

 

 

297

 

 

395

 

 

411

 

Finance cost

��

 

2.8

 

 

 

(24

)

 

 

 

 

 

 

 

 

2.8

 

 

 

26

 

 

 

24

 

 

 

 

Reduction in the fair value of Disposal Group held for sale

 

 

2.10

 

 

 

 

 

 

(39

)

 

 

(18

)

 

 

2.10

 

 

 

 

 

 

 

 

 

(39

)

Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale"

 

 

2.10

 

 

 

 

 

 

(65

)

 

 

 

 

 

2.10

 

 

 

 

 

 

 

 

 

(65

)

Share in associate's profit/ (loss), including impairment

 

 

2.20

 

 

 

 

 

 

 

 

 

(11

)

Profit before income taxes

 

 

 

 

 

 

3,095

 

 

 

3,003

 

 

 

3,143

 

 

 

 

 

 

 

3,596

 

 

 

3,095

 

 

 

3,003

 

Income tax expense

 

 

2.18

 

 

757

 

 

803

 

 

657

 

 

 

2.18

 

 

973

 

 

757

 

 

803

 

Net profit

 

 

 

 

 

 

2,338

 

 

 

2,200

 

 

 

2,486

 

 

 

 

 

 

 

2,623

 

 

 

2,338

 

 

 

2,200

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that will not be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Re-measurements of the net defined benefit liability / asset, net

 

2.14 and 2.18

 

 

 

(24

)

 

 

(3

)

 

9

 

 

2.14 and 2.18

 

 

 

17

 

 

 

(24

)

 

 

(3

)

Equity instruments through other comprehensive income, net

 

2.2 and 2.18

 

 

 

(5

)

 

10

 

 

1

 

 

2.2 and 2.18

 

 

 

16

 

 

 

(5

)

 

10

 

 

 

 

 

 

 

(29

)

 

7

 

 

10

 

 

 

 

 

 

 

33

 

 

 

(29

)

 

7

 

Items that will be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair valuation of investments, net

 

2.2 and 2.18

 

 

 

3

 

 

 

 

 

 

 

 

2.2 and 2.18

 

 

 

(14

)

 

 

3

 

 

 

 

Fair value changes on derivatives designated as cash flow hedge, net

 

2.3 and 2.18

 

 

 

(5

)

 

 

3

 

 

 

(6

)

 

2.3 and 2.18

 

 

 

4

 

 

 

(5

)

 

 

3

 

Foreign currency translation

 

 

 

 

 

 

(720

)

 

 

(560

)

 

18

 

 

 

 

 

 

 

333

 

 

 

(720

)

 

 

(560

)

 

 

 

 

 

 

(722

)

 

 

(557

)

 

 

12

 

 

 

 

 

 

 

323

 

 

 

(722

)

 

 

(557

)

Total other comprehensive income/(loss), net of tax

 

 

 

 

 

 

(751

)

 

 

(550

)

 

 

22

 

 

 

 

 

 

 

356

 

 

 

(751

)

 

 

(550

)

Total comprehensive income

 

 

 

 

 

 

1,587

 

 

 

1,650

 

 

 

2,508

 

 

 

 

 

 

 

2,979

 

 

 

1,587

 

 

 

1,650

 

Profit attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the company

 

 

 

 

 

 

2,331

 

 

 

2,199

 

 

 

2,486

 

 

 

 

 

 

 

2,613

 

 

 

2,331

 

 

 

2,199

 

Non-controlling interests

 

 

 

 

 

 

7

 

 

 

1

 

 

 

 

 

 

 

 

 

 

10

 

 

 

7

 

 

 

1

 

 

 

 

 

 

 

2,338

 

 

 

2,200

 

 

 

2,486

 

 

 

 

 

 

 

2,623

 

 

 

2,338

 

 

 

2,200

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the company

 

 

 

 

 

 

1,582

 

 

 

1,649

 

 

 

2,508

 

 

 

 

 

 

 

2,968

 

 

 

1,582

 

 

 

1,649

 

Non-controlling interests

 

 

 

 

 

 

5

 

 

 

1

 

 

 

 

 

 

 

 

 

 

11

 

 

 

5

 

 

 

1

 

 

 

 

 

 

 

1,587

 

 

 

1,650

 

 

 

2,508

 

 

 

 

 

 

 

2,979

 

 

 

1,587

 

 

 

1,650

 

Earnings per equity share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (in $ per share)

 

 

 

 

 

 

0.55

 

 

 

0.51

 

 

 

0.55

 

 

 

 

 

 

 

0.62

 

 

 

0.55

 

 

 

0.51

 

Diluted (in $ per share)

 

 

 

 

 

 

0.55

 

 

 

0.51

 

 

 

0.55

 

 

 

 

 

 

 

0.61

 

 

 

0.55

 

 

 

0.51

 

Weighted average equity shares used in computing earnings per equity share

 

 

2.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.19

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (in shares)

 

 

 

 

 

 

4,257,754,522

 

 

 

4,347,130,157

 

 

 

4,510,664,644

 

 

 

 

 

 

 

4,242,416,665

 

 

 

4,257,754,522

 

 

 

4,347,130,157

 

Diluted (in shares)

 

 

 

 

 

 

4,265,144,228

 

 

 

4,353,420,772

 

 

 

4,515,147,740

 

 

 

 

 

 

 

4,250,732,467

 

 

 

4,265,144,228

 

 

 

4,353,420,772

 

The accompanying notes form an integral part of the consolidated financial statements.


Infosys Limited and subsidiaries

Consolidated Statements of Changes in Equity

 

(Dollars in millions except equity share data)

 

 

 

Number of

Shares (2)

 

 

Share

capital

 

 

Share

premium

 

 

Retained

earnings

 

 

Other

Reserves

 

 

Capital

redemption

reserve

 

 

Cash

Flow

Hedge

Reserve

 

 

Other

components

of equity

 

 

Total

equity

attributable

to equity

holders of

the

company

 

 

Non-

controlling

interest

 

 

Total

equity

 

Balance as of April 1, 2017

 

 

2,285,655,150

 

 

 

199

 

 

 

587

 

 

 

12,190

 

 

 

 

 

 

 

 

 

6

 

 

 

(2,345

)

 

 

10,637

 

 

 

 

 

 

10,637

 

Changes in equity for the year ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Profit

 

 

 

 

 

 

 

 

 

 

 

2,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,486

 

 

 

 

 

 

2,486

 

Re-measurement of the net defined benefit liability/asset* (Refer to Note 2.14 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

 

 

 

9

 

 

 

 

 

 

9

 

Equity instruments through other comprehensive income *(Refer note 2.2 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

Fair value changes on derivatives designated as cash flow hedge* (Refer note 2.3 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

(6

)

 

 

 

 

 

(6

)

Exchange difference on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

18

 

 

 

 

 

 

18

 

Total comprehensive income for the period

 

 

 

 

 

 

 

 

 

 

 

2,486

 

 

 

 

 

 

 

 

 

(6

)

 

 

28

 

 

 

2,508

 

 

 

 

 

 

2,508

 

Shares issued on exercise of employee stock options (Refer to note 2.17)

 

 

700,629

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Transfer to other reserves (Refer note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(340

)

 

 

340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from other reserves on utilization (Refer note 2.15)

 

 

 

 

 

 

 

 

 

 

 

96

 

 

 

(96

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock compensation expense (Refer to note 2.17)

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

12

 

Amount paid upon buyback* (Refer note 2.15)

 

 

(113,043,478

)

 

 

(9

)

 

 

(346

)

 

 

(1,680

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,035

)

 

 

 

 

 

(2,035

)

Transaction costs related to buyback* (Refer note 2.15)

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

(7

)

Amount transferred to capital redemption reserve upon Buyback (Refer note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(9

)

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends (including corporate dividend tax)(1)

 

 

 

 

 

 

 

 

 

 

 

(1,156

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,156

)

 

 

 

 

 

(1,156

)

Balance as of March 31, 2018

 

 

2,173,312,301

 

 

 

190

 

 

 

247

 

 

 

11,587

 

 

 

244

 

 

 

9

 

 

 

 

 

 

(2,317

)

 

 

9,960

 

 

 

 

 

 

9,960

 

Changes in equity for the year ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

2,199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,199

 

 

1

 

 

 

2,200

 

Re-measurement of the net defined benefit liability/asset* (Refer to Note 2.14 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

(3

)

 

 

 

 

 

(3

)

Equity instruments through other comprehensive income* (Refer note 2.2 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

10

 

 

 

 

 

 

10

 

Fair value changes on derivatives designated as cash flow hedge* (Refer note 2.3 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Exchange difference on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(560

)

 

 

(560

)

 

 

 

 

 

(560

)

Total comprehensive income for the period

 

 

 

 

 

 

 

 

 

 

 

2,199

 

 

 

 

 

 

 

 

 

3

 

 

 

(553

)

 

 

1,649

 

 

 

1

 

 

 

1,650

 

Shares issued on exercise of employee stock options - before bonus issue (Refer to note 2.17)

 

 

392,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in share capital on account of Bonus issue (Refer to note 2.15)(1)

 

 

2,173,704,829

 

 

 

150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

150

 

 

 

 

 

 

150

 

Amounts utilized for bonus issue (Refer to note 2.15)(1)

 

 

 

 

 

 

 

 

 

 

 

(150

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(150

)

 

 

 

 

 

(150

)

Shares issued on exercise of employee stock options - after bonus issue (Refer to note 2.15)

 

 

1,196,804

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

(Dollars in millions except equity share data)

 

 

 

Number of

Shares (2)

 

 

Share

capital

 

 

Share

premium

 

 

Retained

earnings

 

 

Other

Reserves

 

 

Capital

redemption

reserve

 

 

Cash

Flow

Hedge

Reserve

 

 

Other

components

of equity

 

 

Total

equity

attributable

to equity

holders of

the

company

 

 

Non-

controlling

interest

 

 

Total

equity

 

Balance as of April 1, 2018

 

 

2,173,312,301

 

 

 

190

 

 

 

247

 

 

 

11,587

 

 

 

244

 

 

 

9

 

 

 

 

 

 

(2,317

)

 

 

9,960

 

 

 

 

 

 

9,960

 

Changes in equity for the year ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Profit

 

 

 

 

 

 

 

 

 

 

 

2,199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,199

 

 

 

1

 

 

 

2,200

 

Re-measurement of the net defined benefit liability/asset* (Refer to Notes 2.14 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

(3

)

 

 

 

 

 

(3

)

Equity instruments through other comprehensive income *(Refer to Notes 2.2 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

10

 

 

 

 

 

 

10

 

Fair value changes on derivatives designated as cash flow hedge* (Refer to Notes 2.3 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Exchange difference on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(560

)

 

 

(560

)

 

 

 

 

 

(560

)

Total comprehensive income for the period

 

 

 

 

 

 

 

 

 

 

 

2,199

 

 

 

 

 

 

 

 

 

3

 

 

 

(553

)

 

 

1,649

 

 

 

1

 

 

 

1,650

 

Shares issued on exercise of employee stock options - before bonus issue (Refer to Note 2.17)

 

 

392,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in share capital on account of Bonus issue (Refer to Note 2.15)(1)

 

 

2,173,704,829

 

 

 

150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

150

 

 

 

 

 

 

150

 

Amounts utilized for bonus issue (Refer to Note 2.15)(1)

 

 

 

 

 

 

 

 

 

 

 

(150

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(150

)

 

 

 

 

 

(150

)

Shares issued on exercise of employee stock options - after bonus issue (Refer to Note 2.15)

 

 

1,196,804

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Buyback of equity shares (Refer to Note 2.5 and 2.15)

 

 

(12,652,000

)

 

 

(1

)

 

 

 

 

 

(288

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(289

)

 

 

 

 

 

(289

)

Transaction costs related to buyback* (Refer to Note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

Amount transferred to capital redemption reserve upon Buyback (Refer to Note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests on acquisition of subsidiary (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

 

 

8

 

Transfer to other reserves

 

 

 

 

 

 

 

 

 

 

 

(346

)

 

 

346

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from other reserves on utilization

 

 

 

 

 

 

 

 

 

 

206

 

 

 

(206

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock compensation expense (Refer to Note 2.17)

 

 

 

 

 

 

 

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28

 

 

 

 

 

 

28

 

Income tax benefit arising on exercise of stock options

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Dividends (including corporate dividend tax)(1)

 

 

 

 

 

 

 

 

 

 

 

(1,957

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,957

)

 

 

 

 

 

(1,957

)

Balance as of March 31, 2019

 

 

4,335,954,462

 

 

 

339

 

 

 

277

 

 

 

11,248

 

 

 

384

 

 

 

10

 

 

 

3

 

 

 

(2,870

)

 

 

9,391

 

 

 

9

 

 

 

9,400

 

Impact on account of adoption of IFRS 16 (Refer to Note 2.8)*

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

(6

)

 

 

 

4,335,954,462

 

 

 

339

 

 

 

277

 

 

 

11,242

 

 

 

384

 

 

 

10

 

 

 

3

 

 

 

(2,870

)

 

 

9,385

 

 

 

9

 

 

 

9,394

 

Changes in equity for the year ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

2,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,331

 

 

 

7

 

 

 

2,338

 

Re-measurement of the net defined benefit liability/asset* (Refer to Notes 2.14 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24

)

 

 

(24

)

 

 

 

 

 

(24

)

Equity instruments through other comprehensive income* (Refer to Notes 2.2 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

(5

)

 

 

 

 

 

(5

)

Fair value changes on investments, net*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

3

 

 

 

 

 

 

3

 


Buyback of equity shares (Refer to note 2.5 and 2.15)

 

 

(12,652,000

)

 

 

(1

)

 

 

 

 

 

(288

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(289

)

 

 

 

 

 

(289

)

Transaction costs related to buyback* (Refer note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

Amount transferred to capital redemption reserve upon Buyback (Refer note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests on acquisition of subsidiary (Refer to note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

 

 

8

 

Transfer to other reserves

 

 

 

 

 

 

 

 

 

 

 

(346

)

 

 

346

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from other reserves on utilization

 

 

 

 

 

 

 

 

 

 

206

 

 

 

(206

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock compensation expense (Refer to note 2.17)

 

 

 

 

 

 

 

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28

 

 

 

 

 

 

28

 

Income tax benefit arising on exercise of stock options

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Dividends (including corporate dividend tax)(1)

 

 

 

 

 

 

 

 

 

 

 

(1,957

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,957

)

 

 

 

 

 

(1,957

)

Balance as of March 31, 2019

 

 

4,335,954,462

 

 

 

339

 

 

 

277

 

 

 

11,248

 

 

 

384

 

 

 

10

 

 

 

3

 

 

 

(2,870

)

 

 

9,391

 

 

 

9

 

 

 

9,400

 

Impact on account of adoption of IFRS 16 (refer to note 2.8)*

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

(6

)

 

 

 

4,335,954,462

 

 

 

339

 

 

 

277

 

 

 

11,242

 

 

 

384

 

 

 

10

 

 

 

3

 

 

 

(2,870

)

 

 

9,385

 

 

 

9

 

 

 

9,394

 

Changes in equity for the year ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

2,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,331

 

 

 

7

 

 

 

2,338

 

Re-measurement of the net defined benefit liability/asset* (Refer to Note 2.14 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24

)

 

 

(24

)

 

 

 

 

 

(24

)

Equity instruments through other comprehensive income* (Refer note 2.2 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

(5

)

 

 

 

 

 

(5

)

Fair value changes on investments, net*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

3

 

 

 

 

 

 

3

 

Fair value changes on derivatives designated as cash flow hedge* (Refer note 2.3 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

 

 

 

(5

)

 

 

 

 

 

(5

)

Exchange difference on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(718

)

 

 

(718

)

 

 

(2

)

 

 

(720

)

Total comprehensive income for the period

 

 

 

 

 

 

 

 

 

 

 

2,331

 

 

 

 

 

 

 

 

 

(5

)

 

 

(744

)

 

 

1,582

 

 

 

5

 

 

 

1,587

 

Shares issued on exercise of employee stock options - after bonus issue (Refer to note 2.17)

 

 

2,666,014

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Buyback of equity shares (Refer to note 2.15)

 

 

(97,867,266

)

 

 

(7

)

 

 

 

 

 

(895

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(902

)

 

 

 

 

 

(902

)

Transaction costs related to buyback* (Refer note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Amount transferred to capital redemption reserve upon Buyback (Refer note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests on acquisition of subsidiary (Refer to note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46

 

 

 

46

 

Transfer to other reserves

 

 

 

 

 

 

 

 

 

 

 

(361

)

 

 

361

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from other reserves on utilization

 

 

 

 

 

 

 

 

 

 

151

 

 

 

(151

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of modification of equity settled share-based payment awards to cash settled awards (Refer to note 2.17)

 

 

 

 

 

 

 

 

(7

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

 

 

 

(8

)

Financial liability under option arrangements (Refer to note 2.10)

 

 

 

 

 

 

 

 

 

 

 

(86

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(86

)

 

 

 

 

 

(86

)

Employee stock compensation expense (Refer to note 2.17)

 

 

 

 

 

 

 

 

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33

 

 

 

 

 

 

33

 

Income tax benefit arising on exercise of stock options

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Dividends paid to non-controlling interest of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

(5

)

Dividends (including corporate dividend tax)(1)

 

 

 

 

 

 

 

 

 

 

 

(1,359

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,359

)

 

 

 

 

 

(1,359

)

Balance as of March 31, 2020

 

 

4,240,753,210

 

 

 

332

 

 

 

305

 

 

 

11,014

 

 

 

594

 

 

 

17

 

 

 

(2

)

 

 

(3,614

)

 

 

8,646

 

 

 

55

 

 

 

8,701

 

Fair value changes on derivatives designated as cash flow hedge* (Refer to Notes 2.3 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

 

 

 

(5

)

 

 

 

 

 

(5

)

Exchange difference on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(718

)

 

 

(718

)

 

 

(2

)

 

 

(720

)

Total comprehensive income for the period

 

 

 

 

 

 

 

 

 

 

 

2,331

 

 

 

 

 

 

 

 

 

(5

)

 

 

(744

)

 

 

1,582

 

 

 

5

 

 

 

1,587

 

Shares issued on exercise of employee stock options - after bonus issue (Refer to Note 2.17)

 

 

2,666,014

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Buyback of equity shares (Refer to Note 2.15)

 

 

(97,867,266

)

 

 

(7

)

 

 

 

 

 

(895

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(902

)

 

 

 

 

 

(902

)

Transaction costs related to buyback* (Refer to Note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Amount transferred to capital redemption reserve upon Buyback (Refer to Note 2.15)

 

 

 

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests on acquisition of subsidiary (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46

 

 

 

46

 

Transfer to other reserves

 

 

 

 

 

 

 

 

 

 

 

(361

)

 

 

361

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from other reserves on utilization

 

 

 

 

 

 

 

 

 

 

151

 

 

 

(151

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of modification of equity settled share-based payment awards to cash settled awards (Refer to Note 2.17)

 

 

 

 

 

 

 

 

(7

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

 

 

 

(8

)

Financial liability under option arrangements (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

(86

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(86

)

 

 

 

 

 

(86

)

Employee stock compensation expense (Refer to Note 2.17)

 

 

 

 

 

 

 

 

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33

 

 

 

 

 

 

33

 

Income tax benefit arising on exercise of stock options

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Dividends paid to non-controlling interest of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

(5

)

Dividends (including corporate dividend tax)(1)

 

 

 

 

 

 

 

 

 

 

 

(1,359

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,359

)

 

 

 

 

 

(1,359

)

Balance as of March 31, 2020

 

 

4,240,753,210

 

 

 

332

 

 

 

305

 

 

 

11,014

 

 

 

594

 

 

 

17

 

 

 

(2

)

 

 

(3,614

)

 

 

8,646

 

 

 

55

 

 

 

8,701

 

Changes in equity for the year ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

2,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,613

 

 

 

10

 

 

 

2,623

 

Re-measurement of the net defined benefit liability/asset* (Refer to Notes 2.14 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

17

 

 

 

 

 

 

17

 

Equity instruments through other comprehensive income* (Refer to Notes 2.2 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

16

 

 

 

 

 

 

16

 

Fair value changes on investments, net*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

(14

)

 

 

 

 

 

(14

)

Fair value changes on derivatives designated as cash flow hedge* (Refer to Notes 2.3 and 2.18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

4

 

 

 

 

 

 

4

 

Exchange difference on translation of foreign operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

332

 

 

 

332

 

 

 

1

 

 

 

333

 

Total comprehensive income for the period

 

 

 

 

 

 

 

 

 

 

 

2,613

 

 

 

 

 

 

 

 

 

4

 

 

 

351

 

 

 

2,968

 

 

 

11

 

 

 

2,979

 

Shares issued on exercise of employee stock options (Refer to Note 2.17)

 

 

4,392,904

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Effect of modification of share-based payment awards (Refer to Note 2.17)

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

12

 

Transfer to other reserves

 

 

 

 

 

 

 

 

 

 

 

(455

)

 

 

455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from other reserves on utilization

 

 

 

 

 

 

 

 

 

 

141

 

 

 

(141

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock compensation expense (Refer to Note 2.17)

 

 

 

 

 

 

 

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34

 

 

 

 

 

 

34

 

Income tax benefit arising on exercise of stock options

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Payment towards acquisition of minority interest

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(3

)

 

 

(7

)

Dividends paid to non-controlling interest of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

(3

)

Dividends (1)

 

 

 

 

 

 

 

 

 

 

 

(1,222

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,222

)

 

 

 

 

 

(1,222

)

Balance as of March 31, 2021

 

 

4,245,146,114

 

 

 

332

 

 

 

359

 

 

 

12,087

 

 

 

908

 

 

 

17

 

 

 

2

 

 

 

(3,263

)

 

 

10,442

 

 

 

60

 

 

 

10,502

 


*

net of taxes


(1)

net of treasury shares

(2)

excludes treasury shares of 15,514,732 as of March 31, 2021, 18,239,356 as of March 31, 2020 and 20,324,982 as of March 31, 2019 and 10,801,956 as of March 31, 2018 and 11,289,514 April 1, 2017,2018, held by consolidated trust. The treasury shares as at March 31, 2018 and April 1, 2017 havehas not been adjusted for the September 2018 bonus issue.

The accompanying notes form an integral part of the consolidated financial statementsstatements.


Infosys Limited and subsidiaries

Consolidated Statements of Cash Flows

Accounting policy

Cash flows are reported using the indirect method, whereby profit for the year is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash to be cash equivalents.

 

(Dollars in millions)

(Dollars in millions)

(Dollars in millions)

For the years ended March 31,

 

Note

 

2020

 

2019

 

2018

 

Note

 

2021

 

2020

 

2019

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

 

 

2,338

 

2,200

 

2,486

 

 

 

2,623

 

2,338

 

2,200

Adjustments to reconcile net profit to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

2.7, 2.8 and 2.9

 

407

 

287

 

289

 

2.7, 2.8 and 2.9

 

441

 

407

 

287

Interest and dividend income

 

 

 

(68)

 

(130)

 

(129)

 

 

 

(77)

 

(68)

 

(130)

Finance cost

 

 

 

24

 

 

 

 

 

26

 

24

 

Income tax expense

 

2.18

 

757

 

803

 

657

 

2.18

 

973

 

757

 

803

Effect of exchange rate changes on assets and liabilities

 

 

 

27

 

10

 

3

 

 

 

(8)

 

27

 

10

Impairment loss under expected credit loss model

 

 

 

23

 

34

 

5

 

 

 

25

 

23

 

34

Reduction in fair value of Disposal Group held for sale

 

2.10

 

 

39

 

18

 

2.10

 

 

 

39

Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale"

 

2.10

 

��

 

65

 

 

2.10

 

 

 

65

Share in net profit/(loss) of associate, including impairment

 

 

 

 

 

11

Stock compensation expense

 

 

 

34

 

29

 

13

 

 

 

45

 

34

 

29

Other adjustments

 

 

 

(20)

 

(15)

 

(20)

 

 

 

(13)

 

(20)

 

(15)

Changes in working capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables and unbilled revenues

 

 

 

(542)

 

(411)

 

(237)

 

 

 

(248)

 

(542)

 

(411)

Prepayments and other assets

 

 

 

70

 

(120)

 

(58)

 

 

 

(90)

 

70

 

(120)

Trade payables

 

 

 

(52)

 

131

 

51

 

 

 

(33)

 

(52)

 

131

Client deposits

 

 

 

(2)

 

(2)

 

1

 

 

 

 

(2)

 

(2)

Unearned revenues

 

 

 

21

 

48

 

104

 

 

 

138

 

21

 

48

Other liabilities and provisions

 

 

 

233

 

269

 

122

 

 

 

319

 

233

 

269

Cash generated from operations

 

 

 

3,250

 

3,237

 

3,316

 

 

 

4,121

 

3,250

 

3,237

Income taxes paid

 

2.18

 

(639)

 

(975)

 

(1,059)

 

2.18

 

(863)

 

(639)

 

(975)

Net cash provided by operating activities

 

 

 

2,611

 

2,262

 

2,257

 

 

 

3,258

 

2,611

 

2,262

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditure on property, plant and equipment

 

 

 

(465)

 

(349)

 

(310)

Expenditure on property, plant and equipment and intangibles

 

 

 

(285)

 

(465)

 

(349)

Loans to employees

 

 

 

 

2

 

4

 

 

 

 

 

2

Deposits placed with corporation

 

 

 

(15)

 

(3)

 

(20)

 

 

 

(28)

 

(15)

 

(3)

Interest and dividend received

 

 

 

52

 

79

 

67

 

 

 

70

 

52

 

79

Payment for acquisition of business, net of cash acquired

 

2.10

 

(252)

 

(77)

 

(4)

 

2.10

 

(165)

 

(252)

 

(77)

Payment of contingent consideration pertaining to acquisition of business

 

 

 

(1)

 

(3)

 

(5)

 

 

 

(21)

 

(1)

 

(3)

Advance payment towards acquisition of business

 

2.10

 

 

(30)

 

 

2.10

 

 

 

(30)

Investment in equity and preference securities

 

 

 

(6)

 

(3)

 

(4)

Proceeds from sale of equity and preference securities

 

 

 

4

 

16

 

5

Investment in other investments

 

 

 

(4)

 

(3)

 

(4)

Redemption of other investments

 

 

 

 

2

 

Investment in quoted debt securities

 

 

 

(363)

 

(145)

 

(16)

Redemption of quoted debt securities

 

 

 

512

 

123

 

18

Investment in certificates of deposit

 

 

 

(156)

 

(342)

 

(1,032)

Redemption of certificates of deposit

 

 

 

360

 

791

 

1,503

Investment in commercial papers

 

 

 

 

(70)

 

(45)

Redemption of commercial papers

 

 

 

72

 

43

 

Payments to acquire Investments

 

 

 

 

 

 

 

 

Liquid mutual fund units and fixed maturity plan securities

 

 

 

(4,753)

 

(4,897)

 

(11,184)

Certificates of deposit

 

 

 

 

(156)

 

(342)

Commercial papers

 

 

 

 

 

(70)

Quoted debt securities

 

 

 

(1,555)

 

(363)

 

(145)

Equity and preference securities

 

 

 

 

(6)

 

(3)

Other investments

 

 

 

(3)

 

(4)

 

(3)

Proceeds on sale of Investments

 

 

 

 

 

 

 

 

Quoted debt securities

 

 

 

534

 

512

 

123

Equity and preference securities

 

 

 

10

 

4

 

16

Certificates of deposit

 

 

 

154

 

360

 

791

Commercial papers

 

 

 

 

72

 

43

Liquid mutual fund units and fixed maturity plan securities

 

 

 

4,909

 

4,873

 

10,965

Other investments

 

 

 

3

 

 

2

Escrow and other deposits pertaining to Buyback

 

2.4

 

37

 

(37)

 

 

2.4

 

 

37

 

(37)

Other payments

 

 

 

(6)

 

 

Other receipts

 

 

 

7

 

 

 

 

 

7

 

7

 

Investment in liquid mutual fund units and fixed maturity plan securities

 

 

 

(4,897)

 

(11,184)

 

(9,628)

Redemption of liquid mutual fund units and fixed maturity plan securities

 

 

 

4,873

 

10,965

 

9,953

Net cash (used)/ generated in investing activities

 

 

 

(242)

 

(225)

 

482

 

 

 

(1,129)

 

(242)

 

(225)

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payment of lease liabilities

 

 

 

(80)

 

 

 

 

 

(94)

 

(80)

 

Payment of dividends (including corporate dividend tax)

 

 

 

(1,359)

 

(1,956)

 

(1,156)

 

 

 

(1,226)

 

(1,359)

 

(1,956)

Payment of dividends to non-controlling interests of subsidiary

 

 

 

(5)

 

 

 

 

 

(3)

 

(5)

 

Shares issued on exercise of employee stock options

 

 

 

1

 

1

 

1

 

 

 

2

 

1

 

1

Payment towards purchase of non-controlling interest

 

 

 

(7)

 

 

Other receipts

 

 

 

11

 

 

Buyback of shares including transaction cost

 

 

 

(1,070)

 

(118)

 

(2,042)

 

 

 

 

(1,070)

 

(118)

Net cash used in financing activities

 

 

 

(2,513)

 

(2,073)

 

(3,197)

 

 

 

(1,317)

 

(2,513)

 

(2,073)

Net increase/(decrease) in cash and cash equivalents

 

 

 

(144)

 

(36)

 

(458)

 

 

 

812

 

(144)

 

(36)

Effect of exchange rate changes on cash and cash equivalents

 

 

 

(220)

 

(184)

 

18

 

 

 

103

 

(220)

 

(184)

Cash and cash equivalents at the beginning

 

2.1

 

2,829

 

3,049

 

3,489

 

2.1

 

2,465

 

2,829

 

3,049

Cash and cash equivalents at the end

 

2.1

 

2,465

 

2,829

 

3,049

 

2.1

 

3,380

 

2,465

 

2,829

Supplementary information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash balance

 

2.1

 

52

 

52

 

82

 

2.1

 

69

 

52

 

52

 

The accompanying notes form an integral part of the consolidated financial statements


Notes to the Consolidated Financial Statements

1. Overview

1.1 Company overview

Infosys Limited ('the Company'(“the Company” or Infosys)“Infosys”) provides consulting, technology, outsourcing and next-generation digital services, to enable clients to execute strategies for their digital transformation.

Infosys together with its subsidiaries and controlled trusts is herein after referred to as the “Group”.

The Company is a public limited company incorporated and domiciled in India and has its registered office at Bengaluru, Karnataka, India. The Company has its primary listings on the BSE Limited and National Stock Exchange of India Limited in India. The Company’s American Depositary Shares (“ADS”) representing equity shares are listed on the New York Stock Exchange (NYSE)(“NYSE”).

Further, the Company's ADS were also listed on the Euronext London and Euronext Paris. On July 5, 2018, the Company voluntarily delisted its ADS from Euronext London and Euronext Paris due to low average daily trading volume of its ADS on these exchanges.

The Group's consolidated financial statements are authorized for issue by the Company’s Board of Directors on May 29, 2020.June 11, 2021.

1.2 Basis of preparation of financial statements

These consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS)(“IFRS”) as issued by the International Accounting Standards Board (“IASB”), under the historical cost convention on the accrual basis except for certain financial instruments which have been measured at fair values. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

 

1.3 Basis of consolidationsconsolidation

Infosys consolidates entities which it owns or controls. The consolidated financial statements comprise the financial statements of the company,Company, its controlled trusts and its subsidiaries. Control exists when the parent has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity's returns. Subsidiaries are consolidated from the date control commences until the date control ceases. 

The financial statements of the Group companies are consolidated on a line-by-line basis and intra-group balances and transactions including unrealized gain / loss from such transactions are eliminated upon consolidation. These financial statements are prepared by applying uniform accounting policies in use at the Group. Non-controlling interests which represent part of the net profit or loss and net assets of subsidiaries that are not, directly or indirectly, owned or controlled by the company, are excluded.

Refer to Note 2.20 for the list of subsidiaries and controlled trusts of the Company.


1.4 Use of estimates and judgments

The preparation of the financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements have been disclosed in Note 1.5. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates and judgments are reflected in the consolidated financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements.

Estimation of uncertainties relating to the global health pandemic from COVID-19 (COVID-19):

The Group has considered the possible effects that may result from the COVID-19 pandemic relating to COVID-19 onin the preparation of these consolidated financial statements including the recoverability of carrying amounts of receivables, unbilled revenues, goodwillfinancial and intangiblenon-financial assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of thisthe COVID-19 pandemic, the Group ashas, at the date of approval of these consolidated financial statements, has used internal and external sources of information including credit reports and related information and economic forecasts and consensus estimates from market sources on the expected future performance of the Group. The Group has performed sensitivity analysis on the assumptions used and based on current estimates expects that the carrying amount of these assets will be recovered. The impact of the COVID-19 pandemic on the Group's financial statements may differ from that estimated as at the date of approval of these consolidated financial statements.

1.5 Critical accounting estimates and judgements

a. Revenue recognition

The Group’s contracts with customers include promises to transfer multiple products and services to a customer. Revenues from customer contracts are considered for recognition and measurement when the contract has been approved, in writing, by the parties to the contract, the parties to the contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. The Group assesses the services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligations to determine the deliverables and the ability of the customer to benefit independently from such deliverables, and allocation of transaction price to these distinct performance obligations involves significant judgement.

Fixed price maintenance revenue is recognized ratably on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period. Revenue from a fixed price maintenance contract is recognized ratably using a percentage of completion method when the pattern of benefits from the services rendered to the customer and Group’s costs to fulfil the contract is not even through the period of the contract because the services are generally discrete in nature and not repetitive. The use of method to recognize the maintenance revenues requires judgment and is based on the promises in the contract and nature of the deliverables.

The Group uses the percentage-of-completion method in accounting for other fixed-price contracts. Use of the percentage-of-completion method requires the Group to determine the actual efforts or costs expended to date as a proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. The estimation of total efforts or costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information.

Provisions for estimated losses, if any, on uncompletedincomplete contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract.

 


b. Income taxes

The Group's two major tax jurisdictions are India and the U.S.,United States, though the company also files tax returns in other overseas jurisdictions.

Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Group will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.reduced (Refer to Note 2.18).

c. Business combinations and intangible assets

Business combinations are accounted for using IFRS 3 (Revised), Business Combinations. IFRS 3 requires theus to fair value identifiable intangible assets and contingent consideration to be fair valued in order to ascertain the net fair value of identifiable assets, liabilities and contingent liabilities of the acquired entity. Significant estimatesacquiree. Estimates are required to be made in determining the value of contingent consideration, value of option arrangements and intangible assets. These valuations are conducted by external valuation expertsexperts. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management (Refer to Note 2.9 and 2.10).

d. Property, plant and equipment

Property, plant and equipment represent a significant proportion of the asset base of the Group. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the Group's assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology (Refer to Note 2.7).

e. Impairment of Goodwill

Goodwill is tested for impairment on an annual basis and whenever there is an indication that the recoverable amount of a cash generating unit (CGUs)(“CGU”) is less than its carrying amount. For the impairment test, goodwill is allocated to the CGU or groups of CGUs which benefit from the synergies of the acquisition and which represent the lowest level at which goodwill is monitored for internal management purposes.

The recoverable amount of CGUs is determined based on higher of value-in-use and fair value less cost to sell. Key assumptions in the cash flow projections are prepared based on current economic conditions and comprises estimated long term growth rates, weighted average cost of capital and estimated operating margins.margins (Refer to Note no 2.9).

f. Leases

TheAs a lessee, the Group determines the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the GroupCompany considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Group’sInfosys’ operations taking into account the location of the


underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the


Group has concluded that no material changes are required to lease period relating to the existing lease contracts.contracts (Refer to Note no. 2.8).

g. Non-current assets and Disposal groups held for sale

Assets and liabilities of disposal groups held for sale are measured at the lower of carrying amount and fair value less costs to sell. The determination of fair value less costs to sell includes use of management estimates and assumptions. The fair value of the disposal groups havehas been estimated using valuation techniques including income and market approach which includes unobservable inputs.

Non-current assets and disposal group that ceases to be classified as held for sale shall be measured at the lower of carrying amount before the Non-current asset and disposal group was classified as held for sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the disposal group no longer meets the " Held"Held for Sale" criteria. Recoverable amounts of assets reclassified from held for sale have been estimated using management’s assumptions which consist of significant unobservable inputs.

 

h. Allowance for Credit Loss on receivables and unbilled revenue

The Group determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Group considered current and anticipated future economic conditions relating to industries the Group deals with and the countries where it operates. In calculating expected credit loss, the Group has also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID -19.COVID-19 pandemic.

 

1.6 Recent accounting pronouncements

1.6.1 Standards issued but not yet effective

New and revised IFRS Standards in issue but not yet effective:

Amendments to IAS 16 Property, Plant and Equipment:Proceeds before Intended Use

Conceptual Framework in IFRS Standards

:

 

Amendments to References to the Conceptual Framework

Amendments to IFRS 3

:

Definition of a Business

Amendments to IAS 1 and IAS 8

:

Definition of Material

Amendments to IFRS 9, IAS 39 and IFRS 7

:

Interest Rate Benchmark Reform

Amendments to ReferencesIAS 37 Onerous Contracts:Cost of Fulfilling a Contract

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16:Interest Rate Benchmark Reform – Phase 2

Amendments to IAS 8, Accounting Policies, Changes in

Accounting, Estimates and Errors:Definition of Accounting Estimates

Amendments to IAS 1, Presentation of Financial Statements:Disclosure of Accounting Policies

Amendments to IAS 16

On May 14, 2020, IASB has issued an amendment to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use (“Amendments to IAS 16”) which amends the standard to prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the Conceptual Framework in IFRS Standards

In March 2018, International Accounting Standards Board (IASB) issued Amendmentslocation and condition necessary for it to References to the Conceptual Framework in IFRS Standards. The document contains amendments to various IFRS standards.

Not all amendments, however, update those pronouncements with regard to references to and quotes from the framework so that they refer to the revised Conceptual Framework. Some pronouncements are only updated to indicate which versionbe capable of the Framework they are referencing to (the IASB Framework adopted by the IASB in 2001, the IASB Framework of 2010, or the new revised Framework of 2018) or to indicate that definitionsoperating in the Standard have not been updated withmanner intended by management. Instead, an entity recognizes the new definitions developedproceeds from selling such items, and the cost of producing those items, in the revised Conceptual Framework.profit or loss.

The amendments, where they actually are updates, are effective date for the adoption of this amendment is the annual periods beginning on or after January 1, 2020, with2022, although early applicationadoption is permitted.

The Group does not expect thathas evaluated the amendment to have anyand there is no impact on its consolidated financial statements.


Amendments to IAS 37

On May 14, 2020 IASB issued Onerous Contracts — Cost of Fulfilling a Contract (“Amendments to IAS 37”) which specifies that the “cost of fulfilling” a contract comprises the “costs that relate directly to the contract”. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labor, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

The effective date for adoption of this amendment is the annual periods beginning on or after January 1, 2022, although early adoption is permitted. The Group is in the process of evaluating the impact of the amendment.

Amendments to IFRS 3 Definition9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform (Phase 2)

The IASB has finalized its response to the ongoing reform of Inter-Bank Offered Rates (IBOR) and other interest rate benchmarks by issuing a business

On October 22, 2018, the International Accounting Standard Board has issuedpackage of amendments to IFRS 3, ‘Business Combinations’,Standards in connection with clarification of definition of business, to determine whether an acquisition is a business or a group of assets.August 2020. The amendment added a concept called “Optional Concentration Test” that makes it easier to conclude thatamendments complement those issued in 2019 and focus on the effects on financial statements when a company has acquiredreplaces the old interest rate benchmark with an alternative benchmark rate as a group of assets rather than a business, if the valueresult of the assets acquired is substantially concentratedreform. The amendments in a single asset or group of similar assets. An entity may electthis final phase relate to apply or not to apply this optional concentration test on a transaction by transaction basis.practical expedient for particular changes in contractual cash flows, relief from specific hedge accounting requirements and certain disclosure requirement.

The effective date for adoption of this amendment will apply tois the Company effective Aprilannual periods beginning on or after January 1, 20202021, although early adoption is permitted.

The Group has evaluated the amendment and has to be applied prospectively. Hence there is no impact on theits consolidated financial statement.statements.

Amendments to IAS 8

On February 12, 2021, IASB issued amendments to IAS 8 Accounting Policies, Changes in Accounting estimates and Errors which introduced a definition of ‘accounting estimates’ and included amendments to IAS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates.

The effective date for adoption of this amendment is the annual periods beginning on or after January 1, 2023, although early adoption is permitted. The Group has evaluated the amendment and there is no impact on its consolidated financial statements.

Amendments to IAS 1 and IAS 8 Definition of Material

In October 2018, the IASBOn February 12, 2021 International Accounting Standards Board (IASB) has issued Amendmentsamendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and ErrorsIFRS Practice Statement 2 Making Materiality Judgements which requires the entities to make the definition ofdisclose their material in IAS 1 easier to understand. The amendments are not intended to alter the underlying concept of materiality in IFRS Standards. The concept of ‘obscuring’ material information with immaterial information has been included as part of the new definition.

The threshold for materiality influencing users has been changed from ‘could influence’ to ‘could reasonably be expected to influence’.

The definition of material in IAS 8 has been replaced by a reference to the definition of material in IAS 1. In addition, the IASB amended other Standards and the Conceptual Framework that contain a definition of material or refer to the term ‘material’ to ensure consistency.

The amendments are required to be applied prospectively for annual periods beginning on or after January 1, 2020, with earlier application permitted.

The Group does not expect the amendment to have any material impact on its evaluation of materiality in relation to its financial statements.

Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark Reform

In September 2019, IASB introduced amendments, which modified specific hedge accounting requirements, so that entities would apply those hedgepolicies rather than their significant accounting requirements assuming that the interest rate benchmark is not altered as a result of the interest rate benchmark reform.

The changes will mandatorily apply to all hedging relationships that are directly affected by the interest rate benchmark reform.

The Group does not expect the amendment to have any significant impact.policies.

The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2020,2023, although early adoption is permitted. The Group is in the process of evaluating the impact of the amendment.

 

 


2 Notes to the consolidated financial statements

2.1 Cash and cash equivalents

Cash and cash equivalents consist of the following:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Cash and bank deposits

 

 

1,624

 

 

 

2,052

 

 

 

2,745

 

 

 

1,624

 

Deposits with financial institutions

 

 

841

 

 

 

777

 

 

 

635

 

 

 

841

 

 

 

2,465

 

 

 

2,829

 

 

 

3,380

 

 

 

2,465

 


 

Cash and cash equivalents as of March 31, 20202021 and March 31, 20192020 include restricted cash and bank balances of $52$69 million and $52 million, respectively. The restrictions are primarily on account of bank balances held by irrevocable trusts controlled by the Company and bank balances held as margin money deposits against guarantees.

The deposits maintained by the Group with banks and financial institution comprise of time deposits, which can be withdrawn by the Group at any point without prior notice or penalty on the principal.

Refer to Note 2.3 for accounting policies on financial instruments.


2.2 Investments

The carrying value of investments are as follows: 

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Current investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized cost:

 

 

 

 

 

 

 

 

Quoted debt securities

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

3

 

Fair value through profit and loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquid mutual funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

278

 

 

258

 

 

205

 

 

278

 

Fixed Maturity Plan Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

65

 

 

 

 

 

 

 

 

65

 

Fair Value through Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quoted debt securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

123

 

 

267

 

Commercial paper

 

 

 

 

 

 

 

 

Fair value

 

 

 

 

72

 

 

115

 

 

123

 

Certificates of deposit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

149

 

 

358

 

 

 

 

 

149

 

 

 

615

 

 

 

958

 

 

 

320

 

 

 

615

 

Non-Current investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quoted debt securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

244

 

 

274

 

 

294

 

 

244

 

Fair value through Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quoted debt securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

281

 

 

310

 

 

 

1,293

 

 

281

 

Unquoted equity and preference securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

14

 

 

15

 

 

23

 

 

14

 

Fair value through profit and loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity plan securities

 

 

 

 

 

 

 

 

Unquoted Compulsorily convertible debentures

 

 

 

 

 

 

 

 

Fair value

 

 

 

 

66

 

 

 

1

 

 

 

 

Unquoted Preference securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

1

 

 

3

 

 

2

 

 

1

 

Others:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

7

 

 

2

 

 

10

 

 

7

 

 

547

 

 

670

 

 

 

1,623

 

 

 

547

 

Total Investments

 

 

1,162

 

 

 

1,628

 

 

 

1,943

 

 

 

1,162

 

Investment carried at amortized cost

 

 

244

 

 

 

277

 

 

 

294

 

 

 

244

 

Investments carried at fair value through other comprehensive income

 

 

567

 

 

 

1,022

 

 

 

1,431

 

 

 

567

 

Investments carried at fair value through profit and loss

 

 

351

 

 

 

329

 

 

 

218

 

 

 

351

 

 

Note:

Uncalled capital commitments outstanding as of March 31, 20202021 and March 31, 20192020 was $8$6 million and $12$8 million, respectively.

Refer to Note 2.3 for accounting policies on financial instruments.


Details of amounts recorded in other comprehensive income:

(Dollars in millions)

 

Net gain / (loss) on

 

Year ended March 31, 2021

 

 

 

Gross

 

 

Tax

 

 

Net

 

Quoted debt securities

 

 

(17

)

 

 

3

 

 

 

(14

)

Unquoted equity and preference securities

 

 

19

 

 

 

(3

)

 

 

16

 

 

(Dollars in millions)

 

Net gain / (loss) on

 

Year ended March 31, 2020

 

 

 

Gross

 

 

Tax

 

 

Net

 

Quoted debt securities

 

 

4

 

 

 

 

 

 

4

 

Certificate of deposits

 

 

(1

)

 

 

 

 

 

(1

)

Unquoted equity and preference securities

 

 

(4

)

 

 

(1

)

 

 

(5

)

 

Net gain / (loss) on

 

Year ended March 31, 2019

 

 

 

Gross

 

 

Tax

 

 

Net

 

Quoted debt securities

 

 

1

 

 

 

 

 

 

1

 

Certificate of deposits

 

 

(1

)

 

 

 

 

 

(1

)

Unquoted equity and preference securities

 

 

9

 

 

 

1

 

 

 

10

 

(Dollars in millions)

(Dollars in millions)

 

Net gain / (loss) on

 

Year ended March 31, 2018

 

 

Year ended March 31, 2019

 

 

Gross

 

 

Tax

 

 

Net

 

 

Gross

 

 

Tax

 

 

Net

 

Quoted debt securities

 

 

(2

)

 

 

 

 

 

(2

)

 

 

1

 

 

 

 

 

 

1

 

Certificate of deposits

 

 

3

 

 

 

(1

)

 

 

2

 

 

 

(1

)

 

 

 

 

 

(1

)

Unquoted equity and preference securities

 

 

1

 

 

 

 

 

 

1

 

 

 

9

 

 

 

1

 

 

 

10

 

 

Method of fair valuation:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

 

 

Fair value

 

 

 

 

Fair value

 

 

 

 

As at March 31

 

 

 

 

As at March 31

 

Class of investment

 

Method

 

2020

 

 

2019

 

 

Method

 

2021

 

 

2020

 

Liquid mutual funds

 

Quoted price

 

 

278

 

 

 

258

 

 

Quoted price

 

 

205

 

 

 

278

 

Fixed Maturity Plan securities

 

Market observable inputs

 

 

65

 

 

 

66

 

 

Market observable inputs

 

 

 

 

 

65

 

Quoted debt securities- carried at amortized cost

 

Quoted price and market

observable inputs

 

 

284

 

 

 

307

 

 

Quoted price and market

observable inputs

 

 

347

 

 

 

284

 

Quoted debt securities- carried at Fair value through other comprehensive income

 

Quoted price and market

observable inputs

 

 

404

 

 

 

577

 

 

Quoted price and market

observable inputs

 

 

1,408

 

 

 

404

 

Commercial paper

 

Market observable inputs

 

 

-

 

 

 

72

 

Certificate of deposits

 

Market observable inputs

 

 

149

 

 

 

358

 

 

Market observable inputs

 

 

 

 

 

149

 

Unquoted equity and preference securities at fair value through other comprehensive income

 

Discounted cash flows method,

Market multiples method,

Option pricing model

 

 

14

 

 

 

15

 

 

Discounted cash flows method,

Market multiples method,

Option pricing model

 

 

23

 

 

 

14

 

Unquoted equity and preference securities- carried at fair value through profit or loss

 

Discounted cash flows method,

Market multiples method,

Option pricing model

 

 

1

 

 

 

3

 

 

Discounted cash flows method,

Market multiples method,

Option pricing model

 

 

2

 

 

 

1

 

Unquoted compulsorily convertible debentures- carried at fair value through profit or loss

 

Discounted cash flows method

 

 

1

 

 

 

 

Others

 

Discounted cash flows method,

Market multiples method,

Option pricing model

 

 

7

 

 

 

2

 

 

Discounted cash flows method,

Market multiples method,

Option pricing model

 

 

10

 

 

 

7

 

 

 

 

 

1,202

 

 

 

1,658

 

 

 

 

 

1,996

 

 

 

1,202

 

 

Note: Certain quoted investments are classified as Level 2 in the absence of active market for such investments.

 


2.3 Financial instruments

Accounting policy 

 

2.3.1 Initial recognition

 

The Group recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

 

2.3.2 Subsequent measurement

 

a. Non-derivative financial instruments

 

(i) Financial assets carried at amortized cost

 

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

(ii) Financial assets at fair value through other comprehensive income (FVOCI)

 

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Group has made an irrevocable election for its investments which are classified as equity instruments to present the subsequent changes in fair value in other comprehensive income based on its business model.

(iii) Financial assets at fair value through profit or loss (FVTPL)

 

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

 

(iv) Financial liabilities

 

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration and financial liability under option arrangements recognized in a business combination which is subsequently measured at fair value through profit or loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

 

b. Derivative financial instruments

 

The Group holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. Bank counterparty for such contracts is generally a bank.

 

(i) Financial assets or financial liabilities, at fair value through profit or loss

 

This category includes derivative financial assets or liabilities which are not designated as hedges.

 


Although the groupGroup believes that these derivatives constitute hedges from an economic perspective, they may not qualify for hedge accounting under IFRS 9, Financial Instruments. Any derivative that is either not designated a hedge, or is so designated but is ineffective as per IFRS 9, is categorized as a financial asset or financial liability, at fair value through profit or loss.


 

Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in the statement of comprehensive income when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss and the resulting exchange gains or losses are included in other income. Assets/ liabilities in this category are presented as current assets/current liabilities if they are either held for trading or are expected to be realized within 12 months after the balance sheet date.

 

(ii) Cash flow hedge

 

The Group designates certain foreign exchange forward and options contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast cash transactions.

 

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and accumulated in the cash flow hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in the net profit in the statement of comprehensive income. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the net profit in the statement of comprehensive income upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, then the amount accumulated in cash flow hedging reserve is reclassified to the net profit in the statement of comprehensive income.

 

 

2.3.3 Derecognition of financial instruments

 

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under IFRS 9. A financial liability (or a part of a financial liability) is derecognized from the Group's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

 

2.3.4 Fair value of financial instruments

 

In determining the fair value of its financial instruments, the Group uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may never actually be realized.

 

Refer to table ‘Financial instruments by category’ below for the disclosure on carrying value and fair value of financial assets and liabilities. For financial assets and liabilities maturing within one year from the balance sheet date and which are not carried at fair value, the carrying amounts approximate fair value due to the short maturity of these instruments.

 


2.3.5 Impairment

 

 

The Group recognizes loss allowances using the expected credit loss (ECL) model for the financial assets and unbilled revenue which are not fair valued through profit or loss. Loss allowance for trade receivables and unbilled revenue with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognizedrecorded is recognized as an impairment loss or gain or loss in consolidated statement of comprehensive income.

 


 

Financial instruments by category

 

The carrying value and fair value of financial instruments by categories as of March 31, 2021 were as follows:

(Dollars in millions)

 

 

 

 

 

 

 

Financial assets/ liabilities

at fair value through

profit or loss

 

 

Financial assets/liabilities

at fair value through OCI

 

 

 

 

 

 

 

 

 

 

 

Amortised cost

 

 

Designated upon

initial recognition

 

 

Mandatory

 

 

Equity instruments

designated upon

initial recognition

 

 

Mandatory

 

 

Total

carrying

value

 

 

Total fair value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Refer to Note 2.1)

 

 

3,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,380

 

 

 

3,380

 

Investments (Refer to Note 2.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquid mutual funds

 

 

 

 

 

 

 

 

205

 

 

 

 

 

 

 

 

 

205

 

 

 

205

 

Quoted debt securities

 

 

294

 

 

 

 

 

 

 

 

 

 

 

 

1,408

 

 

 

1,702

 

 

1,755(1)

 

Unquoted equity and preference securities

 

 

 

 

 

 

 

 

2

 

 

 

23

 

 

 

 

 

 

25

 

 

 

25

 

Unquoted Compulsorily convertible debentures

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Unquoted investments others

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

10

 

 

 

10

 

Trade receivables

 

 

2,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,639

 

 

 

2,639

 

Unbilled revenues (3) (Refer to Note 2.12)

 

 

489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

489

 

 

 

489

 

Prepayments and other assets (Refer to Note 2.4)

 

 

544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

544

 

 

531(2)

 

Derivative financial instruments

 

 

 

 

 

 

 

 

23

 

 

 

 

 

 

3

 

 

 

26

 

 

 

26

 

Total

 

 

7,346

 

 

 

 

 

 

241

 

 

 

23

 

 

 

1,411

 

 

 

9,021

 

 

 

9,061

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

362

 

 

 

362

 

Lease liabilities

 

 

728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

728

 

 

 

728

 

Derivative financial instruments

 

 

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

 

8

 

 

 

8

 

Financial liability under option arrangements (Refer to Note 2.10)

 

 

 

 

 

 

 

 

95

 

 

 

 

 

 

 

 

 

95

 

 

 

95

 

Other liabilities including contingent consideration (Refer to Note 2.5)

 

 

1,351

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

1,373

 

 

 

1,373

 

Total

 

 

2,441

 

 

 

 

 

 

125

 

 

 

 

 

 

 

 

 

2,566

 

 

 

2,566

 

(1)

On account of fair value changes including interest accrued

(2)

Excludes interest accrued on quoted debt securities carried at amortized cost of $13 million

(3)

Excludes unbilled revenue on contracts where the right to consideration is dependent on completion of contractual milestones


The carrying value and fair value of financial instruments by categories as of March 31, 2020 were as follows:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

 

 

 

 

Financial assets/ liabilities

at fair value through

profit or loss

 

 

Financial assets/liabilities

at fair value through OCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets/ liabilities

at fair value through

profit or loss

 

 

Financial assets/liabilities

at fair value through OCI

 

 

 

 

 

 

 

 

 

 

Amortised cost

 

 

Designated upon

initial recognition

 

 

Mandatory

 

 

Equity instruments

designated upon

initial recognition

 

 

Mandatory

 

 

Total

carrying

value

 

 

Total fair value

 

 

Amortised cost

 

 

Designated upon

initial recognition

 

 

Mandatory

 

 

Equity instruments

designated upon

initial recognition

 

 

Mandatory

 

 

Total

carrying

value

 

 

Total fair value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Refer to Note 2.1)

 

 

2,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,465

 

 

 

2,465

 

 

 

2,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,465

 

 

 

2,465

 

Investments (Refer Note 2.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments (Refer to Note 2.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquid mutual funds

 

 

 

 

 

 

 

 

278

 

 

 

 

 

 

 

 

 

278

 

 

 

278

 

 

 

 

 

 

 

 

 

278

 

 

 

 

 

 

 

 

 

278

 

 

 

278

 

Fixed maturity plan securities

 

 

 

 

 

 

 

 

65

 

 

 

 

 

 

 

 

 

65

 

 

 

65

 

 

 

 

 

 

 

 

 

65

 

 

 

 

 

 

 

 

 

65

 

 

 

65

 

Quoted debt securities

 

 

244

 

 

 

 

 

 

 

 

 

 

 

 

404

 

 

 

648

 

 

688(1)

 

 

 

244

 

 

 

 

 

 

 

 

 

 

 

 

404

 

 

 

648

 

 

688(1)

 

Certificates of deposit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

149

 

 

 

149

 

 

 

149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

149

 

 

 

149

 

 

 

149

 

Unquoted equity and preference securities

 

 

 

 

 

 

 

 

1

 

 

 

14

 

 

 

 

 

 

15

 

 

 

15

 

Unquoted equity and preference securities:

 

 

 

 

 

 

 

 

1

 

 

 

14

 

 

 

 

 

 

15

 

 

 

15

 

Unquoted investments others

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

7

 

Trade receivables

 

 

2,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,443

 

 

 

2,443

 

 

 

2,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,443

 

 

 

2,443

 

Unbilled revenues (3) (Refer to Note 2.12)

 

 

369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

369

 

 

 

369

 

 

 

369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

369

 

 

 

369

 

Prepayments and other assets (Refer to Note 2.4)

 

 

476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

476

 

 

465(2)

 

 

 

476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

476

 

 

465(2)

 

Derivative financial instruments

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

1

 

 

 

8

 

 

 

8

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

1

 

 

 

8

 

 

 

8

 

Total

 

 

5,997

 

 

 

 

 

 

358

 

 

 

14

 

 

 

554

 

 

 

6,923

 

 

 

6,952

 

 

 

5,997

 

 

 

 

 

 

358

 

 

 

14

 

 

 

554

 

 

 

6,923

 

 

 

6,952

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

377

 

 

 

377

 

 

 

377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

377

 

 

 

377

 

Lease liabilities

 

 

612

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

612

 

 

 

612

 

 

 

612

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

612

 

 

 

612

 

Derivative financial instruments

 

 

 

 

 

 

 

 

62

 

 

 

 

 

 

3

 

 

 

65

 

 

 

65

 

 

 

 

 

 

 

 

 

62

 

 

 

 

 

 

3

 

 

 

65

 

 

 

65

 

Financial liability under option arrangements (Refer to note 2.10)

 

 

 

 

 

 

 

 

82

 

 

 

 

 

 

 

 

 

82

 

 

 

82

 

Other liabilities including contingent consideration (Refer note 2.5)

 

 

1,054

 

 

 

 

 

 

45

 

 

 

 

 

 

 

 

 

1,099

 

 

 

1,099

 

Financial liability under option arrangements (Refer to Note 2.10)

 

 

 

 

 

 

 

 

82

 

 

 

 

 

 

 

 

 

82

 

 

 

82

 

Other liabilities including contingent consideration (Refer to Note 2.5)

 

 

1,054

 

 

 

 

 

 

45

 

 

 

 

 

 

 

 

 

1,099

 

 

 

1,099

 

Total

 

 

2,043

 

 

 

 

 

 

189

 

 

 

 

 

 

3

 

 

 

2,235

 

 

 

2,235

 

 

 

2,043

 

 

 

 

 

 

189

 

 

 

 

 

 

3

 

 

 

2,235

 

 

 

2,235

 

 

(1)

On account of fair value changes including interest accrued

(2)

Excludes interest accrued on quoted debt securities carried at amortized cost of $11 million.


(3)

Excludes unbilled revenue on contracts where the right to consideration is dependent on completion of contractual milestones

The carrying value and fair value of financial instruments by categories as of March 31, 2019 were as follows:

(Dollars in millions)

 

 

 

 

 

 

 

Financial assets/ liabilities

at fair value through

profit or loss

 

 

Financial assets/liabilities

at fair value through OCI

 

 

 

 

 

 

 

 

 

 

 

Amortised cost

 

 

Designated upon

initial recognition

 

 

Mandatory

 

 

Equity instruments

designated upon

initial recognition

 

 

Mandatory

 

 

Total

carrying

value

 

 

Total fair value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Refer to Note 2.1)

 

 

2,829

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,829

 

 

 

2,829

 

Investments (Refer Note 2.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquid mutual funds

 

 

 

 

 

 

 

 

258

 

 

 

 

 

 

 

 

 

258

 

 

 

258

 

Fixed maturity plan securities

 

 

 

 

 

 

 

 

66

 

 

 

 

 

 

 

 

 

66

 

 

 

66

 

Quoted debt securities

 

 

277

 

 

 

 

 

 

 

 

 

 

 

 

577

 

 

 

854

 

 

884(1)

 

Certificates of deposit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

358

 

 

 

358

 

 

 

358

 

Commercial Paper

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72

 

 

 

72

 

 

 

72

 

Unquoted equity and preference securities:

 

 

 

 

 

 

 

 

3

 

 

 

15

 

 

 

 

 

 

18

 

 

 

18

 

Unquoted investments others

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

2

 

Trade receivables

 

 

2,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,144

 

 

 

2,144

 

Unbilled revenues (3) (Refer to Note 2.12)

 

 

303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

303

 

 

 

303

 

Prepayments and other assets (Refer to Note 2.4)

 

 

529

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

529

 

 

517(2)

 

Derivative financial instruments

 

 

 

 

 

 

 

 

43

 

 

 

 

 

 

5

 

 

 

48

 

 

 

48

 

Total

 

 

6,082

 

 

 

 

 

 

372

 

 

 

15

 

 

 

1,012

 

 

 

7,481

 

 

 

7,499

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

239

 

 

 

239

 

Derivative financial instruments

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

2

 

Other liabilities including contingent consideration (Refer note 2.5)

 

 

1,263

 

 

 

 

 

 

27

 

 

 

 

 

 

 

 

 

1,290

 

 

 

1,290

 

Total

 

 

1,502

 

 

 

 

 

 

29

 

 

 

 

 

 

 

 

 

1,531

 

 

 

1,531

 

(1)

On account of fair value changes including interest accrued

(2)

Excludes interest accrued on quoted debt securities carried at amortized cost of $12 million.million

(3)

Excludes unbilled revenue on contracts where the right to consideration is dependent on completion of contractual milestones

For trade receivables and trade payables and other assets and payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).


Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).


Fair value hierarchy of assets and liabilities as of March 31, 2020:2021:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

As of

March 31, 2020

 

Fair value measurement at end of

the reporting year using

 

 

As of

March 31, 2021

 

 

Fair value measurement at end of

the reporting year using

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in liquid mutual fund units (Refer to Note 2.2)

 

278

 

278

 

 

 

 

 

 

 

 

 

205

 

 

 

205

 

 

 

 

 

 

 

Investments in fixed maturity plan securities (Refer Note 2.2)

 

65

 

 

 

 

65

 

 

 

 

Investments in quoted debt securities (Refer to Note 2.2)

 

688

 

618

 

 

70

 

 

 

 

 

 

1,755

 

 

 

1,556

 

 

199

 

 

 

 

Investments in certificate of deposit (Refer Note 2.2)

 

149

 

 

 

 

149

 

 

 

 

Investments in unquoted equity and preference securities (Refer to Note 2.2)

 

15

 

 

 

 

 

 

 

15

 

 

 

25

 

 

 

 

 

 

 

 

 

25

 

Investment in unquoted investments others (Refer Note 2.2)

 

7

 

 

 

 

 

 

 

7

 

Investments in unquoted compulsorily convertible debentures (Refer to Note 2.2)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Investment in unquoted investments others (Refer to Note 2.2)

 

 

10

 

 

 

 

 

 

 

 

 

10

 

Derivative financial instruments- gain on outstanding foreign exchange forward and option contracts

 

8

 

 

 

 

8

 

 

 

 

 

 

26

 

 

 

 

 

 

26

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments- loss on outstanding foreign exchange forward and option contracts

 

65

 

 

 

 

65

 

 

 

 

 

 

8

 

 

 

 

 

 

8

 

 

 

 

Financial liability under option arrangements (Refer to note 2.10)

 

82

 

 

 

 

 

 

 

 

82

 

Liability towards contingent consideration (Refer note 2.5)*

 

45

 

 

 

 

 

 

 

45

 

Financial liability under option arrangements (Refer to Note 2.10)

 

 

95

 

 

 

 

 

 

 

 

 

95

 

Liability towards contingent consideration (Refer to Note 2.5)*

 

 

22

 

 

 

 

 

 

 

 

 

22

 

 

*

Discount rate pertaining to contingent consideration ranges from 8% to 14.5%

During fiscal 2021, quoted debt securities of $161 million were transferred from Level 1 to Level 2 of fair value hierarchy, since these were valued based on market observable inputs and quoted debt securities of $l4 million were transferred from Level 2 to Level 1 of fair value hierarchy, since these were valued based on quoted price.


Fair value hierarchy of assets and liabilities as of March 31, 2020:

(Dollars in millions)

 

 

 

As of

March 31, 2020

 

 

Fair value measurement at end of

the reporting period using

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in liquid mutual fund units (Refer to Note 2.2)

 

 

278

 

 

 

278

 

 

 

 

 

 

 

Investments in fixed maturity plan securities (Refer to Note 2.2)

 

 

65

 

 

 

 

 

 

65

 

 

 

 

Investments in quoted debt securities (Refer to Note 2.2)

 

 

688

 

 

 

618

 

 

70

 

 

 

 

Investments in certificate of deposit (Refer to Note 2.2)

 

 

149

 

 

 

 

 

 

149

 

 

 

 

Investments in unquoted equity and preference securities (Refer to Note 2.2)

 

 

15

 

 

 

 

 

 

 

 

 

15

 

Investment in unquoted investments others (Refer to Note 2.2)

 

 

7

 

 

 

 

 

 

 

 

 

7

 

Derivative financial instruments- gain on outstanding foreign exchange forward and option contracts

 

 

8

 

 

 

 

 

 

8

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments- loss on outstanding foreign exchange forward and option contracts

 

 

65

 

 

 

 

 

65

 

 

 

 

Financial liability under option arrangements (Refer to Note 2.10)

 

 

82

 

 

 

 

 

 

 

 

 

82

 

Liability towards contingent consideration (Refer to Note 2.5)*

 

 

45

 

 

 

 

 

 

 

 

 

45

 

*

Discounted contingent consideration at 8% to 14%.

During fiscal 2020, quoted debt securities of $7 million were transferred from Level 1 to Level 2 of fair value hierarchy, since these were valued based on market observable inputs and quoted debt securities of $87 million were transferred from Level 2 to Level 1 of fair value hierarchy, since these were valued based on quoted price.

Fair value hierarchy of assets and liabilities as of March 31, 2019:

(Dollars in millions)

 

 

 

As of

March 31, 2019

 

 

Fair value measurement at end of

the reporting period using

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in liquid mutual fund units (Refer to Note 2.2)

 

 

258

 

 

 

258

 

 

 

 

 

 

 

Investments in fixed maturity plan securities (Refer Note 2.2)

 

 

66

 

 

 

 

 

 

66

 

 

 

 

Investments in quoted debt securities (Refer to Note 2.2)

 

 

884

 

 

 

630

 

 

254

 

 

 

 

Investments in certificate of deposit (Refer Note 2.2)

 

 

358

 

 

 

 

 

 

358

 

 

 

 

Investments in commercial paper (Refer Note 2.2)

 

 

72

 

 

 

 

 

 

72

 

 

 

 

Investments in unquoted equity and preference securities (Refer to Note 2.2)

 

 

18

 

 

 

 

 

 

 

 

 

18

 

Investment in unquoted investments others (Refer Note 2.2)

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Derivative financial instruments- gain on outstanding foreign exchange forward and option contracts

 

 

48

 

 

 

 

 

 

48

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments- loss on outstanding foreign exchange forward and option contracts

 

 

2

 

 

 

 

 

2

 

 

 

 

Liability towards contingent consideration (Refer note 2.5)*

 

 

27

 

 

 

 

 

 

 

 

 

27

 

*

Discounted contingent consideration at 9% to 16%.


During fiscal 2019, quoted debt securities of $108 million were transferred from Level 1 to Level 2 of fair value hierarchy, since these were valued based on market observable inputs and quoted debt securities of $49 million were transferred from Level 2 to Level 1 of fair value hierarchy, since these were valued based on quoted price.

A one percentage point change in the unobservable inputs used in fair valuation of Level 3 assets and liabilities does not have a significant impact in its value.

 

Income from financial assets

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Interest income on financial assets carried at amortized cost

 

181

 

 

201

 

 

260

 

 

161

 

 

181

 

 

201

 

Interest income on financial assets fair valued through other comprehensive income

 

46

 

 

92

 

 

106

 

 

55

 

 

46

 

 

92

 

Dividend income on investments carried at fair value through profit or loss

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

Gain / (loss) on investments carried at fair value through profit or loss

 

26

 

 

24

 

 

39

 

 

10

 

 

26

 

 

24

 

Gain / (loss) on investments carried at fair value through other comprehensive income

 

 

6

 

 

 

 

 

 

 

 

 

11

 

 

 

6

 

 

 

 

 

259

 

 

317

 

 

406

 

 

 

238

 

 

259

 

 

317

 


 

Financial risk management

Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Group is foreign exchange risk. The Group uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Group's exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.

Market risk

The Group operates internationally, and a major portion of the business is transacted in several currencies and consequently the Group is exposed to foreign exchange risk through its sales and services in the United States and elsewhere, and purchases from overseas suppliers in various foreign currencies. The Group is also exposed to foreign exchange risk arising on intercompany transaction in foreign currencies. The Group holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Group’s operations are adversely affected as the rupee appreciates/ depreciates against these currencies.


The following table analyzes foreign currency risk from financial assets and liabilities as of March 31, 2020:2021:

 

(Dollars in millions)

 

 

 

U.S. dollars

 

 

Euro

 

 

United Kingdom

Pound Sterling

 

 

Australian��dollars

 

 

Other currencies

 

 

Total

 

Cash and cash equivalents

 

 

162

 

 

 

67

 

 

 

21

 

 

 

28

 

 

 

165

 

 

 

443

 

Trade receivables

 

 

1,528

 

 

 

308

 

 

 

141

 

 

 

86

 

 

 

291

 

 

 

2,354

 

Unbilled revenues*

 

 

305

 

 

 

60

 

 

 

15

 

 

 

18

 

 

 

22

 

 

 

420

 

Other assets

 

 

100

 

 

 

13

 

 

 

9

 

 

 

5

 

 

 

29

 

 

 

156

 

Trade payables

 

 

(101

)

 

 

(20

)

 

 

(14

)

 

 

(10

)

 

 

(192

)

 

 

(337

)

Lease liabilities

 

 

(222

)

 

 

(131

)

 

 

(47

)

 

 

(8

)

 

 

(65

)

 

 

(473

)

Other liabilities

 

 

(534

)

 

 

(105

)

 

 

(21

)

 

 

(35

)

 

 

(179

)

 

 

(874

)

Net assets / (liabilities)

 

 

1,238

 

 

 

192

 

 

 

104

 

 

 

84

 

 

 

71

 

 

 

1,689

 

*

Excludes unbilled revenue on contracts where the right to consideration is dependent on completion of contractual milestones

(Dollars in millions)

 

 

 

U.S. dollars

 

 

Euro

 

 

United Kingdom

Pound Sterling

 

 

Australian dollars

 

 

Other currencies

 

 

Total

 

Net financial assets

 

 

2,140

 

 

 

466

 

 

 

181

 

 

 

167

 

 

 

232

 

 

 

3,186

 

Net financial liabilities

 

 

(957

)

 

 

(352

)

 

 

(85

)

 

 

(110

)

 

 

(187

)

 

 

(1,691

)

Total

 

 

1,183

 

 

 

114

 

 

 

96

 

 

 

57

 

 

 

45

 

 

 

1,495

 

 

The following table analyzes foreign currency risk from financial assets and liabilities as of March 31, 2019:2020:

 

(Dollars in millions)

 

 

 

U.S. dollars

 

 

Euro

 

 

United Kingdom

Pound Sterling

 

 

Australian dollars

 

 

Other currencies

 

 

Total

 

Cash and cash equivalents

 

 

237

 

 

 

38

 

 

 

16

 

 

 

31

 

 

 

161

 

 

 

483

 

Trade receivables

 

 

1,438

 

 

 

267

 

 

 

148

 

 

 

76

 

 

 

140

 

 

 

2,069

 

Unbilled revenues*

 

 

230

 

 

 

48

 

 

 

16

 

 

 

16

 

 

 

17

 

 

 

327

 

Other assets

 

 

66

 

 

 

15

 

 

 

5

 

 

 

5

 

 

 

45

 

 

 

136

 

Trade payables

 

 

(102

)

 

 

(19

)

 

 

(20

)

 

 

(12

)

 

 

(15

)

 

 

(168

)

Other liabilities

 

 

(509

)

 

 

(66

)

 

 

(28

)

 

 

(25

)

 

 

(86

)

 

 

(714

)

Net assets / (liabilities)

 

 

1,360

 

 

 

283

 

 

 

137

 

 

 

91

 

 

 

262

 

 

 

2,133

 

*

Excludes unbilled revenue on contracts where the right to consideration is dependent on completion of contractual milestones

(Dollars in millions)

 

 

 

U.S. dollars

 

 

Euro

 

 

United Kingdom

Pound Sterling

 

 

Australian dollars

 

 

Other currencies

 

 

Total

 

Net financial assets

 

 

1,969

 

 

 

378

 

 

 

183

 

 

 

109

 

 

 

226

 

 

 

2,865

 

Net financial liabilities

 

 

(804

)

 

 

(231

)

 

 

(88

)

 

 

(44

)

 

 

(134

)

 

 

(1,301

)

Total

 

 

1,165

 

 

 

147

 

 

 

95

 

 

 

65

 

 

 

92

 

 

 

1,564

 

 

For the years ended March 31, 2021, 2020 2019 and 2018,2019, every percentage point depreciation / appreciation in the exchange rate between the Indian rupee and the U.S. dollar has affected the company's incremental operating margins by approximately 0.45%0.47%, 0.47%0.45% and 0.50%0.47%, respectively.

Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion into functional currency, due to exchange rate fluctuations between the previous reporting period and the current reporting period.

Derivative financial instruments

The Group holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. Bank counterparty for such contracts is generally a bank. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.


The following table gives details in respect of outstanding foreign exchange forward and options contracts: 

 

(In millions)

 

 

As of

 

 

As of

 

 

March 31, 2021

 

 

March 31, 2020

 

 

March 31, 2020

 

 

March 31, 2019

 

 

In Million

 

 

In $ Million

 

 

In Million

 

 

In $ Million

 

Derivatives designated as cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Australian dollars

 

 

110

 

 

 

120

 

 

 

92

 

 

 

70

 

 

 

110

 

 

 

67

 

In Euro

 

 

120

 

 

 

135

 

 

 

165

 

 

 

194

 

 

 

120

 

 

 

131

 

In United Kingdom Pound Sterling

 

 

21

 

 

 

25

 

 

 

35

 

 

 

48

 

 

 

21

 

 

 

26

 

Other derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Australian dollars

 

 

2

 

 

 

8

 

 

 

 

 

 

 

 

 

2

 

 

 

1

 

In Brazilian Real

 

 

57

 

 

 

 

 

 

 

 

 

 

 

 

57

 

 

 

14

 

In Canadian dollars

 

 

21

 

 

 

13

 

 

 

33

 

 

 

26

 

 

 

21

 

 

 

15

 

In Chinese Yuan

 

 

210

 

 

 

 

 

 

105

 

 

 

16

 

 

 

210

 

 

 

30

 

In Czech Koruna

 

 

313

 

 

 

14

 

 

 

 

 

 

 

In Euro

 

 

191

 

 

 

176

 

 

 

171

 

 

 

201

 

 

 

191

 

 

 

208

 

In Japanese Yen

 

 

 

 

 

550

 

In New Zealand dollars

 

 

16

 

 

 

16

 

 

 

16

 

 

 

11

 

 

 

16

 

 

 

10

 

In Norwegian Krone

 

 

40

 

 

 

40

 

 

 

25

 

 

 

3

 

 

 

40

 

 

 

4

 

In Poland złoty

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

92

 

 

 

22

 

In Philippine Peso

 

 

800

 

 

 

16

 

 

 

 

 

 

 

In Romanian Leu

 

 

20

 

 

 

 

 

 

10

 

 

 

2

 

 

 

20

 

 

 

4

 

In Singapore dollars

 

 

177

 

 

 

140

 

 

 

241

 

 

 

194

 

 

 

177

 

 

 

126

 

In Swedish Krona

 

 

50

 

 

 

50

 

 

 

 

 

 

 

 

 

50

 

 

 

5

 

In Swiss Franc

 

 

1

 

 

 

25

 

 

 

27

 

 

 

29

 

 

 

1

 

 

 

1

 

In U.S. Dollars

 

 

1,048

 

 

 

955

 

 

 

1,139

 

 

 

1,139

 

 

 

1,048

 

 

 

1,048

 

In United Kingdom Pound Sterling

 

 

50

 

 

 

80

 

 

 

28

 

 

 

39

 

 

 

50

 

 

 

62

 

Option contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Australian dollars

 

 

 

 

 

10

 

In Canadian dollars

 

 

 

 

 

13

 

In Euro

 

 

 

 

 

60

 

 

 

65

 

 

 

76

 

 

 

 

 

 

 

In Swiss Franc

 

 

 

 

 

5

 

In U.S. Dollars

 

 

555

 

 

 

433

 

 

 

404

 

 

 

404

 

 

 

555

 

 

 

555

 

In United Kingdom Pound Sterling

 

 

 

 

 

10

 

 

 

 

 

 

 

2,482

 

 

 

 

 

 

 

2,329

 

 

The Group recognized a net gain of $84 million, net loss of $57 million for fiscal 2020 and net gain of $35 million and less than $1 million on derivative financial instruments not designated as cash flow hedges for fiscal 20192021, 2020 and 2018,2019, respectively, which are included under other income.

The foreign exchange forward and option contracts mature within 12 months. The table below analyzes the derivative financial instruments into relevant maturity groupings based on the remaining period as of the balance sheet date:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Not later than one month

 

 

752

 

 

 

640

 

 

 

842

 

 

 

752

 

Later than one month and not later than three months

 

 

1,153

 

 

 

1,001

 

 

 

1,104

 

 

 

1,153

 

Later than three months and not later than one year

 

 

424

 

 

 

591

 

 

 

536

 

 

 

424

 

 

 

2,329

 

 

 

2,232

 

 

 

2,482

 

 

 

2,329

 

 


During fiscal 2021, 2020 and 2019, the Group has designated certain foreign exchange forward and option contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast cash transactions. The related hedge transactions for balance in cash flow hedging reserve as of March 31, 20202021 are expected to occur and reclassified to statement of comprehensive income within 3three months.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

The following table provides the reconciliation of cash flow hedge reserve:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

Year ended

March 31, 2020

 

 

Year ended

March 31, 2019

 

 

Year ended

March 31, 2021

 

 

Year ended

March 31, 2020

 

Gain / (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at the beginning of the period

 

 

3

 

 

 

 

 

 

(2

)

 

 

3

 

Gain / (Loss) recognized in other comprehensive income during the period

 

 

3

 

 

 

17

 

 

 

(16

)

 

 

3

 

Amount reclassified to profit or loss during the period

 

 

(10

)

 

 

(13

)

 

 

21

 

 

 

(10

)

Tax impact on above

 

 

2

 

 

 

(1

)

 

 

(1

)

 

 

2

 

Balance at the end of the period

 

 

(2

)

 

 

3

 

 

 

2

 

 

 

(2

)

 

The Group offsets a financial asset and a financial liability when it currently has a legally enforceable right to set off the recognized amounts and the Group intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

The following table provides quantitative information about offsetting of derivative financial assets and derivative financial liabilities:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

 

Derivative

financial asset

 

 

Derivative

financial liability

 

 

Derivative

financial asset

 

 

Derivative

financial liability

 

 

Derivative

financial asset

 

 

Derivative

financial liability

 

 

Derivative

financial asset

 

 

Derivative

financial liability

 

Gross amount of recognized financial asset/liability

 

 

11

 

 

 

(68

)

 

 

48

 

 

 

(2

)

 

 

28

 

 

 

(10

)

 

 

11

 

 

 

(68

)

Amount set off

 

 

(3

)

 

 

3

 

 

 

 

 

 

 

 

 

(2

)

 

 

2

 

 

 

(3

)

 

 

3

 

Net amount presented in balance sheet

 

8

 

 

 

(65

)

 

48

 

 

 

(2

)

 

 

26

 

 

 

(8

)

 

 

8

 

 

 

(65

)

 


Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to $2,443$2,639 million and $2,144$2,443 million as of March 31, 20202021 and March 31, 2019,2020, respectively and unbilled revenue amounting to $941$1,111 million and $777$941 million as of March 31, 20202021 and March 31, 2019,2020, respectively. Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers primarily located in the United States of America. Credit risk has always been managed by the Group through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Group grants credit terms in the normal course of business. The Group uses the expected credit loss model to assess any required allowances; and uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. This matrix takes into account credit reports and other related credit information to the extent available.

The Group's exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. Exposure to customers is diversified and there is no single customer contributing more than 10% of outstanding trade receivables and unbilled revenues. 

The following table gives details in respect of percentage of revenues generated from top customer and top ten customers:

 

 

(In %)

 

(In %)

 

 

Year ended March 31,

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

2021

 

 

2020

 

 

2019

 

Revenue from top customer

 

3.1

 

 

3.6

 

 

3.4

 

3.2

 

 

3.1

 

 

3.6

 

Revenue from top ten customers

 

 

19.2

 

 

 

19.0

 

 

19.3

 

 

18.1

 

 

 

19.2

 

 

 

19.0

 

 

Credit risk exposure

The allowance for lifetime expected credit loss on customer balances was $25 million, $23 million $34 million and $5$34 million for fiscal 2021, 2020 2019 and 2018,2019, respectively.

 

Movement in credit loss allowance

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Balance at the beginning

 

 

91

 

 

 

69

 

 

 

63

 

 

 

93

 

 

 

91

 

 

 

69

 

Translation differences

 

 

(7

)

 

 

(2

)

 

 

2

 

 

 

2

 

 

 

(7

)

 

 

(2

)

Impairment loss recognized/(reversed)

 

 

23

 

 

 

34

 

 

 

5

 

Impairment loss recognized / (reversed)

 

 

25

 

 

 

23

 

 

 

34

 

Write offs

 

 

(14

)

 

 

(10

)

 

 

(1

)

 

 

(17

)

 

 

(14

)

 

 

(10

)

Balance at the end

 

 

93

 

 

 

91

 

 

 

69

 

 

 

103

 

 

 

93

 

 

 

91

 

 

The gross carrying amount of a financial asset is written off (either partially or in full) when there is no realistic prospect of recovery.

 

Credit exposure

 

The Group’s credit period generally ranges from 30-60 days.

 

(Dollars in millions )

 

(Dollars in millions)

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Trade receivables

 

 

2,443

 

 

 

2,144

 

 

 

2,639

 

 

 

2,443

 

Unbilled revenues

 

 

941

 

 

777

 

 

 

1,111

 

 

 

941

 


 

Days Sales Outstanding (DSO) as of March 31, 20202021 and March 31, 20192020 was 6971 days and 6669 days, respectively.

 

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with high ratings assigned by international and domestic credit rating agencies. Ratings are monitored periodically and the Group has considered the latest credit rating information to the extent available as at the date of approval of these consolidated financial statements.

Majority of investments of the Group are fair valued based on Level 1 or Level 2 inputs. These investments primarily include investment in liquid mutual fund units, fixed maturity plans, quoted bonds issued by government and quasi government organizations, non-convertible debentures, certificates of deposit, commercial papers and government securities. The Group invests after considering counterparty risks based on multiple criteria including Tier I Capital, Capital Adequacy Ratio, Credit Rating, Profitability, NPA levels and Deposit base of banks and financial institutions. These risks are monitored regularly as per itsGroup’s risk management program.

Liquidity risk

The Group's principal sources of liquidity are cash and cash equivalents and investments and the cash flow that is generated from operations. The Group has no outstanding borrowings. The Group believes that the working capital is sufficient to meet its current requirements.

As of March 31, 2021, the Group had a working capital of $5,043 million including cash and cash equivalents of $3,380 million and current investments of $320 million. As of March 31, 2020, the Group had a working capital of $4,455 million including cash and cash equivalents of $2,465 million and current investments of $615 million. As of March 31, 2019, the Group had a working capital of $4,951 million including cash and cash equivalents of $2,829 million and current investments of $958 million.

As at March 31, 2020,2021, and March 31, 2019,2020, the outstanding employee benefit obligations were $247$289 million and $240$247 million, respectively, which have been substantially funded. Accordingly, no liquidity risk is perceived.

 

The table below provides details regarding the contractual maturities of significant financial liabilities as of March 31, 2020:2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

Less than 1 year

 

 

1-2 years

 

 

2-4 years

 

 

4-7 years

 

 

Total

 

 

Less than 1 year

 

 

1-2 years

 

 

2-4 years

 

 

4-7 years

 

 

Total

 

Trade payables

 

377

 

 

 

 

 

 

 

 

 

 

 

 

377

 

 

 

362

 

 

 

 

 

 

 

 

 

 

 

 

362

 

Other liabilities (excluding liabilities towards contingent consideration - Refer to note 2.5)

 

 

1,050

 

 

 

3

 

 

 

1

 

 

 

 

 

 

1,054

 

Other liabilities (excluding liabilities towards contingent consideration - Refer to Note 2.5)

 

 

1,264

 

 

 

56

 

 

 

27

 

 

 

4

 

 

 

1,351

 

Financial liability under option arrangements - (Refer to Note 2.10)

 

 

 

 

 

 

 

 

82

 

 

 

 

 

 

82

 

 

 

 

 

 

84

 

 

 

11

 

 

 

 

 

 

95

 

Liability towards contingent consideration on an undiscounted basis - (Refer to Note 2.5)

 

29

 

 

10

 

 

 

9

 

 

 

 

 

 

48

 

Liability towards contingent consideration on an undiscounted basis (Refer to Note 2.5)

 

10

 

 

10

 

 

 

5

 

 

 

 

 

 

25

 

 

The table below provides details regarding the contractual maturities of significant financial liabilities as of March 31, 2019:2020: 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Less than 1 year

 

1-2 years

 

 

2-4 years

 

 

4-7 years

 

 

Total

 

Trade payables

 

239

 

 

 

 

 

 

 

 

 

 

 

239

 

Other liabilities (excluding liabilities towards contingent consideration - Refer to note 2.5)

 

1260

 

 

2

 

 

 

1

 

 

 

 

 

 

1,263

 

Liability towards contingent consideration on an undiscounted basis - (Refer to Note 2.5)

 

17

 

12

 

 

 

 

 

 

5

 

 

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Less than 1 year

 

 

1-2 years

 

 

2-4 years

 

 

4-7 years

 

 

Total

 

Trade payables

 

 

377

 

 

 

 

 

 

 

 

 

 

 

 

377

 

Other liabilities (excluding liabilities towards contingent consideration - Refer to Note 2.5)

 

 

1,050

 

 

 

3

 

 

 

1

 

 

 

 

 

 

1,054

 

Financial liability under option arrangements - (Refer to Note 2.10)

 

 

 

 

 

 

 

 

82

 

 

 

 

 

 

82

 

Liability towards contingent consideration on an undiscounted basis (Refer to Note 2.5)

 

29

 

 

10

 

 

 

9

 

 

 

 

 

 

48

 

 


2.4 Prepayments and other assets

Prepayments and other assets consist of the following:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

As of

 

 

As of

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental deposits

 

4

 

 

2

 

 

4

 

 

4

Security deposits

 

1

 

 

1

 

 

1

 

 

1

Loans to employees

 

32

 

 

35

 

 

22

 

 

32

Prepaid expenses (1)

 

128

 

 

108

 

 

159

 

 

128

Interest accrued and not due

 

62

 

 

131

 

 

85

 

 

62

Withholding taxes and others(1)

 

209

 

 

215

 

 

286

 

 

209

Advance payments to vendors for supply of goods (1)

 

19

 

 

16

 

 

19

 

 

19

Deposit with corporation

 

237

 

 

242

 

 

276

 

 

237

Escrow and other deposits pertaining to buyback

 

 

 

 

37

 

Deferred contract cost (1)

 

4

 

 

8

 

 

9

 

 

4

Net investment in sublease of right of use asset (Refer to note 2.8)

 

5

 

 

 

 

Net investment in sublease of right of use asset (Refer to Note 2.8)

 

 

5

 

 

5

Other non-financial assets (1)

 

4

 

 

 

 

 

 

 

 

4

Other assets

 

34

 

 

32

 

Other financial assets

 

46

 

 

34

Total Current prepayment and other assets

 

739

 

 

827

 

 

 

912

 

 

739

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans to employees

 

3

 

 

3

 

 

4

 

 

3

Security deposits

 

7

 

 

8

 

 

7

 

 

7

Deposits with corporation

 

7

 

 

10

 

 

6

 

 

7

Prepaid gratuity (Refer note 2.14.1) (1)

 

20

 

 

6

 

Defined benefit plan assets (Refer to Note 2.14) (1)

 

3

 

 

20

Prepaid expenses (1)

 

11

 

 

23

 

 

11

 

 

11

Deferred contract cost (1)

 

13

 

 

40

 

 

20

 

 

13

Advance towards purchase of business (1)(2)

 

 

 

 

30

 

Withholding taxes and others (1)

 

103

 

 

134

 

 

96

 

 

103

Net investment in sublease of right of use asset (Refer to note 2.8)

 

53

 

 

 

 

Net investment in sublease of right of use asset (Refer to Note 2.8)

 

48

 

 

53

Rental deposits

 

29

 

 

28

 

 

30

 

 

29

Other assets

 

2

 

 

 

 

Other financial assets

 

10

 

 

2

Total Non- current prepayment and other assets

 

248

 

 

282

 

 

 

235

 

 

248

Total prepayment and other assets

 

987

 

 

1109

 

 

 

1,147

 

 

987

Financial assets in prepayments and other assets

 

476

 

 

529

 

 

 

544

 

 

476

 

(1)

Non-financial assets

(2)

Infosys Consulting Pte Limited has paid an advance of JPY 3.29 billion (approximately $30 million) to acquire 81% of the voting interests in Hitachi Procurement Service Co., Ltd., (HIPUS), Japan towards the cash consideration on March 29, 2019

Withholding taxes and others primarily consist of input tax credits and Cenvat recoverable from Government of India. Cenvat recoverable includes $50 million as at March 31, 2020 which are pending adjudication. The Group expects these amounts to be sustainable on adjudication and recoverable on final resolution.

Security deposits relate principally to leased telephone lines and electricity supplies. Deferred contract costs are upfront costs incurred/ payments made for the contract and are amortized over the term of the contract.

Deposit with corporation represents amounts deposited to settle certain employee-related obligations as and when they arise during the normal course of business. 


2.5 Other liabilities

Other liabilities comprise the following:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued compensation to employees

 

 

391

 

 

 

372

 

 

 

550

 

 

 

391

 

Accrued provident fund liability (Refer note 2.14.3) (1)

 

 

9

 

 

 

-

 

Accrued defined benefit plan liability (Refer to Note 2.14) (1)

 

 

1

 

 

 

9

 

Accrued expenses

 

 

518

 

 

 

480

 

 

 

612

 

 

 

518

 

Withholding taxes and others (1)

 

 

232

 

 

 

215

 

 

 

297

 

 

 

232

 

Retention money

 

 

10

 

 

 

16

 

 

 

2

 

 

 

10

 

Liabilities of controlled trusts

 

 

25

 

 

 

24

 

 

 

27

 

 

 

25

 

Liability towards contingent consideration (Refer note 2.10)

 

 

29

 

 

 

14

 

Financial liability on account of buyback(2)

 

 

 

 

 

174

 

Deferred rent (1)

 

 

 

 

 

9

 

Liability towards contingent consideration (Refer to Note 2.10)

 

 

10

 

 

 

29

 

Capital creditors

 

 

37

 

 

 

98

 

 

 

51

 

 

 

37

 

Other non financial liabilities

 

 

1

 

 

 

 

Others

 

 

69

 

 

 

96

 

Other non-financial liabilities (1)

 

 

1

 

 

 

1

 

Other financial liabilities

 

 

21

 

 

 

69

 

Total Current other liabilities

 

 

1,321

 

 

 

1,498

 

 

 

1,572

 

 

 

1,321

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability towards contingent consideration (Refer note 2.10)

 

 

16

 

 

 

13

 

Liability towards contingent consideration (Refer to Note 2.10)

 

 

12

 

 

 

16

 

Accrued compensation to employees

 

 

3

 

 

 

3

 

 

 

 

 

 

3

 

Accrued gratuity (Refer note 2.14.1) (1)

 

 

4

 

 

 

4

 

Accrued provident fund liability (Refer note 2.14.3) (1)

 

 

24

 

 

 

 

Deferred income - government grant on land use rights (1)

 

 

6

 

 

 

6

 

Accrued expenses

 

 

78

 

 

 

 

Accrued defined benefit liability (Refer to Note 2.14) (1)

 

 

44

 

 

 

28

 

Deferred income - government grants (1)

 

 

8

 

 

 

6

 

Deferred income (1)

 

 

3

 

 

 

4

 

 

 

2

 

 

 

3

 

Deferred rent (1)

 

 

 

 

 

25

 

Financial liability under option arrangements (Refer to note 2.10)

 

 

82

 

 

 

 

Others

 

 

1

 

 

 

 

Financial liability under option arrangements (Refer to Note 2.10)

 

 

95

 

 

 

82

 

Withholding taxes and others (1)

 

 

50

 

 

 

 

Other financial liabilities

 

 

10

 

 

 

1

 

Total Non-current other liabilities

 

 

139

 

 

 

55

 

 

 

299

 

 

 

139

 

Total other liabilities

 

 

1,460

 

 

 

1,553

 

 

 

1,871

 

 

 

1,460

 

Financial liabilities included in other liabilities

 

 

1,181

 

 

 

1,290

 

 

 

1,468

 

 

 

1,181

 

Financial liability towards contingent consideration on undiscounted basis (Refer note 2.10)

 

 

48

 

 

 

34

 

Financial liability towards contingent consideration on undiscounted basis (Refer to Note 2.10)

 

 

25

 

 

 

48

 

 

(1)

Non-financial liabilities

(2)

In accordance with IAS 32 Financial Instruments: Presentation, the Company has recorded a financial liability as at March 31, 2019 for the obligation to acquire its own equity shares to the extent of standing instructions provided to its registered broker for the buyback (Refer to Note 2.15). The financial liability is recognised at the present value of the maximum amount that the Company would be required to pay to the registered broker for buyback, with a corresponding debit in general reserve / retained earnings. The liability has been utilized towards buyback of equity shares which was completed on August 26, 2019.

Accrued expenses primarily relate to cost of technical sub-contractors, telecommunication charges, legal and professional charges, brand building expenses, overseas travel expenses and office maintenance.


2.6 Provisions and other contingencies 

 

Accounting policy

 

 

a.

Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that is reasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.

 

 

b.

Post sales client support

 

The Group provides its clients with a fixed-period post-sales support on all its fixed-price, fixed-timeframe contracts. Costs associated with such support services are accrued at the time related revenues are recorded and included in cost of sales. The Group estimates such costs based on historical experience and estimates are reviewed on a periodic basis for any material changes in assumptions and likelihood of occurrence.

 

 

c.

Onerous contracts

 

Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established the Group recognizes any impairment loss on the assets associated with that contract.

 

Provisions comprise the following:

 

 

 

(Dollars in millions)

 

 

As of

 

 

March 31, 2020

 

March 31, 2019

Provision for post sales client support and other provisions

 

76

 

83

 

 

76

 

83

 

 

(Dollars in millions)

 

 

As of

 

 

March 31, 2021

 

March 31, 2020

Provision for post sales client support and other provisions

 

97

 

76

 

 

97

 

76

 

Provision for post sales client support and other provisions represents costs associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilized over a period of 6 months to 1 year. The movement in the provision for post sales client support and other provisions is as follows:

 

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

20202021

 

Balance at the beginning

 

 

8376

 

Translation differences

 

 

1

 

Provision recognized / (reversed)

 

 

1641

 

Provision utilized

 

 

(2420

)

Balance at the end

 

 

7697

 

 


Provision for post sales client support and other provisions is included in cost of sales in the consolidated statement of comprehensive income.

As of March 31, 20202021, and March 31, 2019,2020, claims against the Group, not acknowledged as debts net of amounts paid (excluding demands from income tax authorities- Refer to Note 2.18) amounted to $30$82 million (230599 crore) and $33$30 million (230 crore), respectively.

Legal proceedings

The Company received certain anonymous whistleblower complaints. The Audit Committee appointed an external legal counsel to conduct an independent investigation into the whistleblower allegations and the same was disclosed to the Stock Exchanges and the Securities and Exchange Commission (SEC) on Form 6-K on October 22, 2019. The outcome of the investigation did not result in restatement of previously issued financial statements and this was disclosed in a press release which was filed with the Stock Exchanges and SEC on Form 6-K on January 10,2020. The Company cooperated with an investigation by the SEC in regard to the whistleblower matter. In March 2020, the Company received notification from the SEC, that the SEC has concluded its investigation and the Company does not anticipate any further action by the SEC on this matter. Further, the Company has responded to all the inquires received from the Indian regulatory authorities and will continue to cooperate with the authorities for any additional requests for information.

Additionally, in October 2019, a purported class action lawsuit was filed in the United States District Court for the Eastern District of New York against the Company and certain of its current and former officers purportedly for violations of the US federal securities laws. On May 21, 2020, the plaintiff filed a stipulation which voluntarily dismissed the action without prejudice.

 

 

2.7 Property, plant and equipment

 

Accounting policy 

 

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any. Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by management. The Group depreciates property, plant and equipment over their estimated useful lives using the straight-line method. The estimated useful lives of assets are as follows:

 

Buildings

 

22 - 25 years

Plant and machinery(1)

 

5 years

Computer equipment

 

3-5 years

Furniture and fixtures

 

5 years

Vehicles

 

5 years

Leasehold improvements

 

Lower of useful life of the asset or lease term

(1)

Includes solar plant with a useful life of 20 years. 

 

Depreciation methods, useful lives and residual values are reviewed periodically, including at each financial year end.

 

Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date and the cost of assets not ready to use before such date are disclosed under ‘Capital work-in-progress’. Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance costs are recognized in the statement of comprehensive income when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognized in the net profit in the statement of comprehensive income.

 


Impairment

 

 

Property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

 

If such assets are considered to be impaired, the impairment to be recognized in the net profit in the statement of comprehensive income is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the net profit in the statement of comprehensive income if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated depreciation) had no impairment loss been recognized for the asset in prior years.


 

Following are the changes in the carrying value of property, plant and equipment for fiscal 2021:

 

(Dollars in millions)

 

 

 

Land

 

 

Buildings

 

 

Plant and

machinery

 

 

Computer

equipment

 

 

Furniture

and fixtures

 

 

Vehicles

 

 

Total

 

Gross carrying value as of April 1, 2020

 

 

174

 

 

 

1,324

 

 

 

621

 

 

 

882

 

 

 

381

 

 

 

6

 

 

 

3,388

 

Additions

 

11

 

 

70

 

 

39

 

 

156

 

 

26

 

 

 

 

 

 

302

 

Additions- Business Combinations (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Deletions

 

 

 

 

 

 

 

 

(4

)

 

 

(29

)

 

 

(6

)

 

 

 

 

 

(39

)

Translation difference

 

 

6

 

 

 

51

 

 

 

23

 

 

 

35

 

 

 

15

 

 

 

 

 

 

130

 

Gross carrying value as of March 31, 2021

 

 

191

 

 

 

1,445

 

 

 

679

 

 

 

1,045

 

 

 

416

 

 

 

6

 

 

 

3,782

 

Accumulated depreciation as of April 1, 2020

 

 

 

 

 

(434

)

 

 

(418

)

 

 

(646

)

 

 

(243

)

 

 

(4

)

 

 

(1,745

)

Depreciation

 

 

 

 

 

(52

)

 

 

(63

)

 

 

(129

)

 

 

(47

)

 

 

(1

)

 

 

(292

)

Accumulated depreciation on deletions

 

 

 

 

 

 

 

4

 

 

27

 

 

6

 

 

 

 

 

 

37

 

Translation difference

 

 

 

 

 

(17

)

 

 

(15

)

 

 

(23

)

 

 

(10

)

 

 

1

 

 

 

(64

)

Accumulated depreciation as of March 31, 2021

 

 

 

 

 

(503

)

 

 

(492

)

 

 

(771

)

 

 

(294

)

 

 

(4

)

 

 

(2,064

)

Capital work-in-progress as of March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

145

 

Carrying value as of March 31, 2021

 

 

191

 

 

 

942

 

 

 

187

 

 

 

274

 

 

 

122

 

 

 

2

 

 

 

1,863

 

Capital work-in-progress as of April 1, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

167

 

Carrying value as of April 1, 2020

 

 

174

 

 

 

890

 

 

 

203

 

 

 

236

 

 

 

138

 

 

 

2

 

 

 

1,810

 


 

Following are the changes in the carrying value of property, plant and equipment for fiscal 2020:

 

(Dollars in millions)

 

(Dollars in millions)

 

 

Land

 

 

Buildings

 

 

Plant and

machinery

 

 

Computer

equipment

 

 

Furniture

and fixtures

 

 

Vehicles

 

 

Total

 

 

Land

 

 

Buildings

 

 

Plant and

machinery

 

 

Computer

equipment

 

 

Furniture

and fixtures

 

 

Vehicles

 

 

Total

 

Gross carrying value as of April 1, 2019

 

 

276

 

 

 

1,291

 

 

 

572

 

 

 

855

 

 

 

323

 

 

 

5

 

 

 

3,322

 

 

 

276

 

 

 

1,291

 

 

 

572

 

 

 

855

 

 

 

323

 

 

 

5

 

 

 

3,322

 

Additions

 

2

 

 

149

 

 

106

 

 

131

 

 

95

 

 

1

 

 

484

 

 

2

 

 

149

 

 

106

 

 

131

 

 

95

 

 

1

 

 

484

 

Additions- Business Combinations (Refer note 2.10)

 

 

 

 

 

 

 

 

 

 

9

 

 

2

 

 

 

 

 

11

 

Additions- Business Combinations (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

9

 

 

2

 

 

 

 

 

11

 

Deletions

 

 

 

 

 

 

 

 

(2

)

 

 

(25

)

 

 

(5

)

 

 

 

 

 

(32

)

 

 

 

 

 

 

 

 

(2

)

 

 

(25

)

 

 

(5

)

 

 

 

 

 

(32

)

Reclassified on account of adoption of IFRS 16 (Refer note 2.8)

 

 

(88

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(88

)

Reclassified on account of adoption of IFRS 16 (Refer to Note 2.8)

 

 

(88

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(88

)

Translation difference

 

 

(16

)

 

 

(116

)

 

 

(55

)

 

 

(88

)

 

 

(34

)

 

 

 

 

 

(309

)

 

 

(16

)

 

 

(116

)

 

 

(55

)

 

 

(88

)

 

 

(34

)

 

 

 

 

 

(309

)

Gross carrying value as of March 31, 2020

 

 

174

 

 

 

1,324

 

 

 

621

 

 

 

882

 

 

 

381

 

 

 

6

 

 

 

3,388

 

 

 

174

 

 

 

1,324

 

 

 

621

 

 

 

882

 

 

 

381

 

 

 

6

 

 

 

3,388

 

Accumulated depreciation as of April 1, 2019

 

 

(5

)

 

 

(423

)

 

 

(390

)

 

 

(616

)

 

 

(225

)

 

 

(3

)

 

 

(1,662

)

 

 

(5

)

 

 

(423

)

 

 

(390

)

 

 

(616

)

 

 

(225

)

 

 

(3

)

 

 

(1,662

)

Depreciation

 

 

 

 

 

(50

)

 

 

(67

)

 

 

(121

)

 

 

(47

)

 

 

(1

)

 

 

(286

)

 

 

 

 

 

(50

)

 

 

(67

)

 

 

(121

)

 

 

(47

)

 

 

(1

)

 

 

(286

)

Accumulated depreciation on deletions

 

 

 

 

 

 

 

2

 

 

25

 

 

5

 

 

 

 

 

 

32

 

 

 

 

 

 

 

 

2

 

 

25

 

 

5

 

 

 

 

 

 

32

 

Reclassified on account of adoption of IFRS 16 (Refer note 2.8)

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Reclassified on account of adoption of IFRS 16 (Refer to Note 2.8)

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Translation difference

 

 

 

 

 

39

 

 

37

 

 

 

66

 

 

 

24

 

 

 

 

 

 

 

166

 

 

 

 

 

 

39

 

 

37

 

 

 

66

 

 

 

24

 

 

 

 

 

 

 

166

 

Accumulated depreciation as of March 31, 2020

 

 

 

 

 

(434

)

 

 

(418

)

 

 

(646

)

 

 

(243

)

 

 

(4

)

 

 

(1,745

)

 

 

 

 

 

(434

)

 

 

(418

)

 

 

(646

)

 

 

(243

)

 

 

(4

)

 

 

(1,745

)

Capital work-in-progress as of March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

167

 

Carrying value as of March 31, 2020

 

 

174

 

 

 

890

 

 

 

203

 

 

 

236

 

 

 

138

 

 

 

2

 

 

 

1,810

 

 

 

174

 

 

 

890

 

 

 

203

 

 

 

236

 

 

 

138

 

 

 

2

 

 

 

1,810

 

Capital work-in-progress as of April 1, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

271

 

Carrying value as of April 1, 2019

 

 

271

 

 

 

868

 

 

 

182

 

 

 

239

 

 

 

98

 

 

 

2

 

 

 

1,931

 

 

 

271

 

 

 

868

 

 

 

182

 

 

 

239

 

 

 

98

 

 

 

2

 

 

 

1,931

 

 


Following are the changes in the carrying value of property, plant and equipment for fiscal 2019:

 

 

(Dollars in millions)

 

 

 

Land

 

 

Buildings

 

 

Plant and

machinery

 

 

Computer

equipment

 

 

Furniture

and fixtures

 

 

Vehicles

 

 

Total

 

Gross carrying value as of April 1, 2018

 

 

292

 

 

 

1,247

 

 

 

518

 

 

 

749

 

 

 

285

 

 

 

5

 

 

 

3,096

 

Additions

 

8

 

 

132

 

 

98

 

 

173

 

 

58

 

 

1

 

 

470

 

Additions- Business Combinations (Refer note 2.10)

 

 

 

 

 

 

 

1

 

 

4

 

 

2

 

 

 

 

 

7

 

Deletions

 

 

(7

)

 

 

(17

)

 

 

(15

)

 

 

(35

)

 

 

(9

)

 

 

 

 

 

(83

)

Reclassified from assets held for sale (refer note 2.10)

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

4

 

 

 

 

 

 

10

 

Translation difference

 

 

(17

)

 

 

(71

)

 

 

(30

)

 

 

(42

)

 

 

(17

)

 

 

(1

)

 

 

(178

)

Gross carrying value as of March 31, 2019

 

 

276

 

 

 

1,291

 

 

 

572

 

 

 

855

 

 

 

323

 

 

 

5

 

 

 

3,322

 

Accumulated depreciation as of April 1, 2018

 

 

(5

)

 

 

(417

)

 

 

(359

)

 

 

(557

)

 

 

(203

)

 

 

(3

)

 

 

(1,544

)

Depreciation

 

 

(1

)

 

 

(45

)

 

 

(62

)

 

 

(109

)

 

 

(37

)

 

 

(1

)

 

 

(255

)

Accumulated depreciation on deletions

 

 

 

 

 

15

 

 

12

 

 

23

 

 

6

 

 

 

 

 

 

56

 

Reclassified from assets held for sale (refer note 2.10)

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(3

)

 

 

 

 

 

(7

)

Translation difference

 

 

1

 

 

 

24

 

 

19

 

 

 

31

 

 

 

12

 

 

 

1

 

 

 

88

 

Accumulated depreciation as of March 31, 2019

 

 

(5

)

 

 

(423

)

 

 

(390

)

 

 

(616

)

 

 

(225

)

 

 

(3

)

 

 

(1,662

)

Capital work-in-progress as of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

271

 

Carrying value as of March 31, 2019

 

 

271

 

 

 

868

 

 

 

182

 

 

 

239

 

 

 

98

 

 

 

2

 

 

 

1,931

 

Capital work-in-progress as of April 1, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

311

 

Carrying value as of April 1, 2018

 

 

287

 

 

 

830

 

 

 

159

 

 

 

192

 

 

 

82

 

 

 

2

 

 

 

1,863

 


Following are the changes in the carrying value of property, plant and equipment for fiscal 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Land

 

 

Buildings

 

 

Plant and

machinery

 

 

Computer

equipment

 

 

Furniture

and fixtures

 

 

Vehicles

 

 

Total

 

Gross carrying value as of April 1, 2017

 

 

272

 

 

 

1,123

 

 

 

466

 

 

 

700

 

 

 

261

 

 

 

5

 

 

 

2,827

 

Additions

 

21

 

 

122

 

 

56

 

 

73

 

 

29

 

 

1

 

 

302

 

Deletions

 

 

 

 

 

 

 

 

(3

)

 

 

(17

)

 

 

(3

)

 

 

(1

)

 

 

(24

)

Reclassified under held for sale (refer note 2.10)

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

(4

)

 

 

 

 

 

(10

)

Translation difference

 

 

(1

)

 

 

2

 

 

 

(1

)

 

 

(1

)

 

 

2

 

 

 

 

 

 

1

 

Gross carrying value as of March 31, 2018

 

 

292

 

 

 

1,247

 

 

 

518

 

 

 

749

 

 

 

285

 

 

 

5

 

 

 

3,096

 

Accumulated depreciation as of April 1, 2017

 

 

(4

)

 

 

(376

)

 

 

(301

)

 

 

(471

)

 

 

(168

)

 

 

(3

)

 

 

(1,323

)

Depreciation

 

 

(1

)

 

 

(43

)

 

 

(62

)

 

 

(107

)

 

 

(40

)

 

 

(1

)

 

 

(254

)

Accumulated depreciation on deletions

 

 

 

 

 

 

 

2

 

 

17

 

 

3

 

 

1

 

 

 

23

 

Reclassified under held for sale (refer note 2.10)

 

 

 

 

 

 

 

 

 

 

4

 

 

3

 

 

 

 

 

 

7

 

Translation difference

 

 

 

 

 

2

 

 

2

 

 

 

 

 

 

(1

)

 

 

 

 

 

3

 

Accumulated depreciation as of March 31, 2018

 

 

(5

)

 

 

(417

)

 

 

(359

)

 

 

(557

)

 

 

(203

)

 

 

(3

)

 

 

(1,544

)

Capital work-in-progress as of March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

311

 

Carrying value as of March 31, 2018

 

 

287

 

 

 

830

 

 

 

159

 

 

 

192

 

 

 

82

 

 

 

2

 

 

 

1,863

 

Capital work-in-progress as of April 1, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

303

 

Carrying value as of April 1, 2017

 

 

268

 

 

 

747

 

 

 

165

 

 

 

229

 

 

 

93

 

 

 

2

 

 

 

1,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Land

 

 

Buildings

 

 

Plant and

machinery

 

 

Computer

equipment

 

 

Furniture

and fixtures

 

 

Vehicles

 

 

Total

 

Gross carrying value as of April 1, 2018

 

 

292

 

 

 

1,247

 

 

 

518

 

 

 

749

 

 

 

285

 

 

 

5

 

 

 

3,096

 

Additions

 

8

 

 

132

 

 

98

 

 

173

 

 

58

 

 

1

 

 

470

 

Additions- Business Combinations (Refer to Note 2.10)

 

 

 

 

 

 

 

1

 

 

4

 

 

2

 

 

 

 

 

7

 

Deletions

 

 

(7

)

 

 

(17

)

 

 

(15

)

 

 

(35

)

 

 

(9

)

 

 

 

 

 

(83

)

Reclassified from assets held for sale (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

4

 

 

 

 

 

 

10

 

Translation difference

 

 

(17

)

 

 

(71

)

 

 

(30

)

 

 

(42

)

 

 

(17

)

 

 

(1

)

 

 

(178

)

Gross carrying value as of March 31, 2019

 

 

276

 

 

 

1,291

 

 

 

572

 

 

 

855

 

 

 

323

 

 

 

5

 

 

 

3,322

 

Accumulated depreciation as of April 1, 2018

 

 

(5

)

 

 

(417

)

 

 

(359

)

 

 

(557

)

 

 

(203

)

 

 

(3

)

 

 

(1,544

)

Depreciation

 

 

(1

)

 

 

(45

)

 

 

(62

)

 

 

(109

)

 

 

(37

)

 

 

(1

)

 

 

(255

)

Accumulated depreciation on deletions

 

 

 

 

 

15

 

 

12

 

 

23

 

 

6

 

 

 

 

 

 

56

 

Reclassified from assets held for sale (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(3

)

 

 

 

 

 

(7

)

Translation difference

 

 

1

 

 

 

24

 

 

19

 

 

 

31

 

 

 

12

 

 

 

1

 

 

 

88

 

Accumulated depreciation as of March 31, 2019

 

 

(5

)

 

 

(423

)

 

 

(390

)

 

 

(616

)

 

 

(225

)

 

 

(3

)

 

 

(1,662

)

Capital work-in-progress as of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

271

 

Carrying value as of March 31, 2019

 

 

271

 

 

 

868

 

 

 

182

 

 

 

239

 

 

 

98

 

 

 

2

 

 

 

1,931

 

Capital work-in-progress as of April 1, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

311

 

Carrying value as of April 1, 2018

 

 

287

 

 

 

830

 

 

 

159

 

 

 

192

 

 

 

82

 

 

 

2

 

 

 

1,863

 

 

The aggregate depreciation expense is included in cost of sales in the statement of comprehensive income.

The contractual commitments for capital expenditure primarily comprise of commitments for infrastructure facilities and computer equipments aggregating to $180$100 million and $249$180 million as of March 31, 20202021 and March 31, 2019,2020, respectively.

2.8 Leases

Accounting Policy

The Group as a lessee

The Group’s lease asset classes primarily consist of leases for land and buildings. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (1) the contract involves the use of an identified asset (2) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Group has the right to direct the use of the asset.


At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

The Group as a lessor

Leases for which the Group is a lessor are classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the ROU asset arising from the head lease.

For operating leases, rental income is recognized on a straight-line basis over the term of the relevant lease.

Transition

Effective April 1, 2019, the Group adopted IFRS 16 “Leases” and applied the standard to all lease contracts existing on April 1, 2019 using the modified retrospective method and has taken the cumulative adjustment to retained earnings, on the date of initial application. Consequently, the Group recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the ROU asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the lessee’s incremental borrowing rate at the date of initial application. Comparatives as at and for the year ended March 31, 2019 have not been retrospectively adjusted and therefore, continues to be reported under the accounting policies included as part of our financial statements included in Form 20-F for the year ended March 31, 2019.


On transition, the adoption of the new standard resulted in recognition of ROU asset of $420 million, 'Net investment in sublease of ROU assets of $62 million and lease liabilities of $520 million. The cumulative effect of applying the standard, amounting to $6 million was debited to retained earnings, net of taxes. The effect of this adoption in fiscal 2020 is insignificant on the operating profit, net profit for the period and earnings per share. IFRS 16 resulted in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease payments.

The following isFollowing are the summarychanges in the carrying value of practical expedients elected on initial application:right of use assets for the year ended March 31, 2021:

(Dollars in millions)

 

 

Category of ROU asset

 

 

 

Land

 

 

Buildings

 

 

Vehicles

 

 

Computers

 

 

Total

 

Balance as of April 1, 2020

 

 

83

 

 

 

461

 

 

 

2

 

 

 

5

 

 

 

551

 

Additions*

 

 

1

 

 

 

168

 

 

 

1

 

 

 

19

 

 

 

189

 

Deletions

 

 

 

 

 

(20

)

 

 

 

 

 

 

 

 

(20

)

Depreciation

 

 

(1

)

 

 

(80

)

 

 

(1

)

 

 

(4

)

 

 

(86

)

Translation difference

 

 

3

 

 

 

16

 

 

 

1

 

 

 

2

 

 

 

22

 

Balance as of March 31, 2021

 

86

 

 

545

 

 

3

 

 

22

 

 

 

656

 

*

1.

Applied a single discount rateNet of lease incentives of $12 million related to a portfoliolease of leases of similar assets in similar economic environment with a similar end datebuildings

2.

Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application

3.

Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

4.

Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, IFRS 16 is applied only to contracts that were previously identified as leases under IAS 17.

The difference between the lease obligation recorded as of March 31, 2019 under IAS 17 disclosed under Note 2.15 of the 2019 Annual Report on Form 20-F and the value of the lease liabilities as of April 1, 2019 is primarily on account of inclusion of extension and termination options reasonably certain to be exercised, in measuring the lease liability in accordance with IFRS 16 and discounting the lease liabilities to the present value under IFRS 16.

The weighted average incremental borrowing rate applied to lease liabilities as at April 1, 2019 is 4.5%.

Following are the changes in the carrying value of right of use assets for the year ended March 31, 2020:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

Particulars

Category of ROU asset

 

Category of ROU asset

 

 

Land

 

 

Buildings

 

 

Vehicles

 

 

Computers

 

 

Total

 

 

Land

 

 

Buildings

 

 

Vehicles

 

 

Computers

 

 

Total

 

Balance as of April 1, 2019

 

 

 

 

419

 

 

1

 

 

 

 

 

 

420

 

 

 

 

 

419

 

 

1

 

 

 

 

 

 

420

 

Reclassified on account of adoption of IFRS 16

 

92

 

 

 

 

 

 

 

 

 

 

 

 

92

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

92

 

Additions*

 

 

 

 

 

148

 

 

 

 

 

 

7

 

 

 

155

 

 

 

 

 

 

148

 

 

 

 

 

 

7

 

 

 

155

 

Additions through business combination (Refer to Note 2.10)

 

 

 

 

 

26

 

 

 

2

 

 

 

 

 

 

28

 

Additions through business combination (Refer to Note 2.10)

 

 

 

 

 

26

 

 

 

2

 

 

 

 

 

 

28

 

Deletions

 

 

 

 

 

(18

)

 

 

 

 

 

 

 

 

(18

)

 

 

 

 

 

(18

)

 

 

 

 

 

 

 

 

(18

)

Depreciation

 

 

(1

)

 

 

(75

)

 

 

(1

)

 

 

(1

)

 

 

(78

)

 

 

(1

)

 

 

(75

)

 

 

(1

)

 

 

(1

)

 

 

(78

)

Translation difference

 

 

(8

)

 

 

(39

)

 

 

 

 

 

(1

)

 

 

(48

)

 

 

(8

)

 

 

(39

)

 

 

 

 

 

(1

)

 

 

(48

)

Balance as of March 31, 2020

 

83

 

 

461

 

 

2

 

 

5

 

 

 

551

 

 

 

83

 

 

 

461

 

 

 

2

 

 

 

5

 

 

 

551

 

 

*

Net of lease incentives of $16 million related to lease of buildings

The aggregate depreciation expense on ROU assets is included in cost of sales in the consolidated statement of comprehensive income.

The following is the break-up of current and non-current lease liabilities as of March 31, 2020liabilities:

 

(Dollars in millions)

Particulars

Amount

Current lease liabilities

82

Non-current lease liabilities

530

Total

612

(Dollars in millions)

 

 

 

As of

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Current lease liabilities

 

101

 

 

 

82

 

Non-current lease liabilities

 

627

 

 

530

 

Total

 

 

728

 

 

 

612

 


The following is the movement in lease liabilities during the year ended March 31, 2020:liabilities:

 

(Dollars in millions)

Particulars

Amount

Balance as of April 1, 2019

520

Additions

172

Additions through business combination (Refer to note 2.10)

32

Finance cost accrued during the period

24

Deletions

(20

)

Payment of lease liabilities

(90

)

Translation difference

(26

)

Balance as of March 31, 2020

612

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

2021

 

 

2020

 

Balance at the beginning

 

 

612

 

 

520

 

Additions

 

 

204

 

 

 

172

 

Additions through business combination (Refer to Note 2.10)

 

 

 

 

 

32

 

Finance cost accrued during the period

 

24

 

 

24

 

Deletions

 

 

(23

)

 

 

(20

)

Payment of lease liabilities

 

 

(111

)

 

 

(90

)

Translation difference

 

 

22

 

 

 

(26

)

Balance at the end

 

 

728

 

 

 

612

 

 

The table below provides details regarding the contractual maturities of lease liabilities as of March 31, 2020 on an undiscounted basis:

 

(Dollars in millions)

Particulars

Amount

Less than one year

105

One to five years

344

More than five years

274

Total

723

(Dollars in millions)

 

 

 

As of

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Less than one year

 

 

119

 

 

 

105

 

One to five years

 

 

412

 

 

 

344

 

More than five years

 

 

306

 

 

 

274

 

Total

 

 

837

 

 

723

 

The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases was $11 million and $13 million for fiscal 2021 and fiscal 2020, respectively.

The following is the movement in the net-investment in sublease of ROU asset during fiscal 2020:asset:

 

(Dollars in millions)

Particulars

Amount

Balance as of April 1, 2019

62

Interest income accrued during the period

2

Lease receipts

(6

)

Balance as of March 31, 2020

58

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

2021

 

 

2020

 

Balance at the beginning

 

 

58

 

 

 

62

 

Interest income accrued during the period

 

 

2

 

 

 

2

 

Lease receipts

 

 

(7

)

 

 

(6

)

Balance at the end

 

53

 

 

58

 

The table below provides details regarding the contractual maturities of net investment in sublease of ROU asset as of March 31, 2020 on an undiscounted basis:

 

(Dollars in millions)

Particulars

Amount

Less than one year

7

One to five years

29

More than five years

32

Total

68

(Dollars in millions)

 

 

 

As of

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Less than one year

 

 

7

 

 

 

7

 

One to five years

 

 

30

 

 

 

29

 

More than five years

 

 

25

 

 

 

32

 

Total

 

 

62

 

 

68

 

Leases not yet commenced as of March 31, 20202021 to which Group is committed is $87$25 million for a lease term ranging from 25 years to 1310 years.

 


 

2.9 Goodwill and intangible assets

 

2.9.1 Goodwill

 


Accounting policy

 

Goodwill represents the purchase consideration in excess of the Group's interest in the net fair value of identifiable assets, liabilities and contingent liabilities of the acquired entity. When the net fair value of the identifiable assets, liabilities and contingent liabilities acquired exceeds the purchase consideration, the fair value of net assets acquired is reassessed and the bargain purchase gain is recognized immediately in the net profit in the Statement of Comprehensive Income. Goodwill is measured at cost less accumulated impairment losses.

 

Impairment

 

Goodwill is tested for impairment on an annual basis and whenever there is an indication that the recoverable amount of a cash generating unit (CGU) is less than its carrying amount. For the impairment test, goodwill is allocated to the CGU or groups of CGU’s which benefit from the synergies of the acquisition. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. Value-in-use is the present value of future cash flows expected to be derived from the CGU.

 

Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is recognized in the net profit in the statement of comprehensive income and is not reversed in the subsequent period.

 

 

Following is a summary of changes in the carrying amount of goodwill:

 

 

 

(Dollars in millions)

 

 

 

As of

 

 

 

March 31, 2020

 

 

March 31, 2019

 

Carrying value at the beginning

 

512

 

 

339

 

Goodwill on Wongdoody acquisition (Refer to note 2.10)

 

 

-

 

 

 

25

 

Goodwill on Fluido acquisition (Refer to note 2.10)

 

 

-

 

 

 

32

 

Goodwill on HIPUS acquisition (Refer to note 2.10)

 

16

 

 

 

-

 

Goodwill on Stater acquisition (Refer to note 2.10)

 

57

 

 

 

-

 

Goodwill on Simplus acquisition (Refer to note 2.10)

 

130

 

 

 

-

 

Goodwill reclassified (to)/from assets held for sale, net of reduction (Refer note no 2.10)

 

 

-

 

 

 

138

 

Translation differences

 

 

(16

)

 

 

(22

)

Carrying value at the end

 

699

 

 

512

 

 

 

(Dollars in millions)

 

 

 

As of

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Carrying value at the beginning

 

699

 

 

512

 

Goodwill on HIPUS acquisition (Refer to Note 2.10)

 

 

 

 

16

 

Goodwill on Stater acquisition (Refer to Note 2.10)

 

 

 

 

57

 

Goodwill on Simplus acquisition (Refer to Note 2.10)

 

 

 

 

130

 

Goodwill on acquisitions during the year (Refer to Note 2.10)

 

102

 

 

 

 

Translation differences

 

 

31

 

 

 

(16

)

Carrying value at the end

 

832

 

 

699

 

 

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash generating units (CGU) or groups of CGUs, which are benefited from the synergies of the acquisition. The Group internally reviews the goodwill for impairment at the operating segment level, after allocation of the goodwill to CGUs or groups of CGUs.


The following table presents the allocation of goodwill to operating segments as at March 31, 20202021 and March 31, 2019:2020:

 

(Dollars in millions)

(Dollars in millions)

(Dollars in millions)

 

As of

 

As of

Segments

 

March 31, 2020

 

March 31, 2019

 

March 31, 2021

 

 

March 31, 2020

Financial services

 

167

 

108

 

186

 

 

167

Retail

 

66

 

63

 

109

 

 

66

Communication

 

62

 

56

 

82

 

 

62

Energy, utilities, Resources and Services

 

117

 

54

 

143

 

 

117

Manufacturing

 

50

 

34

 

67

 

 

50

 

462

 

315

 

 

587

 

 

462

Operating segments without significant goodwill

 

102

 

61

 

127

 

 

102

Total

 

564

 

376

 

 

714

 

 

564

 

ConsequentThe goodwill pertaining to reclassification from heldPanaya is tested for sale (Referimpairment at the entity level as at March 31, 2021 and amounts to Note 2.10), the$118 million.

The goodwill pertaining to Panaya, Kallidus and Skava acquisitions are tested for impairment at the respective entity level, which amountsamounting to $135 million and $136 million as at March 31, 2020 and March 31, 2019, respectively.2020.

The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The fair value of a CGU is determined based on the market capitalization. Value-in-use is determined based on discounted future cash flows.

The key assumptions used for the calculations are as follows: 

 

 

(in %)

 

(in %)

 

 

As of

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

March 31, 2021

 

 

March 31, 2020

 

Long term growth rate

 

7-10

 

 

8-10

 

8-10

 

 

7-10

 

Operating margins

 

17-20

 

 

17-20

 

19-21

 

 

17-20

 

Discount rate

 

 

11.9

 

 

12.5

 

 

11.7

 

 

 

11.9

 

 

The above discount rate is based on the Weighted Average Cost of Capital (WACC) of the Company. As at March 31, 2020,2021, the estimated recoverable amount of the CGU exceeded its carrying amount. Reasonable sensitivities in key assumptions consequent to the change in estimated future economic conditions on account of possible effects relating to the COVID-19 pandemic is unlikely to cause the carrying amount to exceed the recoverable amount of the cash generating units.


 

2.9.2 Intangible assets

 

Accounting policy

 

Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over their respective individual estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry and known technological advances. Amortization methods and useful lives are reviewed periodically including at each financial year end.

 

Research costs are expensed as incurred. Software product development costs are expensed as incurred unless technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Company has an intention and ability to complete and use or sell the software and the costs can be measured reliably. The costs which can be capitalized include the cost of material, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use. 

Impairment

 


Intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs.

 

If such assets are considered to be impaired, the impairment to be recognized in the net profit in the statement of comprehensive income is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the net profit in the statement of comprehensive income if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization) had no impairment loss been recognized for the asset in prior years.

 

Following are the changes in the carrying value of acquired intangible assets for fiscal 2020:2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Customer

related

 

 

Software

related

 

 

Land use

rights

related

 

 

Marketing

related

 

 

Others*

 

 

Total

 

Gross carrying value as of April 1, 2019

 

 

136

 

 

 

64

 

 

 

10

 

 

 

14

 

 

 

12

 

 

 

236

 

Additions during the period

 

 

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

13

 

Acquisition through business combination (Refer note no. 2.10)

 

 

116

 

 

 

16

 

 

 

 

 

 

18

 

 

 

43

 

 

 

193

 

Reclassified on account of adoption of IFRS 16

 

 

 

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

(10

)

Translation differences

 

 

(4

)

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

 

 

(6

)

Gross carrying value as of March 31, 2020

 

 

248

 

 

 

92

 

 

 

 

 

 

32

 

 

 

54

 

 

 

426

 

Accumulated amortization as of April 1, 2019

 

 

(81

)

 

 

(44

)

 

 

(1

)

 

 

(6

)

 

 

(4

)

 

 

(136

)

Amortization expense

 

 

(21

)

 

 

(15

)

 

 

 

 

 

(3

)

 

 

(4

)

 

 

(43

)

Reclassified on account of adoption of IFRS 16

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Translation differences

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

3

 

Accumulated amortization as of March 31, 2020

 

 

(100

)

 

 

(59

)

 

 

 

 

 

(9

)

 

 

(7

)

 

 

(175

)

Carrying value as of March 31, 2020

 

 

148

 

 

 

33

 

 

 

 

 

 

23

 

 

 

47

 

 

 

251

 

Carrying value as of April 1, 2019

 

 

55

 

 

 

20

 

 

 

9

 

 

 

8

 

 

 

8

 

 

 

100

 

Estimated Useful Life (in years)

 

1-15

 

 

3-10

 

 

 

 

 

5-10

 

 

3-5

 

 

 

 

 

Estimated Remaining Useful Life (in years)

 

0-14

 

 

0-9

 

 

 

 

 

1-10

 

 

1-5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Customer

related

 

 

Software

related

 

 

Marketing

related

 

 

Others*

 

 

Total

 

Gross carrying value as of April 1, 2020

 

 

248

 

 

 

92

 

 

 

32

 

 

 

54

 

 

 

426

 

Additions during the period

 

 

 

 

 

14

 

 

 

 

 

 

 

 

 

14

 

Acquisition through business combination (Refer to Note 2.10)

 

 

24

 

 

 

4

 

 

 

8

 

 

 

36

 

 

 

72

 

Translation differences

 

 

10

 

 

 

2

 

 

 

 

 

 

1

 

 

 

13

 

Gross carrying value as of March 31, 2021

 

 

282

 

 

 

112

 

 

 

40

 

 

 

91

 

 

 

525

 

Accumulated amortization as of April 1, 2020

 

 

(100

)

 

 

(59

)

 

 

(9

)

 

 

(7

)

 

 

(175

)

Amortization expense

 

 

(37

)

 

 

(7

)

 

 

(5

)

 

 

(14

)

 

 

(63

)

Translation differences

 

 

(2

)

 

 

(1

)

 

 

 

 

 

(1

)

 

 

(4

)

Accumulated amortization as of March 31, 2021

 

 

(139

)

 

 

(67

)

 

 

(14

)

 

 

(22

)

 

 

(242

)

Carrying value as of March 31, 2021

 

 

143

 

 

 

45

 

 

 

26

 

 

 

69

 

 

 

283

 

Carrying value as of April 1, 2020

 

 

148

 

 

 

33

 

 

 

23

 

 

 

47

 

 

 

251

 

Estimated Useful Life (in years)

 

1-15

 

 

3-10

 

 

3-10

 

 

3-7

 

 

 

 

 

Estimated Remaining Useful Life (in years)

 

1-13

 

 

1-8

 

 

1-9

 

 

1-7

 

 

 

 

 

 

*

Majorly includes intangibles related to Salesforcevendor relationships

 


Following are the changes in the carrying value of acquired intangible assets for fiscal 2019:2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Customer

related

 

 

Software

related

 

 

Land use

rights

related

 

 

Marketing

related

 

 

Others*

 

 

Total

 

Gross carrying value as of April 1, 2018

 

 

68

 

 

 

3

 

 

 

11

 

 

 

4

 

 

 

4

 

 

 

90

 

Additions during the period

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Acquisition through business combination (Refer note no. 2.10)

 

 

47

 

 

 

 

 

 

 

 

 

5

 

 

 

9

 

 

 

61

 

Reclassified under assets held for sale (Refer note no. 2.10)

 

 

24

 

 

 

60

 

 

 

 

 

 

6

 

 

 

 

 

 

90

 

Translation differences

 

 

(3

)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(6

)

Gross carrying value as of March 31, 2019

 

 

136

 

 

 

64

 

 

 

10

 

 

 

14

 

 

 

12

 

 

 

236

 

Accumulated amortization as of April 1, 2018

 

 

(44

)

 

 

(3

)

 

 

(1

)

 

 

(2

)

 

 

(2

)

 

 

(52

)

Amortization expense

 

 

(16

)

 

 

(13

)

 

 

 

 

 

(1

)

 

 

(2

)

 

 

(32

)

Reduction in value (Refer note no. 2.10)

 

 

(13

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13

)

Reclassified under assets held for sale (Refer note no. 2.10)

 

 

(9

)

 

 

(28

)

 

 

 

 

 

(3

)

 

 

 

 

 

(40

)

Translation differences

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Accumulated amortization as of March 31, 2019

 

 

(81

)

 

 

(44

)

 

 

(1

)

 

 

(6

)

 

 

(4

)

 

 

(136

)

Carrying value as of March 31, 2019

 

 

55

 

 

 

20

 

 

 

9

 

 

 

8

 

 

 

8

 

 

 

100

 

Carrying value as of April 1, 2018

 

 

24

 

 

 

 

 

 

10

 

 

 

2

 

 

 

2

 

 

 

38

 

Estimated Useful Life (in years)

 

1-10

 

 

3-8

 

 

 

50

 

 

5-10

 

 

3-5

 

 

 

 

 

Estimated Remaining Useful Life (in years)

 

0-7

 

 

 

1

 

 

 

42

 

 

2-8

 

 

2-3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Customer

related

 

 

Software

related

 

 

Land use

rights

related

 

 

Marketing

related

 

 

Others*

 

 

Total

 

Gross carrying value as of April 1, 2019

 

 

136

 

 

 

64

 

 

 

10

 

 

 

14

 

 

 

12

 

 

 

236

 

Additions during the period

 

 

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

13

 

Acquisition through business combination (Refer to Note 2.10)

 

 

116

 

 

 

16

 

 

 

 

 

 

18

 

 

 

43

 

 

 

193

 

Reclassified on account of adoption of IFRS 16

 

 

 

 

 

 

 

 

(10

)

 

 

 

 

 

 

 

 

(10

)

Translation differences

 

 

(4

)

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

 

 

(6

)

Gross carrying value as of March 31, 2020

 

 

248

 

 

 

92

 

 

 

 

 

 

32

 

 

 

54

 

 

 

426

 

Accumulated amortization as of April 1, 2019

 

 

(81

)

 

 

(44

)

 

 

(1

)

 

 

(6

)

 

 

(4

)

 

 

(136

)

Amortization expense

 

 

(21

)

 

 

(15

)

 

 

 

 

 

(3

)

 

 

(4

)

 

 

(43

)

Reclassified on account of adoption of IFRS 16

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Translation differences

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

3

 

Accumulated amortization as of March 31, 2020

 

 

(100

)

 

 

(59

)

 

 

 

 

 

(9

)

 

 

(7

)

 

 

(175

)

Carrying value as of March 31, 2020

 

 

148

 

 

 

33

 

 

 

 

 

 

23

 

 

 

47

 

 

 

251

 

Carrying value as of April 1, 2019

 

 

55

 

 

 

20

 

 

 

9

 

 

 

8

 

 

 

8

 

 

 

100

 

Estimated Useful Life (in years)

 

1-15

 

 

3-10

 

 

 

 

 

5-10

 

 

3-5

 

 

 

 

 

Estimated Remaining Useful Life (in years)

 

0-14

 

 

0-9

 

 

 

 

 

1-10

 

 

1-5

 

 

 

 

 

 

*

Majorly includes intangibles related to Salesforcevendor relationships

Following are the changes in the carrying value of acquired intangible assets for fiscal 2018:2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Customer

related

 

 

Software

related

 

 

Sub-

contracting

right related

 

 

Land use

rights

related

 

 

Marketing

related

 

 

Others

 

 

Total

 

Gross carrying value as of April 1, 2017

 

 

116

 

 

 

62

 

 

 

3

 

 

 

10

 

 

 

14

 

 

 

10

 

 

 

215

 

Addition through business combination (refer note no. 2.10)

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Deletion/ retirals

 

 

(27

)

 

 

 

 

 

(3

)

 

 

 

 

 

(4

)

 

 

(5

)

 

 

(39

)

Reclassified under assets held for sale (Refer note no. 2.10)

 

 

(24

)

 

 

(60

)

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

(90

)

Translation differences

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

(1

)

 

 

2

 

Gross carrying value as of March 31, 2018

 

 

68

 

 

 

3

 

 

 

 

 

 

11

 

 

 

4

 

 

 

4

 

 

 

90

 

Accumulated amortization as of April 1, 2017

 

 

(59

)

 

 

(19

)

 

 

(3

)

 

 

(1

)

 

 

(7

)

 

 

(6

)

 

 

(95

)

Amortization expense

 

 

(20

)

 

 

(12

)

 

 

 

 

 

 

 

 

(2

)

 

 

(1

)

 

 

(35

)

Deletion/ retirals

 

 

27

 

 

 

 

 

 

3

 

 

 

 

 

 

4

 

 

 

5

 

 

 

39

 

Reclassified under assets held for sale (Refer note no. 2.10)

 

 

9

 

 

 

28

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

40

 

Translation differences

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

Accumulated amortization as of March 31, 2018

 

 

(44

)

 

 

(3

)

 

 

 

 

 

(1

)

 

 

(2

)

 

 

(2

)

 

 

(52

)

Carrying value as of March 31, 2018

 

 

24

 

 

 

 

 

 

 

 

 

10

 

 

 

2

 

 

 

2

 

 

 

38

 

Carrying value as of April 1, 2017

 

 

57

 

 

 

43

 

 

 

 

 

 

9

 

 

 

7

 

 

 

4

 

 

 

120

 

Estimated Useful Life (in years)

 

2-10

 

 

 

 

 

 

 

 

 

50

 

 

 

5

 

 

 

5

 

 

 

 

 

Estimated Remaining Useful Life (in years)

 

1-5

 

 

 

 

 

 

 

 

 

43

 

 

 

3

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Customer

related

 

 

Software

related

 

 

Land use

rights

related

 

 

Marketing

related

 

 

Others*

 

 

Total

 

Gross carrying value as of April 1, 2018

 

 

68

 

 

 

3

 

 

 

11

 

 

 

4

 

 

 

4

 

 

 

90

 

Additions during the period

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Acquisition through business combination (Refer to Note 2.10)

 

 

47

 

 

 

 

 

 

 

 

 

5

 

 

 

9

 

 

 

61

 

Reclassified under assets held for sale (Refer to Note 2.10)

 

 

24

 

 

 

60

 

 

 

 

 

 

6

 

 

 

 

 

 

90

 

Translation differences

 

 

(3

)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(6

)

Gross carrying value as of March 31, 2019

 

 

136

 

 

 

64

 

 

 

10

 

 

 

14

 

 

 

12

 

 

 

236

 

Accumulated amortization as of April 1, 2018

 

 

(44

)

 

 

(3

)

 

 

(1

)

 

 

(2

)

 

 

(2

)

 

 

(52

)

Amortization expense

 

 

(16

)

 

 

(13

)

 

 

 

 

 

(1

)

 

 

(2

)

 

 

(32

)

Reduction in value (Refer to Note 2.10)

 

 

(13

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13

)

Reclassified under assets held for sale (Refer to Note 2.10)

 

 

(9

)

 

 

(28

)

 

 

 

 

 

(3

)

 

 

 

 

 

(40

)

Translation differences

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Accumulated amortization as of March 31, 2019

 

 

(81

)

 

 

(44

)

 

 

(1

)

 

 

(6

)

 

 

(4

)

 

 

(136

)

Carrying value as of March 31, 2019

 

 

55

 

 

 

20

 

 

 

9

 

 

 

8

 

 

 

8

 

 

 

100

 

Carrying value as of April 1, 2018

 

 

24

 

 

 

 

 

 

10

 

 

 

2

 

 

 

2

 

 

 

38

 

Estimated Useful Life (in years)

 

1-10

 

 

3-8

 

 

 

50

 

 

5-10

 

 

3-5

 

 

 

 

 

Estimated Remaining Useful Life (in years)

 

0-7

 

 

 

1

 

 

 

42

 

 

2-8

 

 

2-3

 

 

 

 

 

*

Majorly includes intangibles related to vendor relationships


 

The amortization expense has been included under depreciation and amortization expense under cost of sales in the consolidated statement of comprehensive income.

 

Research and development expense recognized in the consolidated statement of comprehensive income, for fiscal 2021, 2020 and 2019 and 2018 were $127 million, $117 million $110 million and $116$110 million, respectively.

 

2.10 Business combinations and Disposal group held for sale

 

a.

Business combinations

 

Accounting Policy:

 

Business combinations have beenare accounted for using the acquisition method under the provisions of IFRS 3 (Revised), Business Combinations.method.

 

The cost ofpurchase price in an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Group. The cost of acquisitionpurchase price also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition. Contingent consideration is remeasured at fair value at each reporting date and changes in the fair value of the contingent consideration are recognized in the Statement of Comprehensive Income.

 

The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries.

 

Business combinations between entities under common control is outside the scope of IFRS 3 (Revised), Business Combinations and is accounted for at carrying value.value of assets acquired and liabilities assumed.

The payments related to options issued by the Group over the non-controlling interests in its subsidiaries are accounted as financial liabilities and initially recognized at the estimated present value of gross obligations. Such options are subsequently measured at fair value in order to reflect the amount payable under the option at the date at which it becomes exercisable. In the event that the option expires unexercised, the liability is derecognised.

 

Transaction costs that the Group incurs in connection with a business combination such as finders’ fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.

Acquisitions during the year ended March 31, 2021

Brilliant Basics Holdings Limited:

On September 8, 2017, Infosys acquiredDuring fiscal 2021 the Group, completed three business combinations to complement its digital offerings and end to end customer experience offerings to customers by acquiring 100% of the voting interests in Brilliant Basics Holdings Limited., UK, (Brilliant Basics)in:

(i)

GuideVision, s.r.o a ServiceNow Elite Partner based in Europe on October 1, 2020

(ii)

Kaleidoscope Animations, Inc., a U.S. based product design and development services focused primarily on medical devices on October 9, 2020 and


(iii)

Beringer Commerce Inc. and Beringer Capital Digital Group Inc., collectively known as Blue Acorn iCi, an Adobe Platinum partner in the United States, and a leader in digital customer experience, commerce and analytics, on October 27, 2020

The purchase price is allocated to assets acquired and customer experience innovator with experience in executing global programs. The business acquisition was completed by entering into a share purchase agreement for cash consideration of $4 million, contingent consideration of up to $3 million and an additional consideration of $2 million, referred to as retention bonus, payable toliabilities assumed at fair values on the employees of Brilliant Basics at each anniversary year over the next two years from the datedates of acquisition subject to their continuous employment with the group at each anniversary.as follows:

The payment

 

 

 

 

 

 

(Dollars in  millions)

 

Component

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase price

allocated

 

Net assets*

 

 

18

 

 

 

 

 

 

18

 

Intangible Assets

 

 

 

 

 

 

 

 

 

 

 

 

Vendor Relationships

 

 

 

 

 

36

 

 

 

36

 

Customer Contracts and Relationships

 

 

 

 

 

24

 

 

 

24

 

Brand

 

 

 

 

 

8

 

 

 

8

 

Software

 

 

 

 

 

4

 

 

 

4

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

(3

)

 

 

(3

)

 

 

 

18

 

 

 

69

 

 

 

87

 

Goodwill

 

 

 

 

 

 

 

 

 

 

102

 

Total purchase price

 

 

 

 

 

 

 

 

 

 

189

 

*Includes cash and cash equivalents acquired of contingent consideration to sellers of Brilliant Basics is dependent upon the achievement of certain financial targets by Brilliant Basics over a period of 3 years ending on March, 2020.$11 million

The fair value of contingent consideration is determined by discounting the estimated amount payable to the sellers of Brilliant Basics on achievement of certain financial targets. The key inputs used in determination of the fair value of contingent consideration are the discount rate of 10% and the probabilities of achievement of the financial targets. The undiscounted value of contingent consideration is $1 million and $2 million as of March 31, 2020 and March 31, 2019, respectively.

The excess of the purchase consideration paid over the fair value of net assets acquired has been attributed to goodwill. Goodwill majorly includes value expected from increase in revenues from new streams of business, addition of new customers, and estimated synergies which does not qualify as an intangible asset.

 


The purchase price has been allocated based on management’s estimates and independent appraisal of fair values as follows:

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Component

 

Acquiree's

carrying amount

 

 

Fair value

adjustments

 

 

Purchase price

allocated

 

Net Assets*

 

 

 

 

 

 

 

 

Intangible assets – customer relationships

 

 

 

 

 

2

 

 

 

2

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

2

 

Goodwill

 

 

 

 

 

 

 

 

 

 

5

 

Total purchase price

 

 

 

 

 

 

 

 

 

 

7

 

*

Includes cash and cash equivalents acquired of less than $1Goodwill amounting to $70 million

The goodwill is not tax deductible. Goodwill pertaining to these business combinations is allocated to all the operating segments as more fully described in Note 2.9.

The gross amountpurchase consideration of trade receivables acquired and its fair value is less than $1$189 million includes cash of $176 million and the amounts have been substantially collected.

Thecontingent consideration with a fair value of each major class of consideration$13 million as of the acquisition date is as follows:

(Dollars in millions)

Component

Consideration

settled

Cash Paid

4

Fair value of contingent consideration

3

Total purchase price

7

The transaction costs of less than $1 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2018

WongDoody Holding Company Inc.

On May 22, 2018, Infosys acquired 100% of the voting interests in WongDoody Holding Company Inc., (WongDoody) an US-based, full-service creative and consumer insights agency. The business acquisition was completed by entering into a share purchase agreement for a total consideration of up to $75 million, which includes a cash consideration of $38 million, contingent consideration of up to $28 million and an additional consideration of up to $9 million, referred to as retention bonus, payable to the certain employees of WongDoody over the next three years fromon the date of acquisition, subject to their continuous employment with the Group.acquisition.

 

WongDoody, brings to Infosys the creative talent and marketing and brand engagement expertise. Further the acquisition is expected to strengthen Infosys’ creative, branding and customer experience capabilities to bring innovative thinking, talent and creativity to clients.


The purchase price has been allocated based on management’s estimates and independent appraisal of fair values as follows:

 

 

 

 

 

 

(Dollars in millions)

 

Component

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase

price

allocated

 

Net Assets*

 

 

5

 

 

 

 

 

 

5

 

Intangible assets – customer contracts and relationships

 

 

 

 

 

20

 

 

 

20

 

Intangible assets – Trade name

 

 

 

 

 

1

 

 

 

1

 

 

 

 

5

 

 

 

21

 

 

 

26

 

Goodwill

 

 

 

 

 

 

 

 

 

 

25

 

Total purchase price

 

 

 

 

 

 

 

 

 

 

51

 

*

Includes cash and cash equivalents acquired of $8 million.

Goodwill is tax deductible

The fair value of each major class of consideration as of the acquisition date is as follows:

(Dollars in millions)

Component

Consideration

settled

Cash Consideration

38

Fair value of contingent consideration

13

Total purchase price

51

The gross amount of trade receivables acquired and its fair value is $2 million and the amount has been fully collected.

The payment of contingent consideration to sellers of WongDoody is dependent upon the achievement of certain financial targets by WongDoody. At the acquisition date, the key inputs used in determination of the fair value of contingent consideration are the discount rate of 16% and the probabilities ofassigned towards achievement of the financial targets.targets and discount rates ranging from 12% to 13.5%. The undiscounted value of contingent consideration as of March 31, 20202021 was $16 million.

Additionally, these acquisitions have retention payouts payable to the employees of the acquiree over the next two to three years, subject to their continuous employment with the group along with achievement of financial targets for the respective years. Retention bonus is recognized in employee benefit expenses in the statement of comprehensive income over the period of service.

Fair value of trade receivables acquired, is $15 million as of acquisition date and as of March 31, 2019 is $19 million and $17 million, respectively.2021 the amounts are substantially collected.

 

The transaction costs of less than $1$2 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2019.the year ended March 31, 2021.

 

Fluido Oy

On October 11, 2018, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 100% of voting interests in Fluido Oy (Fluido), a Nordic-based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to Euro 65 million (approximately $75 million), comprising of cash consideration of Euro 45 million (approximately $52 million), contingent consideration of up to Euro 12 million (approximately $14 million) and retention payouts of up to Euro 8 million (approximately $9 million), payable toAcquisitions during the employees of Fluido over the next three years from the date of acquisition, subject to their continuous employment with the Group.

Fluido brings to Infosys Salesforce expertise, alongside an agile delivery process that simplifies and scales digital efforts across channels and touchpoints. Further, Fluido strengthens Infosys’ presence across the Nordics region with developed assets and client relationships. The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill.

The purchase price has been allocated based on management’s estimates and independent appraisal of fair values as follows:


(Dollars in millions)

 

Component

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase

price

allocated

 

Net Assets*

 

 

2

 

 

 

 

 

 

2

 

Intangible assets – customer contracts and relationships

 

 

 

 

 

21

 

 

 

21

 

Intangible assets – Salesforce Relationships

 

 

 

 

 

8

 

 

 

8

 

Intangible assets – Brand

 

 

 

 

 

4

 

 

 

4

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

(7

)

 

 

(7

)

 

 

 

2

 

 

 

26

 

 

 

28

 

Goodwill

 

 

 

 

 

 

 

 

 

 

32

 

Total purchase price

 

 

 

 

 

 

 

 

 

 

60

 

*

Includes cash and cash equivalents acquired of $4 million.

Goodwill is not tax deductible

The fair value of each major class of consideration as of the acquisition date is as follows:

(Dollars in millions)

Component

Consideration

settled

Cash consideration

52

Fair value of contingent consideration

8

Total purchase price

60

The gross amount of trade receivables acquired and its fair value is $4 million and the amount is fully collected.

The payment of contingent consideration to sellers of Fluido is dependent upon the achievement of certain financial targets by Fluido. At the acquisition date, the key inputs used in determination of the fair value of contingent consideration are the discount rate of 16% and the probabilities of achievement of the financial targets. The undiscounted value of contingent consideration as ofyear ended March 31, 2020 and March 31, 2019 was EUR 9 million ($10 million) and EUR 8 million ($9 million), respectively.

 

The transaction costs of $1 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2019.

Infosys Compaz Pte Limited (formerly known as Trusted Source Pte Ltd)

On November 16, 2018, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 60% stake in Infosys Compaz Pte. Ltd, a Singapore based IT services company. The business acquisition was completed by entering into a share purchase agreement for a total consideration of up to SGD 17 million (approximately $13 million on acquisition date), which includes a cash consideration of SGD 10 million (approximately $8 million on acquisition date), contingent consideration of up to SGD 7 million (approximately $5 million on acquisition date).

The purchase price has been allocated based on management’s estimates and independent appraisal of fair values as follows:


 

 

 

 

 

 

(Dollars in millions)

 

Component

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase

price

allocated

 

Net Assets*

 

 

13

 

 

 

 

 

 

13

 

Intangible assets – customer contracts and relationships

 

 

 

 

 

6

 

 

 

6

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

13

 

 

 

5

 

 

 

18

 

Less: Non-controlling interests

 

 

 

 

 

 

 

 

 

 

(7

)

Total purchase price

 

 

 

 

 

 

 

 

 

 

11

 

*

Includes cash and cash equivalents acquired of $9 million.

The fair value of each major class of consideration as at the acquisition date is as follows:

(Dollars in millions)

Component

Consideration

settled

Cash Consideration

8

Fair value of contingent consideration

3

Total purchase price

11

The gross amount of trade receivables acquired and its fair value is $7 million and the amount has been substantially collected.

The payment of contingent consideration to sellers of Infosys Compaz Pte. Ltd is dependent upon the achievement of certain revenue targets by Infosys Compaz Pte. Ltd. At the acquisition date, the key inputs used in determination of the fair value of contingent consideration are the discount rate of 9% and the probabilities of achievement of the financial targets. The undiscounted value of contingent consideration as at March 31, 2020 and March 31, 2019 is $5 million (SGD 7 million) and $5 million (SGD 7 million), respectively.


The transaction costs of less than $1 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2019.

HIPUS Co. Ltd. (formerly Hitachi Procurement Service Co. Ltd)

On April 1, 2019, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 81% of the ownership and voting interests in Hitachi Procurement Service Co., Ltd.,(HIPUS) (“HIPUS”), Japan, a wholly-owned


subsidiary of Hitachi Ltd, Japan, for a total cash consideration of JPY 3.29 billion (approximately $30 million). The Group’s equity interest in HIPUS on the date of acquisition and as at March 31, 2020 is 81%. The non-controlling shareholders of HIPUS have a put option which, if exercised, would require the Group to purchase the remaining shares in HIPUS. Consequently, the Group recorded a financial liability with a corresponding adjustment to equityequity.

HIPUS handles indirect materials purchasing functions for the Hitachi Group. The entity provides end-to-end procurement capabilities, through its procurement function expertise, localized team and BPM networks in Japan. The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill. The primary items that generated this goodwill are the value of the acquired assembled workforce and estimated synergies, neither of which qualify as an amortizable intangible asset.

The purchase price has been allocated based on management’s estimates, assumptions and independent appraisal of fair values as follows:

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

(Dollars in  millions)

 

Component

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase price

allocated

 

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase price

allocated

 

Net assets*

 

 

6

 

 

 

 

 

 

6

 

Net assets*

 

 

6

 

 

 

 

 

 

6

 

Intangible assets - Customer contracts and relationships

 

 

 

 

 

17

 

 

 

17

 

 

 

 

 

 

17

 

 

 

17

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

(5

)

 

 

(5

)

 

 

 

 

 

(5

)

 

 

(5

)

 

 

6

 

 

 

12

 

 

 

18

 

 

 

6

 

 

 

12

 

 

 

18

 

Goodwill

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

16

 

Less: Non-controlling interest

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

(4

)

Total purchase price

 

 

 

 

 

 

 

 

 

 

30

 

 

 

 

 

 

 

 

 

 

 

30

 

* Includes cash and cash equivalents acquired of $26 million

Goodwill is not tax deductible.

The gross amount of trade receivables acquired and its fair value is $202 million and the amount has been fully collected. Trade payables as on the acquisition date amounted to $218 million.

The transaction costs of $1 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2019.


Stater N.V.

On May 23, 2019, Infosys Consulting Pte Limited (a wholly owned subsidiary of Infosys Limited) acquired 75% of ownership and voting interests in Stater N.V (Stater), a wholly-owned subsidiary of ABN AMRO Bank N.V., Netherland, for a total cash consideration of uptoup to Euro 154 Million (approximately $171 Million). The Group’s equity interest in Stater on the date of acquisition and as at March 31, 2020 is 75%. The Group has a call option to acquire the remaining shareholdings held by non-controlling interests in Stater. The non-controlling shareholders of Stater also have a put option which, if exercised, would require the Group to purchase the remaining shares in Stater. Consequently, the Group recorded a financial liability with a corresponding adjustment to equity.

Stater brings European mortgage expertise and a robust digital platform to drive superior customer experience. The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill.

The primary items that generated this goodwill are the value of the acquired assembled workforce and estimated synergies, neither of which qualify as an amortizable intangible asset.


The purchase price has been allocated based on management’s estimates and independent appraisal of fair values as follows:

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

(Dollars in  millions)

 

Component

 

Acquiree's carrying amount

 

 

Fair value adjustments

 

 

Purchase price allocated

 

 

Acquiree's carrying amount

 

 

Fair value adjustments

 

 

Purchase price allocated

 

Net assets*

 

 

78

 

 

 

 

 

 

78

 

Intangible assets - Customer contracts and relationships

 

 

 

 

 

79

 

 

 

79

 

Intangible assets - Technology

 

 

 

 

 

16

 

 

 

16

 

Intangible assets - Brand

 

 

 

 

 

3

 

 

 

3

 

Net assets*

 

 

78

 

 

 

 

 

 

78

 

Intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Customer Contracts and Relationships

 

 

 

 

 

79

 

 

 

79

 

Technology

 

 

 

 

 

16

 

 

 

16

 

Brand

 

 

 

 

 

3

 

 

 

3

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

(20

)

 

 

(20

)

 

 

 

 

 

(20

)

 

 

(20

)

 

 

78

 

 

 

78

 

 

 

156

 

 

 

78

 

 

 

78

 

 

 

156

 

Goodwill

 

 

 

 

 

 

 

 

 

 

57

 

 

 

 

 

 

 

 

 

 

 

57

 

Less: Non controlling interest

 

 

 

 

 

 

 

 

 

 

(42

)

Less: Non-controlling interest

 

 

 

 

 

 

 

 

 

 

(42

)

Total purchase price

 

 

 

 

 

 

 

 

 

 

171

 

 

 

 

 

 

 

 

 

 

 

171

 

 

*

Includes cash and cash equivalents acquired of $73 million

Goodwill is not tax deductible.

 

The gross amount of trade receivables acquired and its fair value is $11 million and the amount is substantially collected.

The transaction costs of $1 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2020.

Outbox Systems Inc. dba Simplus

On March 13, 2020, Infosys Nova Holdings LLC (a wholly owned subsidiary of Infosys Limited) acquired 100% of voting interests in Outbox Systems Inc. dba Simplus, a US based Salesforce advisor and consulting partner in cloud consulting, implementation and training services for a total consideration of up to $250$200 million, comprising of cash consideration of $180 million, contingent consideration of up to $20 million, additional performance bonus and retention payouts of upto $50 million payable to the employees of Simplus over the next three years from the date of acquisition, subject to their continuous employment with the Group and meeting certain targets. Performance and retention bonus is recognized in employee benefit expenses in the statement of comprehensive income over the period of service.million.


Simplus brings to Infosys globally recognized Salesforce expertise, industry knowledge, solution assets, deep ecosystem relationships and a broad clientele, across a variety of industries. The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to goodwill. Goodwill includes the value expected from addition of new customers and estimated synergies which does not qualify as an intangible asset.


The purchase price has been allocated based on management’s estimates and independent appraisal of fair values as follows:

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

(Dollars in  millions)

 

Component

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase price

allocated

 

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase price

allocated

 

Net assets*

 

 

3

 

 

 

 

 

 

3

 

Intangible assets - Customer contracts and relationships

 

 

 

 

 

20

 

 

 

20

 

Intangible assets - Salesforce Relationships

 

 

 

 

 

43

 

 

 

43

 

Intangible assets - Brand

 

 

 

 

 

15

 

 

 

15

 

Net assets*

 

 

3

 

 

 

 

 

 

3

 

Intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Customer Contracts and Relationships

 

 

 

 

 

20

 

 

 

20

 

Salesforce Relationships

 

 

 

 

 

43

 

 

 

43

 

Brand

 

 

 

 

 

15

 

 

 

15

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

(20

)

 

 

(20

)

 

 

 

 

 

(20

)

 

 

(20

)

 

 

3

 

 

 

58

 

 

 

61

 

 

 

3

 

 

 

58

 

 

 

61

 

Goodwill

 

 

 

 

 

 

 

 

 

 

130

 

 

 

 

 

 

 

 

 

 

 

130

 

Total purchase price

 

 

 

 

 

 

 

 

 

 

191

 

 

 

 

 

 

 

��

 

 

 

191

 

*

Includes cash and cash equivalents acquired of $1 million

Goodwill is not tax deductible.

The fair value of each major class of consideration as of the acquisition date is as follows:

 

 

 

(Dollars in millions)

 

Component

 

Purchase price allocated

 

Cash consideration

 

 

180

 

Fair value of contingent consideration

 

 

11

 

 

 

 

191

 

The gross amount of trade receivables acquired and its fair value is approximately $10 million and the amount is fully recoverable.

The paymentAdditionally, this acquisition has retention payouts of contingent considerationup to sellers$50 million payable to the employees of Simplus is dependent upon the acquiree over the next three years, subject to their continuous employment with the group along with achievement of certain financial targets by Simplus. Atfor the acquisition date,respective years. Retention bonus is recognized in employee benefit expenses in the key inputs used in determinationstatement of comprehensive Income over the fair valueperiod of contingent consideration are the discount rate of 10.5% and the probabilities of achievement of the financial targets. The undiscounted value of contingent consideration as of March 31, 2020 was $13 million.service.

The transaction costs of $1 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2020.

 

Acquisitions during the year ended March 31, 2019

During the year ended March 31, 2019 the Group, completed three business combinations:

(i)

by acquiring 100% voting interests in WongDoody Holding Company Inc., (WongDoody) an US-based, full-service creative and consumer insights agency on May 22, 2018

(ii)

by acquiring 100% of voting interests in Fluido Oy (Fluido), a Nordic-based Salesforce advisor and consulting partner in cloud consulting, implementation and training services on October 11, 2018 and

(iii)

by acquiring 60% stake in Infosys Compaz Pte. Ltd, a Singapore based IT services company on November 16, 2018


The purchase price is allocated to assets acquired and liabilities assumed based upon determination of fair values at the dates of acquisition as follows:

 

 

 

 

 

 

(Dollars in millions)

 

Component

 

Acquiree's

carrying

amount

 

 

Fair value

adjustments

 

 

Purchase

price

allocated

 

Net Assets*

 

 

20

 

 

 

 

 

 

20

 

Intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Customer Contracts and Relationships

 

 

 

 

 

47

 

 

 

47

 

Vendor Relationships

 

 

 

 

 

8

 

 

 

8

 

Brand / Trade name

 

 

 

 

 

5

 

 

 

5

 

Deferred tax liabilities on intangible assets

 

 

 

 

 

(8

)

 

 

(8

)

 

 

 

20

 

 

 

52

 

 

 

72

 

Goodwill

 

 

 

 

 

 

 

 

 

 

57

 

Less: Non-controlling interest

 

 

 

 

 

 

 

 

 

 

(7

)

Total purchase price

 

 

 

 

 

 

 

 

 

 

122

 

*

Includes cash and cash equivalents acquired of $21 million.

The excess of the purchase consideration paid over the fair value of net assets acquired has been attributed to goodwill.

Goodwill amounting to $32 million is not tax deductible.

The purchase consideration of $122 millionincludes cash consideration of $98 million and contingent consideration with an estimated fair value of $24 million as on the date of acquisition.

At the acquisition date, the key inputs used in determination of the fair value of contingent consideration are the probabilities assigned towards achievement of financial targets and discount rates ranging from 9% to 16%. The undiscounted value of contingent consideration as of March 31, 2021 was $8 million.

Additionally, these acquisitions have retention payouts payable to the employees of the acquiree over the next three years, subject to their continuous employment with the group. Retention bonus is recognized in employee benefit expenses in the statement of comprehensive income over the period of service.

Fair value of trade receivables acquired, is $13 million as of acquisition date and as of March 31, 2021 the amounts are substantially collected.

The transaction costs of $2 million related to the acquisition have been included under administrative expenses in the statement of comprehensive income for fiscal 2019.


b. Disposal group held for sale

Accounting policy

Non-current assets and disposal groups are classified as held for sale if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification of held for sale is met when the non-current asset or the disposal group is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as held for sale. Non-current assets and disposal groups held for sale are measured at the lower of carrying amount and fair value less cost to sell. Non-current assets and disposal group that ceases to be classified as held for sale shall be measured at the lower of carrying amount before the non-current asset and disposal group was classified as held for sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the disposal group no longer meets the "Held for Sale" criteria.

During fiscal 2018, the Company initiated identification and evaluation of potential buyers for its subsidiaries, Kallidus and Skava (together referred to as "Skava”) and Panaya, collectively referred to as the “Disposal Group”. The disposal group was classified and presented separately as “Held for Sale” and was carried at the lower of carrying value and fair value. Consequently, a reduction in the fair value of disposal group held for sale amounting to $18 million in respect of Panaya has been recognized for fiscal 2018. During fiscal 2019, on remeasurement, including consideration of progress in negotiations on offers from prospective buyers for Panaya, the Company recorded a reduction in the fair value of disposal group held for sale amounting to $39 million in respect of Panaya.

Further, based on evaluation of proposals received and progress of negotiations with potential buyers, the Company concluded that the disposal group did not meet the criteria for “Held for Sale’ classification because it was no longer highly probable that sale would be consummated by March 31, 2019 ( twelve months from date of initial classification as “Held for Sale”) Accordingly, in accordance with IFRS 5 -" Non current Assets held for Sale and Discontinued Operations", the assets and liabilities of Panaya and Skava have been included on a line by line basis in the consolidated financial statements for the year ended and as at fiscal 2019.

On reclassification from “Held for Sale”, the assets of Panaya and Skava have been remeasured at the lower of cost and recoverable amount resulting in recognition of an adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale" of $65 million (comprising of $52 million towards goodwill and $13 million towards value of customer relationships) in respect of Skava in the consolidated statement of comprehensive income for fiscal 2019.

 

2.11 Revenue from operations

 

Accounting policy

 

The Group derives revenues primarily from IT services comprising software development and related services, maintenance, consulting and package implementation, licensing of software products and platforms across the Group’s core and digital offerings (together called as “software related services”) and business process management services. Contracts with customers are either on a time-and-material, unit of work, fixed-price or fixed-timeframe basis.

 

Effective April 1, 2018, the Group adopted IFRS 15 “Revenue from Contracts with Customers” using the cumulative catch-up transition method, applied to contracts that were not completed as of April 1, 2018. The effect on adoption of IFRS 15 was insignificant.

Revenues from customer contracts are considered for recognition and measurement when the contract has been approved in writing, by the parties, to the contract, the parties to the contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. Revenue is recognized upon transfer of control of promised products or services (“performance obligations”) to customers in an amount that reflects the consideration the Group has received or expects to receive in exchange for these products or services (“transaction price”). When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved.

 


The Group assesses the services promised in a contract and identifies distinct performance obligations in the contract. The Group allocates the transaction price to each distinct performance obligation based on the relative standalone selling price. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In the absence of such evidence, the primary method used to estimate standalone selling price is the expected cost plus a margin, under which the Group estimates the cost of satisfying the performance obligation and then adds an appropriate margin based on similar services.

 

The Group’s contracts may include variable consideration including rebates, volume discounts and penalties. The Group includes variable consideration as part of transaction price when there is a basis to reasonably estimate the amount of the variable consideration and when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

 

Revenue on time-and-material and unit of work-based contracts, are recognized as the related services are performed. Fixed price maintenance revenue is recognized ratably either on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or ratably using a percentage of completion method when the pattern of benefits from the services rendered to the customer and Group’s costs to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive. Revenue from other fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time is recognized using the percentage-of-completion method. Efforts or costs expended are used to determine progress towards completion as there is a direct relationship between input and productivity. Progress towards completion is measured as the ratio of costs or efforts incurred to date (representing work performed) to the estimated total costs or efforts. Estimates of transaction price and total costs or efforts are continuously monitored over the term of the contracts and are recognized in net profit in the period when these estimates change or when the estimates are revised. Revenues and the estimated total costs or efforts are subject to revision as the contract progresses. Provisions for estimated losses, if any, on uncompletedincomplete contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract.

 

The billing schedules agreed with customers include periodic performance-based billing and / or milestone-based progress billings. Revenues in excess of billing are classified as unbilled revenue while billing in excess of revenues are classified as contract liabilities (which we refer to as unearned revenues).

 

In arrangements for software development and related services and maintenance services, by applying the revenue recognition criteria for each distinct performance obligation, the arrangements with customers generally meet the criteria for considering software development and related services as distinct performance obligations. For allocating the transaction price, the Group measures the revenue in respect of each performance obligation of a contract at its relative standalone selling price. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In cases where the Group is unable to determine the standalone selling price, the Group uses the expected cost-plus margin approach in estimating the standalone selling price. For software development and related services, the performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses.

 

Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is made available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized over the access period.

 

Arrangements to deliver software products generally have three elements: license, implementation and Annual Technical Services (ATS). When implementation services are provided in conjunction with the licensing arrangement and the license and implementation have been identified as two distinct separate performance obligations, the transaction price for such contracts are allocated to each performance obligation of the contract based on their relative standalone selling prices. In the absence of standalone selling price for implementation, the Group uses the expected cost-plus margin approach in estimating the standalone selling price. Where the license is required to be substantially customized as part of the implementation service the entire arrangement fee for license and implementation is considered to be a single performance obligation and the revenue is recognized using the percentage-of-completion method as the implementation is performed. Revenue from client training, support and other services arising due to the sale of software products is recognized as the performance obligations are satisfied. ATS revenue is recognized ratably on a straight-line basis over the period in which the services are rendered.

 


Contracts with customers includes subcontractor services or third-party vendor equipment or software in certain integrated services arrangements. In these types of arrangements, revenue from sales of third-party vendor products


or services is recorded net of costs when the Group is acting as an agent between the customer and the vendor, and gross when the Group is the principal for the transaction. In doing so, the Group first evaluates whether it controls the good or service before it is transferred to the customer. The Group considers whether it has the primary obligation to fulfil the contract, inventory risk, pricing discretion and other factors to determine whether it controls the goods or service and therefore, is acting as a principal or an agent.

 

The incremental costs of obtaining a contract (i.e., costs that would not have been incurred if the contract had not been obtained) are recognized as an asset if the Group expects to recover them. AnyCertain eligible, nonrecurring costs (e.g. set-up or transition or transformation costs) that do not represent a separate performance obligation are recognized as an asset when such costs (a) relate directly to the contract; (b) generate or enhance resources of the Company that will be used in satisfying the performance obligation in the future; and (c) are expected to be recovered. Such capitalized contract costs are amortized over the respective contract life on a systematic basis consistent with the expense recognised as the Group transfers the relatedtransfer of goods or services to customer to which the customer.asset relates.

 

The Group presents revenues net of indirect taxes in its statement of comprehensive income.

 

Revenues for fiscal 2021, 2020 2019 and 20182019 are as follows:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

Particulars

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Revenue from software services

 

 

12,003

 

 

 

11,184

 

 

 

10,371

 

 

 

12,604

 

 

 

12,003

 

 

 

11,184

 

Revenue from products and platforms

 

 

777

 

 

 

615

 

 

 

568

 

 

 

957

 

 

 

777

 

 

 

615

 

 

 

12,780

 

 

 

11,799

 

 

 

10,939

 

 

 

13,561

 

 

 

12,780

 

 

 

11,799

 

 

The Group has evaluated the impact of COVID – the COVID–19 resulting frompandemic on (i) the possibility of constraints in our ability to render services which may require revision of estimations of costs to complete the contract because of additional efforts;(ii) onerous obligations;(iii) penalties relating to breaches of service level agreements,agreements; and (iv) termination or deferment of contracts by customers. The Group has concluded that the impact of COVID – the COVID–19 pandemic is not significant based on these estimates. Due to the nature of the COVID-19 pandemic, the Group will continue to monitor developments to identify significant uncertainties relating to revenue in future periodsperiods.

 

Disaggregated revenue information

 

The table below presents disaggregated revenues from contracts with customers by geography and offerings for each of our business segments. The Group believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by industry, market and other economic factors.

 

Year ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Year ended March 31, 2021

Year ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Particulars

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Revenues by Geography*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

2,358

 

 

 

1,298

 

 

 

1,033

 

 

 

908

 

 

 

722

 

 

 

920

 

 

 

537

 

 

 

79

 

 

 

7,855

 

 

 

2,636

 

 

 

1,313

 

 

 

916

 

 

 

935

 

 

 

692

 

 

 

1,086

 

 

 

638

 

 

 

104

 

 

 

8,320

 

Europe

 

 

842

 

 

 

558

 

 

 

271

 

 

 

592

 

 

 

503

 

 

 

27

 

 

 

267

 

 

 

25

 

 

 

3,085

 

 

 

865

 

 

 

562

 

 

 

390

 

 

 

605

 

 

 

535

 

 

 

22

 

 

 

272

 

 

 

29

 

 

 

3,280

 

India

 

 

184

 

 

 

7

 

 

 

27

 

 

 

2

 

 

 

12

 

 

 

29

 

 

 

6

 

 

 

66

 

 

 

333

 

 

 

212

 

 

 

8

 

 

 

31

 

 

 

5

 

 

 

7

 

 

 

40

 

 

 

2

 

 

 

87

 

 

 

392

 

Rest of the world

 

 

645

 

 

 

113

 

 

 

356

 

 

 

150

 

 

 

48

 

 

 

5

 

 

 

12

 

 

 

178

 

 

 

1,507

 

 

 

686

 

 

 

108

 

 

 

366

 

 

 

147

 

 

 

41

 

 

 

7

 

 

 

15

 

 

 

199

 

 

 

1,569

 

Total

 

 

4,029

 

 

 

1,976

 

 

 

1,687

 

 

 

1,652

 

 

 

1,285

 

 

 

981

 

 

 

822

 

 

 

348

 

 

 

12,780

 

 

 

4,399

 

 

 

1,991

 

 

 

1,703

 

 

 

1,692

 

 

 

1,275

 

 

 

1,155

 

 

 

927

 

 

 

419

 

 

 

13,561

 

Revenue by offerings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital

 

 

1,626

 

 

 

867

 

 

 

681

 

 

 

631

 

 

 

489

 

 

 

357

 

 

 

260

 

 

 

97

 

 

 

5,008

 

 

 

2,100

 

 

 

1,040

 

 

 

874

 

 

 

821

 

 

 

617

 

 

 

562

 

 

 

408

 

 

 

155

 

 

 

6,577

 

Core

 

 

2,403

 

 

 

1,109

 

 

 

1,006

 

 

 

1,021

 

 

 

796

 

 

 

624

 

 

 

562

 

 

 

251

 

 

 

7,772

 

 

 

2,299

 

 

 

951

 

 

 

829

 

 

 

871

 

 

 

658

 

 

 

593

 

 

 

519

 

 

 

264

 

 

 

6,984

 

Total

 

 

4,029

 

 

 

1,976

 

 

 

1,687

 

 

 

1,652

 

 

 

1,285

 

 

 

981

 

 

 

822

 

 

 

348

 

 

 

12,780

 

 

 

4,399

 

 

 

1,991

 

 

 

1,703

 

 

 

1,692

 

 

 

1,275

 

 

 

1,155

 

 

 

927

 

 

 

419

 

 

 

13,561

 


 

 

Year ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Year ended March 31, 2020

Year ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Particulars

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Revenues by Geography*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

2,290

 

 

 

1,255

 

 

 

796

 

 

 

838

 

 

 

619

 

 

 

844

 

 

 

438

 

 

 

61

 

 

 

7,141

 

 

 

2,358

 

 

 

1,298

 

 

 

1,033

 

 

 

908

 

 

 

722

 

 

 

920

 

 

 

537

 

 

 

79

 

 

 

7,855

 

Europe

 

 

698

 

 

 

548

 

 

 

271

 

 

 

507

 

 

 

499

 

 

 

15

 

 

 

287

 

 

 

22

 

 

 

2,847

 

 

 

842

 

 

 

558

 

 

 

271

 

 

 

592

 

 

 

503

 

 

 

27

 

 

 

267

 

 

 

25

 

 

 

3,085

 

India

 

 

172

 

 

 

3

 

 

 

8

 

 

 

 

 

 

12

 

 

 

20

 

 

 

2

 

 

 

75

 

 

 

292

 

 

 

184

 

 

 

7

 

 

 

27

 

 

 

2

 

 

 

12

 

 

 

29

 

 

 

6

 

 

 

66

 

 

 

333

 

Rest of the world

 

 

618

 

 

 

129

 

 

 

413

 

 

 

138

 

 

 

33

 

 

 

3

 

 

 

16

 

 

 

169

 

 

 

1,519

 

 

 

645

 

 

 

113

 

 

 

356

 

 

 

150

 

 

 

48

 

 

 

5

 

 

 

12

 

 

 

178

 

 

 

1,507

 

Total

 

 

3,778

 

 

 

1,935

 

 

 

1,488

 

 

 

1,483

 

 

 

1,163

 

 

 

882

 

 

 

743

 

 

 

327

 

 

 

11,799

 

 

 

4,029

 

 

 

1,976

 

 

 

1,687

 

 

 

1,652

 

 

 

1,285

 

 

 

981

 

 

 

822

 

 

 

348

 

 

 

12,780

 

Revenue by offerings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital

 

 

1,180

 

 

 

673

 

 

 

516

 

 

 

437

 

 

 

347

 

 

 

297

 

 

 

185

 

 

 

50

 

 

 

3,685

 

 

 

1,626

 

 

 

867

 

 

 

681

 

 

 

631

 

 

 

489

 

 

 

357

 

 

 

260

 

 

 

97

 

 

 

5,008

 

Core

 

 

2,598

 

 

 

1,262

 

 

 

972

 

 

 

1,046

 

 

 

816

 

 

 

585

 

 

 

558

 

 

 

277

 

 

 

8,114

 

 

 

2,403

 

 

 

1,109

 

 

 

1,006

 

 

 

1,021

 

 

 

796

 

 

 

624

 

 

 

562

 

 

 

251

 

 

 

7,772

 

Total

 

 

3,778

 

 

 

1,935

 

 

 

1,488

 

 

 

1,483

 

 

 

1,163

 

 

 

882

 

 

 

743

 

 

 

327

 

 

 

11,799

 

 

 

4,029

 

 

 

1,976

 

 

 

1,687

 

 

 

1,652

 

 

 

1,285

 

 

 

981

 

 

 

822

 

 

 

348

 

 

 

12,780

 

Year ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Particulars

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Revenues by Geography*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

 

2,290

 

 

 

1,255

 

 

 

796

 

 

 

838

 

 

 

619

 

 

 

844

 

 

 

438

 

 

 

61

 

 

 

7,141

 

Europe

 

 

698

 

 

 

548

 

 

 

271

 

 

 

507

 

 

 

499

 

 

 

15

 

 

 

287

 

 

 

22

 

 

 

2,847

 

India

 

 

172

 

 

 

3

 

 

 

8

 

 

 

 

 

 

12

 

 

 

20

 

 

 

2

 

 

 

75

 

 

 

292

 

Rest of the world

 

 

618

 

 

 

129

 

 

 

413

 

 

 

138

 

 

 

33

 

 

 

3

 

 

 

16

 

 

 

169

 

 

 

1,519

 

Total

 

 

3,778

 

 

 

1,935

 

 

 

1,488

 

 

 

1,483

 

 

 

1,163

 

 

 

882

 

 

 

743

 

 

 

327

 

 

 

11,799

 

Revenue by offerings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Digital

 

 

1,180

 

 

 

673

 

 

 

516

 

 

 

437

 

 

 

347

 

 

 

297

 

 

 

185

 

 

 

50

 

 

 

3,685

 

Core

 

 

2,598

 

 

 

1,262

 

 

 

972

 

 

 

1,046

 

 

 

816

 

 

 

585

 

 

 

558

 

 

 

277

 

 

 

8,114

 

Total

 

 

3,778

 

 

 

1,935

 

 

 

1,488

 

 

 

1,483

 

 

 

1,163

 

 

 

882

 

 

 

743

 

 

 

327

 

 

 

11,799

 

 

(1)

Financial Services include enterprises in Financial Services and Insurance

(2)

Retail includes enterprises in Retail, Consumer Packaged Goods and Logistics

(3)

Communication includes enterprises in Communication, Telecom OEM and Media

(4)

Life Sciences includes enterprises in Life sciences and Health care

(5)

Others include operating segments of businesses in India, Japan, China, Infosys Public Services & other enterprises in Public Services

*

Geographical revenues are based on the domicile of customer.customer

The percentage of revenue from fixed price contracts for each of fiscal 2021, 2020 and 2019 is approximately 50%. 

Digital Services

 

Digital Services comprise of service and solution offerings of the Group that enable our clients to transform their businesses. These include offerings that enhance customer experience, leverage AI-based analytics and big data, engineer digital products and IoT, modernize legacy technology systems, migrate to cloud applications and implement advanced cyber security systems.

 

Core Services

 

Core Services comprise traditional offerings of the Group that have scaled and industrialized over a number of years. These primarily include application management services, proprietary application development services,


independent validation solutions, product engineering and management, infrastructure management services, traditional enterprise application implementation, support and integration services.

 

Products & platforms

 

The Group also derives revenues from the sale of products and platforms including Finacle – core banking solution, Edge Suite of products, Infosys Nia - Artificial Intelligence (AI) platform which applies next-generation AI and machine learning, Panaya platform, Skava platform, Stater digital platform and Infosys McCamish-McCamish – insurance platform,platform.  

 

The percentage of revenue from fixed price contracts for each of fiscal 2020, 2019 is approximately 55% and for fiscal 2018 approximately 52%.


Trade Receivables and Contract Balances

 

The timing of revenue recognition, billings and cash collections results in Receivables, Unbilled Revenue, and Unearned Revenue on the Group’s Consolidated Balance Sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly or quarterly) or upon achievement of contractual milestones.

 

The Group’s Receivables are rights to consideration that are unconditional. Unbilled revenues comprising revenues in excess of billings from time and& material contracts and fixed price maintenance contracts are classified as a financial asset when the right to consideration is unconditional and is due only after a passage of time.

 

Invoicing to the clients for other fixed price contracts is based on milestones as defined in the contract and therefore, the timing of revenue recognition is different from the timing of invoicing to the customers. Therefore, Unbilled Revenues for other fixed price contracts (contract asset) are classified as non-financial asset because the right to consideration is dependent on completion of contractual milestones.

 

Invoicing in excess of earnings are classified as unearned revenue.

 

Trade receivable and unbilled revenues are presented net of impairment in the consolidated statements of financial position.

 

During fiscal 2021, 2020 and 2019, the Group recognized revenue of $336 million, $341 million and $319 million, respectively, arising from opening unearned revenue as of April 1, 2020, April 1, 2019 and April 1, 2018.

 

During fiscal 2021, 2020 and 2019, $515 million, $418 million and $474 million of unbilled revenue pertaining to other fixed price, fixed time frame contracts as of April 1, 2020, April 1, 2019 and April 1, 2018, respectively, has been reclassified to Tradetrade receivables upon billing to customers on completion of milestones.

 

 

Performance obligations and remaining performance obligations

 

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as of the end of the reporting period and an explanation as to when the Group expects to recognize these amounts in revenue. Applying the practical expedient as given in IFRS 15, the Group has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time and& material basis and unit of work based contracts. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialized and adjustments for currency.currency fluctuations.

 

 

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2020,2021, other than those meeting the exclusion criteria mentioned above, is $7,391$9,560 million. Out of this, the Group expects to recognize revenue of around 51%50% within the next one year and the remaining thereafter. The aggregate value of performance obligations that are completely or partially unsatisfied as at March 31, 20192020 is $7,414$7,391 million. The contracts can generally be terminated by the customers and typically includes an enforceable termination penalty payable by them. Generally, customers have not terminated contracts without cause.

 


2.12 Unbilled revenue

 

 

 

 

 

 

 

(Dollars in millions)

 

Particulars

 

As at

 

 

 

March 31, 2020

 

 

March 31, 2019

 

Unbilled financial asset (1)

 

 

369

 

 

 

303

 

Unbilled non financial asset (2)

 

 

572

 

 

 

474

 

 

 

 

941

 

 

 

777

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

As at

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Unbilled financial asset (1)

 

 

489

 

 

 

369

 

Unbilled non-financial asset (2)

 

 

622

 

 

 

572

 

 

 

 

1,111

 

 

 

941

 

 

(1)

Right to consideration is unconditional and is due only after a passage of time.

(2)

Right to consideration is dependent on completion of contractual milestones.

 


2.13 Expenses by nature

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Employee benefit costs

 

 

7,168

 

 

 

6,468

 

 

 

6,034

 

 

 

7,493

 

 

 

7,168

 

 

 

6,468

 

Depreciation and amortization charges (Refer to Note 2.7, 2.8 and 2.9)

 

 

407

 

 

 

287

 

 

 

289

 

Depreciation and amortization charges (Refer to Notes 2.7, 2.8 and 2.9)

 

 

441

 

 

 

407

 

 

 

287

 

Travelling costs

 

 

382

 

 

 

348

 

 

 

310

 

 

 

75

 

 

 

382

 

 

 

348

 

Cost of technical sub-contractors

 

 

945

 

 

 

860

 

 

 

666

 

 

 

957

 

 

 

945

 

 

 

860

 

Cost of software packages for own use

 

 

146

 

 

 

133

 

 

 

138

 

 

 

165

 

 

 

146

 

 

 

133

 

Third party items bought for service delivery to clients

 

 

235

 

 

 

231

 

 

 

152

 

 

 

406

 

 

 

235

 

 

 

231

 

Operating lease payments

 

 

 

 

 

83

 

 

 

82

 

 

 

 

 

 

 

 

 

83

 

Consultancy and professional charges

 

 

187

 

 

 

189

 

 

 

162

 

 

 

171

 

 

 

187

 

 

 

189

 

Communication costs

 

 

74

 

 

 

67

 

 

 

76

 

 

 

86

 

 

 

74

 

 

 

67

 

Repairs and maintenance

 

 

222

 

 

 

188

 

 

 

174

 

 

 

190

 

 

 

222

 

 

 

188

 

Rates and Taxes

 

 

27

 

 

 

27

 

 

 

25

 

 

 

35

 

 

 

27

 

 

 

27

 

Provision for post-sales client support

 

 

 

 

 

 

 

 

22

 

 

 

5

 

 

 

 

 

 

 

Power and fuel

 

 

32

 

 

 

32

 

 

 

32

 

 

 

19

 

 

 

32

 

 

 

32

 

Commission to non-whole time directors

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Branding and marketing expenses

 

 

74

 

 

 

69

 

 

 

47

 

 

 

48

 

 

 

74

 

 

 

69

 

Impairment loss recognized/(reversed) under expected credit loss model

 

 

24

 

 

 

35

 

 

 

11

 

Impairment loss recognized / (reversed) under expected credit loss model

 

 

25

 

 

 

24

 

 

 

35

 

Insurance charges

 

 

13

 

 

 

10

 

 

 

9

 

 

 

18

 

 

 

13

 

 

 

10

 

Contribution towards Corporate Social Responsibility

 

 

54

 

 

 

38

 

 

 

24

 

 

 

59

 

 

 

54

 

 

 

38

 

Short-term leases (Refer to note 2.8)

 

 

13

 

 

 

 

 

 

 

Short-term leases (Refer to Note 2.8)

 

 

11

 

 

 

13

 

 

 

 

Others

 

 

52

 

 

 

37

 

 

 

26

 

 

 

31

 

 

 

52

 

 

 

37

 

Total cost of sales, selling and marketing expenses and administrative expenses

 

 

10,056

 

 

 

9,103

 

 

 

8,280

 

 

 

10,236

 

 

 

10,056

 

 

 

9,103

 

 

Operating profit

 

Operating profit for the Group is computed considering the revenues, net of cost of sales, selling and marketing expenses and administrative expenses.

 

2.14 Employee benefits

 

Accounting policy

 

Gratuity and Pensions

 

The Group provides for gratuity, a defined benefit retirement plan ('the Gratuity Plan') covering eligible employees, majorly of Infosys and its Indian subsidiaries. The Gratuity Plan provides a lump-sum payment to vested employees


at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment with the Group.

Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each balance sheet date using the projected unit credit method. The company fullyCompany contributes all ascertainedgratuity liabilities to the Infosys Limited Employees' Gratuity Fund Trust (the Trust). In case of Infosys BPM and EdgeVerve, contributions are made to the Infosys BPM Employees' Gratuity Fund Trust and EdgeVerve Systems Limited Employees' Gratuity Fund Trust, respectively. Trustees administer contributions made to the Trusts and contributions are invested in a scheme with Life Insurance Corporation of India as permitted by law of India.India Law.

 

The Group operates defined benefit pension plan in certain overseas jurisdictions, in accordance with the local laws. These plans are managed by third party fund managers. The plans provide for periodic payouts after retirement and/or for a lumpsum payment as set out in rules of each fund and includes death and disability benefits.

Liabilities with regard to these defined benefit plans are determined by actuarial valuation, performed by an external actuary, at each Balance Sheet date using the projected unit credit method. These defined benefit plans expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market risk.

The Group recognizes the net obligation of a defined benefit plan in its balance sheet as an asset or liability. Gains and losses through re-measurements of the net defined benefit liability / asset are recognized in other comprehensive


income and not reclassified to profit or loss in subsequent period. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the defined benefit obligation is recognized in other comprehensive income. The effect of any plan amendments are recognized in net profits in the statement of comprehensive income.

 

Provident fund

 

Eligible employees of Infosys receive benefits from a provident fund, which is a defined benefit plan. Both the eligible employee and the Company make monthly contributions to the provident fund plan equal to a specified percentage of the covered employee's salary. The Company contributes a portion to the Infosys Limited Employees' Provident Fund Trust. The trust invests in specific designated instruments as permitted by Indian law. The remaining portion is contributed to the government administered pension fund. The rate at which the annual interest is payable to the beneficiaries by the trust is being administered by the Government of India. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate.

 

In respect of Indian subsidiaries, eligible employees receive benefits from a provident fund, which is a defined contribution plan. Both the eligible employee and the respective companies make monthly contributions to this provident fund plan equal to a specified percentage of the covered employee's salary. Amounts collected under the provident fund plan are deposited in a government administered provident fund. The Companies have no further obligation to the plan beyond its monthly contributions.

 

Superannuation

 

Certain employees of Infosys Infosys BPM and EdgeVerveits Indian subsidiaries are participants in a defined contribution plan. The Group has no further obligations to the plan beyond its monthly contributions which are periodically contributed to a trust fund, the corpus of which is invested with the Life Insurance Corporation of India.

 

Compensated absences

 

The Group has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid/availed as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.

 


2.14.1 Gratuity and Pensions

The following tables set out the funded status of the Indian gratuity plans and the amounts recognized in the Group’s financial statements as of March 31, 20202021 and March 31, 2019:2020:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Change in benefit obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligations at the beginning

 

195

 

 

184

 

 

185

 

 

195

 

Service cost

 

25

 

 

23

 

 

28

 

 

25

 

Interest expense

 

13

 

 

12

 

 

12

 

 

13

 

Remeasurements - Actuarial losses / (gains)

 

 

(11

)

 

 

5

 

 

 

4

 

 

 

(11

)

Benefits paid

 

 

(20

)

 

 

(18

)

 

 

(14

)

 

 

(20

)

Translation differences

 

 

(17

)

 

 

(11

)

 

 

7

 

 

 

(17

)

Benefit obligations at the end

 

185

 

 

195

 

 

222

 

 

185

 

Change in plan assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at the beginning

 

197

 

 

187

 

 

201

 

 

197

 

Interest Income

 

14

 

 

13

 

 

13

 

 

14

 

Remeasurements – Returns on plan assets excluding amounts included in interest income

 

2

 

 

1

 

 

2

 

 

2

 

Contributions

 

27

 

 

25

 

 

10

 

 

27

 

Benefits paid

 

 

(19

)

 

 

(18

)

 

 

(13

)

 

 

(19

)

Translation differences

 

 

(20

)

 

 

(11

)

 

 

7

 

 

 

(20

)

Fair value of plan assets at the end

 

201

 

 

197

 

 

220

 

 

201

 

Funded status

 

16

 

 

2

 

Prepaid gratuity benefit

 

20

 

 

6

 

Accrued gratuity

 

 

(4

)

 

 

(4

)

Funded status - Prepaid defined benefit plan asset / (Accrued defined benefit plan liability)

 

 

(2

)

 

16

 

 

Net gratuity cost for fiscal 2021, 2020 2019 and 20182019 comprises the following components:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Service cost

 

 

25

 

 

 

23

 

 

 

23

 

 

 

28

 

 

 

25

 

 

 

23

 

Net interest on the net defined benefit liability / asset

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

Net gratuity cost

 

 

24

 

 

 

22

 

 

 

22

 

 

 

27

 

 

 

24

 

 

 

22

 

 

Amount for fiscal 2021, 2020 2019 and 20182019 recognized in statement of other comprehensive income:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Re-measurements of the net defined benefit liability / asset

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial (gains) / losses

 

 

(11

)

 

 

5

 

 

 

(9

)

 

 

4

 

 

 

(11

)

 

 

5

 

(Return) / loss on plan assets excluding amounts included in the net interest on the net defined benefit liability / asset

 

 

(2

)

 

 

(1

)

 

 

(2

)

 

 

(2

)

 

 

(2

)

 

 

(1

)

Total

 

 

(13

)

 

 

4

 

 

 

(11

)

 

 

2

 

 

 

(13

)

 

 

4

 

 

 

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

2021

 

 

2020

 

 

2019

 

(Gain) / loss from change in demographic assumptions

 

 

 

 

 

 

 

 

 

(Gain) / loss from change in financial assumptions

 

 

2

 

 

 

(8

)

 

 

4

 

(Gain) / loss from change in experience adjustments

 

 

2

 

 

 

(3

)

 

 

1

 

 

 

 

4

 

 

 

(11

)

 

 

5

 


 

 

 

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

2020

 

 

2019

 

 

2018

 

(Gain) / loss from change in demographic assumptions

 

 

 

 

 

 

 

 

 

(Gain) / loss from change in financial assumptions

 

 

(8

)

 

 

4

 

 

 

(6

)

(Gain) / loss from change in experience adjustments

 

 

(3

)

 

 

1

 

 

 

(3

)

 

 

 

(11

)

 

 

5

 

 

 

(9

)

 

The gratuity cost recognized in the statement of comprehensive income apportioned between cost of sales, selling and marketing expenses and administrative expenses on the basis of direct employee cost is as follows:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Cost of sales

 

 

21

 

 

 

20

 

 

 

20

 

 

 

24

 

 

 

21

 

 

 

20

 

Selling and marketing expenses

 

 

2

 

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

 

 

1

 

Administrative expenses

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

24

 

 

 

22

 

 

 

22

 

 

 

27

 

 

 

24

 

 

 

22

 

 

The weighted-average assumptions used to determine benefit obligations as of March 31, 20202021 and March 31, 20192020 are set out below:

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Discount rate

 

 

6.2

%

 

 

7.1

%

 

 

6.1

%

 

 

6.2

%

Weighted average rate of increase in compensation levels

 

 

6.0

%

 

 

8.0

%

 

 

6.0

%

 

 

6.0

%

Weighted average duration of defined benefit obligation

 

5.9 years

 

 

5.9 years

 

 

5.9 years

 

 

5.9 years

 

 

The weighted-average assumptions used to determine net periodic benefit cost for fiscal 2021, 2020 2019 and 20182019 are set out below:

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Discount rate for the year

 

 

7.1

%

 

 

7.5

%

 

 

6.9

%

 

 

6.2

%

 

 

7.1

%

 

 

7.5

%

Weighted average rate of increase in compensation levels

 

 

8.0

%

 

 

8.0

%

 

 

8.0

%

 

 

6.0

%

 

 

8.0

%

 

 

8.0

%

 

 

Discount rate

 

In India, the market for high quality corporate bonds being not developed, the yield of government bonds is considered as the discount rate. The tenure has been considered taking into account the past long-term trend of employees’ average remaining service life which reflects the average estimated term of the post- employment benefit obligations.

Weighted average rate of increase in compensation levels

 

The average rate of increase in compensation levels is determined by the Company, considering factors such as, the Company’s past compensation revision trends and management’s estimate of future salary increases.

Attrition rate

 

Attrition rate considered is the management’s estimate based on the past long-term trend of employee turnover in the Company.

 

 

 

 

Assumptions regarding future mortality experience are set in accordance with the published statistics by the Life Insurance Corporation of India. The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The discount rate is based on the government securities yield.

Gratuity is applicable majorly to employees drawing a salary in Indian rupees and there are no other significant foreign defined benefit gratuity plans.


The Company contributes all ascertained liabilities towards gratuity to the Infosys Limited Employees' Gratuity Fund Trust. In case of Infosys BPM and EdgeVerve, contributions are made to the Infosys BPM Employees' Gratuity Fund Trust and EdgeVerve Systems Limited Employees Gratuity Fund Trust, respectively. Trustees administer contributions made to the trust as at March 31, 20202021 and March 31, 2019,2020, the plan assets have been primarily invested in insurer managed funds.

Actual return on assets for fiscal 2021, 2020 and 2019 and 2018 was $16$15 million, $14$16 million and $14 million, respectively.


 

Sensitivity of significant assumptions used for valuation of defined benefit obligation:

 

 

 

(Dollars in millions)

Impact from one percentage point increase / decrease in

 

As at March 31, 2020

2021

Discount rate

 

911

Weighted average rate of increase in compensation levels

 

89

 

Sensitivity for significant actuarial assumptions is computed by varying one actuarial assumption used for the valuation of the defined benefit obligation by one percentage, keeping all other actuarial assumptions constant. In practice, this is not probable, and changes in some of the assumptions may be correlated.

The Group expects to contribute $19$31 million to the gratuity trusts during fiscal 2021.2022.

Maturity profile of defined benefit obligation:

 

(Dollars in millions)

Within 1 year

 

2834

1 - 2 year

 

2934

2 - 3 year

 

2935

3 - 4 year

 

3037

4 - 5 year

 

2039

5 - 10 years

 

156185

The Group also operates defined benefit pension plan in certain overseas jurisdictions, in accordance with local laws. As on March 31, 2021, the defined benefit obligation is $111 million, fair value of plan assets is $94 million, resulting in recognition of a net liability of $17 million.

 

2.14.2 Superannuation

The Group contributed $35 million, $34 million $31 million and $27$31 million to the superannuation plan during fiscal 2021, 2020 2019 and 2018,2019, respectively and the same has been recognized in the Consolidated Statement of comprehensive income under the head employee benefit expense.

 

Superannuation contributions have been apportioned between cost of sales, selling and marketing expenses and administrative expenses on the basis of direct employee cost as follows:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Cost of sales

 

 

30

 

 

 

28

 

 

 

24

 

 

 

31

 

 

 

30

 

 

 

28

 

Selling and marketing expenses

 

 

3

 

 

 

2

 

 

 

2

 

 

 

3

 

 

 

3

 

 

 

2

 

Administrative expenses

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

34

 

 

 

31

 

 

 

27

 

 

 

35

 

 

 

34

 

 

 

31

 


 

2.14.3 Provident fund

Infosys has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social and economic factors in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India.

 


The following tables set out the funded status of the defined benefit provident fund plan of Infosys Limited and the amounts recognized in the Company's financial statements as at March 31, 2021 and March 31, 2020:

 

(Dollars in millions)

Particulars

As at March 31, 2020

Change in benefit obligations

Benefit obligations at the beginning

866

Service cost - employer contribution

57

Employee contribution

121

Interest expense

79

Actuarial (gains) / loss

30

Benefits paid

(94

)

Translation differences

(86

)

Benefit obligations at the end

973

Change in plan assets

Fair value of plan assets at the beginning

866

Interest income

79

Remeasurements- Return on plan assets excluding amounts included in interest income (1)

(5

)

Contributions (employer and employee)

178

Benefits paid

(94

)

Translation differences

(84

)

Fair value of plan assets at the end

940

Net liability (refer to note 2.5)

(33

)

 

 

 

 

 

 

(Dollars in millions)

 

 

 

As at

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Change in benefit obligations

 

 

 

 

 

 

 

 

Benefit obligations at the beginning

 

 

973

 

 

 

866

 

Service cost - employer contribution

 

 

57

 

 

 

57

 

Employee contribution

 

 

110

 

 

 

121

 

Interest expense

 

 

82

 

 

 

79

 

Actuarial (gains) / loss

 

 

(4

)

 

 

30

 

Benefits paid

 

 

(121

)

 

 

(94

)

Translation differences

 

 

36

 

 

 

(86

)

Benefit obligations at the end

 

 

1,133

 

 

 

973

 

Change in plan assets

 

 

 

 

 

 

 

 

Fair value of plan assets at the beginning

 

 

940

 

 

 

866

 

Interest income

 

 

80

 

 

 

79

 

Remeasurements- Return on plan assets excluding amounts included in interest income

 

 

17

 

 

 

(5

)

Contributions (employer and employee)

 

 

162

 

 

 

178

 

Benefits paid

 

 

(121

)

 

 

(94

)

Translation differences

 

 

35

 

 

 

(84

)

Fair value of plan assets at the end

 

 

1,113

 

 

 

940

 

Accrued defined benefit plan liability

 

 

(20

)

 

 

(33

)

 

(1)

Includes fair value losses on certain investments in bonds

 

Amount for fiscal 2021 and fiscal 2020 recognized in the consolidated statement of other comprehensive income:

 

(Dollars in millions)

Particulars

Year ended

March 31, 2020

Remeasurements of the net defined benefit liability/ (asset)

Actuarial (gains) / losses

30

(Return) / loss on plan assets excluding amounts included in the net interest on the net defined benefit liability/(asset)

5

35

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

2021

 

 

2020

 

Remeasurements of the net defined benefit liability/ (asset)

 

 

 

 

 

 

 

 

Actuarial (gains) / losses

 

 

(4

)

 

 

30

 

(Return) / loss on plan assets excluding amounts included in the net interest on the net defined benefit liability/(asset)

 

 

(17

)

 

 

5

 

 

 

 

(21

)

 

 

35

 

 

Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic Approach:

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Government of India (GOI) bond yield (1)

 

 

6.2

%

 

 

7.1

%

 

 

6.1

%

 

 

6.2

%

Expected rate of return on plan assets

 

 

8.0

%

 

 

9.2

%

 

 

8.0

%

 

 

8.0

%

Remaining term to maturity of portfolio

 

6 years

 

 

5.47 years

 

 

6 years

 

 

6 years

 

Expected guaranteed interest rate

 

 

 

 

 

 

 

 

 

 

8.50

%

 

 

8.50

%

First year

 

 

8.50

%

 

 

8.65

%

Thereafter

 

 

8.50

%

 

 

8.60

%


 

(1)

In India, the market for high quality corporate bonds being not developed, the yield of government bonds is considered as the discount rate. The tenure has been considered taking into account the past long-term trend of employees’ average remaining service life which reflects the average estimated term of the post- employmentpost-employment benefit obligations.


 

The breakup of the plan assets into various categories as at March 31, 2021 and March 31, 2020 isare as follows:

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Central and State Government bonds

 

 

49

%

 

 

49

%

 

 

54

%

 

 

49

%

Public sector undertakings and Private sector bonds

 

 

48

%

 

 

49

%

 

 

40

%

 

 

48

%

Others

 

 

3

%

 

 

2

%

 

 

6

%

 

 

3

%

 

The asset allocation for plan assets is determined based on investment criteria prescribed under the relevant regulations.

 

As at March 31, 20202021, the defined benefit obligation would be affected by approximately $10$11 million and $14$16 million on account of a 0.25% increase / decrease, respectively in the expected rate of return on plan assets.

 

The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the assumptions provided there is no shortfall as at March 31,2019. The details of the benefit obligation as on March 31, 2019 is given below:

(Dollars in millions)

As of

March 31, 2019

Benefit obligation at the period end

866

Net liability recognized in Balance Sheet

The Group contributed $90 million, $78$90 million and $75$78 million to the provident fund during fiscal 2021, 2020 and 2019, and 2018, respectively.

In February 2019, the Hon’ble Supreme Court of India vide its judgment and subsequent review petition of August 2019 has ruled in respect of compensation for the purpose of Provident Fund contribution under the Employee’s Provident Fund Act. The Company has assessed possible outcomes of the judgment on determination of provident fund contributions and based on the Company’s current evaluation of the judgement, it is not probable that certain allowances paid by the Company will be subject to payment of Provident Fund. The Company will continue to monitor and evaluate its position based on future events and developments.

Provident fund contributions have been apportioned between cost of sales, selling and marketing expenses and administrative expenses on the basis of direct employee cost as follows:

 

(Dollars in millions)

(Dollars in millions)

(Dollars in millions)

 

Year ended March 31,

 

Year ended March 31,

 

2020

 

2019

 

2018

 

2021

 

 

2020

 

2019

Cost of sales

 

80

 

69

 

67

 

80

 

 

80

 

69

Selling and marketing expenses

 

7

 

6

 

5

 

7

 

 

7

 

6

Administrative expenses

 

3

 

3

 

3

 

3

 

 

3

 

3

 

90

 

78

 

75

 

 

90

 

 

90

 

78

The provident plans are applicable only to employees drawing a salary in Indian rupees and there are no other significant foreign defined benefit plans.rupees.

 


2.14.4 Employee benefit costs include:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Salaries and bonus (1)

 

 

7,020

 

 

 

6,338

 

 

 

5,910

 

 

 

7,322

 

 

 

7,020

 

 

 

6,338

 

Defined contribution plans

 

 

48

 

 

 

44

 

 

 

40

 

 

 

48

 

 

 

48

 

 

 

44

 

Defined benefit plans

 

 

100

 

 

 

86

 

 

 

84

 

 

 

123

 

 

 

100

 

 

 

86

 

 

 

7,168

 

 

 

6,468

 

 

 

6,034

 

 

 

7,493

 

 

 

7,168

 

 

 

6,468

 

 

(1)

Includes stock compensation expense of $45 million, $34 million $29 million and $13$29 million for fiscal 2021, 2020 2019 and 2018,2019, respectively. (Refer to Note 2.17)

 

The employee benefit cost is recognized in the following line items in the consolidated statement of comprehensive income:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Cost of sales

 

 

6,406

 

 

 

5,780

 

 

 

5,379

 

 

 

6,671

 

 

 

6,406

 

 

 

5,780

 

Selling and marketing expenses

 

 

510

 

 

 

462

 

 

 

425

 

 

 

548

 

 

 

510

 

 

 

462

 

Administrative expenses

 

 

252

 

 

 

226

 

 

 

230

 

 

 

274

 

 

 

252

 

 

 

226

 

 

 

7,168

 

 

 

6,468

 

 

 

6,034

 

 

 

7,493

 

 

 

7,168

 

 

 

6,468

 

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

 

2.15 Equity

Accounting policy

 

Ordinary Shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares, share options and buyback are recognized as a deduction from equity, net of any tax effects.

 

Treasury Shares

When any entity within the Group purchases the company's ordinary shares, the consideration paid including any directly attributable incremental cost is presented as a deduction from total equity, until they are cancelled, sold or reissued. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/ from share premium.

 

18,239,35615,514,732 and 20,324,98218,239,356 shares were held by controlled trust, as of March 31, 20202021 and March 31, 2019,2020, respectively.

Share capital and share premium

The amount received in excess of the par value has been classified as share premium. Additionally, share-based compensation recognized in the consolidated statement of comprehensive income is credited to share premium. Amounts have been utilized for bonus issue and share buyback from share premium account.

The Company has only one class of shares referred to as equity shares having a par value of ₹5/-.


Retained earnings

Retained earnings represent the amount of accumulated earnings of the Group.


Other Reserves

The Special Economic Zone Re-investment reserve has been created out of the profit of the eligible SEZ unit in terms of the provisions of Sec 10AA (1)(ii) of Income Tax Act, 1961. The reserve should be utilized by the Company for acquiring new plant and machinery for the purpose of its business in terms of the provisions of the Sec 10AA (2) of the Income Tax Act, 1961.

Capital Redemption Reserve

In accordance with section 69 of the Indian Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from general reserve.

Other components of equity

Other components of equity include currency translation, re-measurement of net defined benefit liability/asset, fair value changes of equity instruments fair valued through other comprehensive income, changes on fair valuation of investments, net of taxes.

Cash flow hedge reserve

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and accumulated in the cash flow hedging reserve. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the net profit in the consolidated statement of comprehensive income upon the occurrence of the related forecasted transaction.

Capital Allocation Policy

 

The Company's past policy was to payout up to 70% of the free cash flow of the corresponding Financial Year in such manner (including by way of dividend and / or share buyback) as may be decided by the Board from time to time, subject to applicable laws and requisite approvals, if any.

 

Effective from fiscal 2020, the companyCompany expects to return approximately 85% of the free cash flow cumulatively over a 5-year period through a combination of semi-annual dividends and/or share buyback and/or special dividends, subject to applicable laws and requisite approvals, if any.

Free cash flow is defined as net cash provided by operating activities less capital expenditure as per the consolidated statement of cash flows prepared under IFRS. Dividend and buyback include applicable taxes.

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. In order to maintain or achieve an optimal capital structure, the Company may adjust the amount of dividend payment, return capital to shareholders, issue new shares or buyback issued shares. As of March 31, 2021, the Company has only one class of equity shares and has no debt. Consequent to the above capital structure there are no externally imposed capital requirements.

Proposed Buyback completedAnnounced in August 2019April 2021

In line with the capital allocation policy, announced in April 2018, the Board, inat its meeting held on January 11, 2019,April 14, 2021, approved the following:

(a) A special dividendbuyback of ₹4/-equity shares, from the open market route through the Indian stock exchanges, amounting to ₹9,200 crore (Maximum Buyback Size, excluding buyback tax) (approximately $1,227 million*) at a price not exceeding ₹1,750 per equity share (Maximum Buyback Price) (approximately $0.06$23.3 per share);, subject to shareholders' approval in the ensuing Annual General Meeting expected to be held on June 19, 2021.

(b)

*USD-INR rate of 75.00


Buyback completed in August 2019

Based on the postal ballot which concluded on March 12, 2019 the shareholders approved the buyback of Equity Sharesequity shares from the open market route through Indian stock exchanges of up to ₹8,260 crore (Maximum Buyback Size)(approximately $1,184 million) at a price not exceeding ₹800/-₹800 per share (Maximum Buyback Price) subject to shareholders' approval by way of Postal Ballot.share.   

The shareholders approved the proposal of buyback of Equity Shares recommended by its Board of Directors in its meeting held on January 11, 2019 through the postal ballot that concluded on March 12, 2019.


The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the open market route through the stock exchange. The buyback of equity shares through the stock exchange commenced on March 20, 2019 and was completed on August 26, 2019. During this buyback period the Company had purchased and extinguished a total of 110,519,266 equity shares from the stock exchange at an average buyback price of ₹747.38/- per equity share comprising 2.53% of the pre buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of ₹8,260 crore (excluding transaction costs) ($1,183 million). The Company funded the buyback from its free reserves.

In accordance with section 69 of the Companies Act, 2013, as at March 31, 2020 the Company has created ‘Capital Redemption Reserve’ of $8 million equal to the nominal value of the above shares bought back as an appropriation from general reserve.

After, the execution of the above, along with the special dividend (including dividend distribution tax) of ₹2,633 crore already paid in June 2018, the Company has completed the distribution of ₹13,000 crore which was announced as part of its capital allocation policy in April 2018.

Buyback completed in December 2017

The Board, at its meeting on August 19, 2017, approved a proposal for the Company to buyback its fully paid-up equity shares of face value of ₹5/- each from the eligible equity shareholders of the Company for an amount not exceeding ₹13,000 crore ($2 billion). The shareholders approved the buyback of equity shares through the postal ballot that concluded on October 7, 2017. The buyback offer comprised a purchase of 113,043,478 equity Shares aggregating 4.92% of the paid-up equity share capital of the Company at a price of ₹1,150 per equity share. The buyback was offered to all eligible equity shareholders (including those who became equity shareholders as on the record date by cancelling American Depositary Shares and withdrawing underlying equity shares) of the Company as on the record date (i.e. November 1, 2017) on a proportionate basis through the "Tender offer" route. The Company concluded the buyback procedures on December 27, 2017 and 113,043,478 equity shares were extinguished. The Company has utilized its securities premium and general reserve for the buyback of its shares.

In accordance with section 69 of the Indian Companies Act, 2013, the Company has created ‘Capital Redemption Reserve’ of $9 million equal to the nominal value of the shares bought back as an appropriation from general reserve.

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. In order to maintain or achieve an optimal capital structure, the Company may adjust the amount of dividend payment, return capital to shareholders, issue new shares or buyback issued shares. As of March 31, 2020, the Company has only one class of equity shares and has no debt. Consequent to the above capital structure there are no externally imposed capital requirements

Bonus issue during fiscal 2019

The Company has allotted 2,184,191,490 fully paid up equity shares (including treasury shares of 10,486,661) of face value 5/- each during the three months ended September 30, 2018 pursuant to a bonus issue approved by the shareholders through postal ballot. Record Date fixed by the Board of Directors was September 5, 2018. The bonus shares were issued by capitalization of profits transferred from general reserve. Bonus share of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, has been allotted. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder remains unchanged. Options granted under the stock option plan have been adjusted for bonus shares.

 

The bonus shares allotted ranks pari passu in all respects and carry the same rights as the existing equity shareholders and are entitled to participate in full, in any dividend and other corporate action, recommended and declared after the new equity shares are allotted.

The rights of equity shareholders are set out below.


2.15.1 Voting

Each holder of equity shares is entitled to one vote per share. The equity shares represented by American Depositary Shares (ADS) carry similar rights to voting and dividends as the other equity shares. Each ADS represents one underlying equity share.

2.15.2 Dividends 

Accounting policy

 

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the company's Board of Directors.

In December 2017, the International Accounting Standard Board issued amendments to IAS 12 – Income Taxes. The amendments clarify that an entity shall recognize the income tax consequences of dividends on financial instruments classified as equity will be recognized according to where the entity originally recognized those past transactions or events that generated distributable profits were recognized. On April 1, 2019, the Group adopted these amendments and there was no impact of these amendments on the Company’s Consolidated financial statements.profits.

The Company declares and pays dividends in Indian rupees. Dividend distribution tax paid by subsidiaries may be reduced / available as credit against dividend distribution tax payable by Infosys Limited.

The Finance Act 2020 has repealed the Dividend Distribution Tax (DDT). Companies are now required to pay/distribute dividend after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

 


The following table provides details of per share dividend recognized during fiscal 2021, 2020 2019 and 2018:2019:

 

 

Fiscal 2020

 

 

Fiscal 2019(2)

 

 

Fiscal 2018(2)

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019(2)

 

Dividend per Equity Share (₹)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim dividend(3)

 

 

8.00

 

 

 

7.00

 

 

 

6.50

 

 

 

12.00

 

 

 

8.00

 

 

 

7.00

 

Final dividend(4)

 

 

10.50

 

 

 

10.25

 

 

 

7.38

 

 

 

9.50

 

 

 

10.50

 

 

 

10.25

 

Special dividend(5)

 

 

 

 

 

9.00

 

 

 

 

 

 

 

 

 

 

 

 

9.00

 

Dividend per Equity Share/ADS ($) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim dividend(3)

 

 

0.11

 

 

 

0.10

 

 

 

0.10

 

 

 

0.16

 

 

 

0.11

 

 

 

0.10

 

Final dividend(4)

 

 

0.15

 

 

 

0.16

 

 

 

0.12

 

 

 

0.13

 

 

 

0.15

 

 

 

0.16

 

Special dividend(5)

 

 

 

 

 

0.14

 

 

 

 

 

 

 

 

 

 

 

 

0.14

 

 

(1)

Converted at the monthly exchange rate in the month of declaration of dividend.dividend

(2)

Adjusted for September 2018 bonus share issue, wherever applicable.applicable

(3)

Represents interim dividend for the respective fiscal year

(4)

Represents final dividend for the preceding fiscal year

(5)

Represents special dividend of ₹5/- per share (approximately $0.08 per share) declared in fiscal 2018 and special dividend of ₹4/- per equity share (approximately $0.06 per share) declared in fiscal 2019.2019

During fiscal 20202021, on account of the final dividend for fiscal 20192020 and interim dividend for fiscal 20202021, the Company has incurred a net cash outflow of $1,359approximately $1,226 million (Rupees 9,120 crore) (excluding dividend paid on treasury shares) inclusive of dividend distribution tax..


The Board of Directors in their meeting on April 20, 202014, 2021 recommended a final dividend of 9.50/15/- per equity share (approximately $0.13$0.20 per equity share)share*) for fiscal 2020.2021. This payment is subject to the approval of shareholders in the Annual General Meeting of the Company expected to be held on June 27, 2020.19, 2021. This final dividend if approved by shareholders would result in a net cash outflow of approximately $532$849 million (excluding dividend paid on treasury shares).

*USD-INR rate of 75.00

 

2.15.3 Liquidation

In the event of liquidation of the company, the holders of shares shall be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently, other than the amounts held by irrevocable controlled trusts. The amount distributed will be in proportion to the number of equity shares held by the shareholders. For irrevocable controlled trusts, the corpus would be settled in favor of the beneficiaries.

2.15.4 Share options

There are no voting, dividend or liquidation rights to the holders of options issued under the company's share option plans.

2.16 Other income, net

 

Accounting policy

 

Other income is comprised primarily of interest income, dividend income, gain/loss on investments and exchange gain/loss on forward and options contracts and on translation of otherforeign currency assets and liabilities. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established.

 


 

Functional currency and presentation currency

 

The functional currency of Infosys, Infosys BPM, EdgeVerve, Skava and controlled trusts is the Indian rupee. The functional currencies for foreign subsidiaries are their respective local currencies. These financial statements are presented in U.S. dollars (rounded off to the nearest million) to facilitate the investors’ ability to evaluate Infosys’ performance and financial position in comparison to similar companies domiciled in other geographic locations. 

Transactions and translations

 

Foreign-currency denominated monetary assets and liabilities are translated into the relevant functional currency at exchange rates in effect at the balance sheet date. The gains or losses resulting from such translations are recognized in the Consolidated Statement of Comprehensive Income and reported within exchange gains/ (losses) on translation of assets and liabilities, net, except when deferred in Other Comprehensive Income as qualifying cash flow hedges. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. The related revenue and expense are recognized using the same exchange rate.

 

Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue, expense and cash-flow items denominated in foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date of the transaction.

 

The translation of financial statements of the foreign subsidiaries to the presentation currency is performed for assets and liabilities using the exchange rate in effect at the balance sheet date and for revenue, expense and cash-flow items using the average exchange rate for the respective periods. The gains or losses resulting from such translation are included in currency translation reserves under other components of equity. When a subsidiary is disposed of, in full, the relevant amount is transferred to the net profit in the statement of comprehensive income. However, when a


change in the parent's ownership does not result in loss of control of a subsidiary, such changes are recorded through equity. 

Other Comprehensive Income, net of taxes includes translation differences on non-monetary financial assets measured at fair value at the reporting date, such as equities classified as financial instruments and measured at fair value through other comprehensive income (FVOCI).

 

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange rate in effect at the balance sheet date.

 

 

Government grants

 

The Group recognizes government grants only when there is reasonable assurance that the conditions attached to them will be complied with, and the grants will be received. Government grants related to assets are treated as deferred income and are recognized in the net profit in the statement of comprehensive income on a systematic and rational basis over the useful life of the asset. Government grants related to revenue are recognized on a systematic basis in the statement of comprehensive income over the periods necessary to match them with the related costs which they are intended to compensate.

 


Other income consists of the following:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Interest income on financial assets carried at amortized cost

 

181

 

 

201

 

 

260

 

 

161

 

 

181

 

 

201

 

Interest income on financial assets fair valued through other comprehensive income

 

46

 

 

92

 

 

106

 

 

55

 

 

46

 

 

92

 

Dividend income on investments carried at fair value through profit or loss

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

Gain / (loss) on investments carried at fair value through profit or loss

 

26

 

 

24

 

 

 

39

 

 

10

 

 

26

 

 

24

 

Gain / (loss) on investments carried at fair value through other comprehensive income

 

6

 

 

 

 

 

 

 

 

11

 

 

6

 

 

 

 

Interest income on income tax refund

 

37

 

 

7

 

 

 

41

 

 

1

 

 

37

 

 

7

 

Exchange gains / (losses) on forward and options contracts

 

 

(66

)

 

27

 

 

 

 

 

 

75

 

 

 

(66

)

 

27

 

Exchange gains / (losses) on translation of other assets and liabilities

 

139

 

 

18

 

 

36

 

 

 

(47

)

 

139

 

 

18

 

Others

 

26

 

 

42

 

 

 

30

 

 

30

 

 

26

 

 

42

 

 

395

 

 

411

 

 

513

 

 

 

297

 

 

395

 

 

411

 

 

 

2.17 Employees' Stock Option Plans (ESOP)

 

Accounting policy

 

The Group recognizes compensation expense relating to share-based payments in net profit based on estimated fair- value of the awards on the grant date. The estimated fair value of awards is recognized as an expense in net profit & lossin the consolidated statement of comprehensive income on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was in-substance, multiple awards with a corresponding increase to share premiumpremium.

 

Infosys Expanded Stock Ownership Program 2019 (the 2019 Plan):

On June 22, 2019, pursuant to approval by the shareholders in the Annual General Meeting, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the 2019 Plan. The maximum number of shares under the 2019 Plan shall not exceed 50,000,000 equity shares. To implement the 2019 Plan, up to 45,000,000 equity shares may be issued by way of secondary acquisition of shares by Infosys Expanded Stock Ownership Trust. The RSUs granted under the 2019 Plan shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee). The performance parameters will be based on a combination of relative Total Shareholder Return (TSR) against selected industry peers and certain broader market domestic and global indices and operating performance metrics of the company as decided by administrator. Each of the above performance parameters will be distinct for the purposes of calculation of quantity of shares to vest based on performance. These instruments will generally vest between a minimum of 1 to maximum of 3 years from the grant date.

 

2015 Stock Incentive Compensation Plan (the 2015 Plan): On March 31, 2016, pursuant to the approval by the shareholders through postal ballot, the Board was authorized to introduce, offer, issue and allot share-based incentives to eligible employees of the Company and its subsidiaries under the 2015 Stock Incentive Compensation Plan (the 2015 Plan). The maximum number of shares under the 2015 Plan shall not exceed 24,038,883 equity shares (this includes 11,223,576 equity shares which are held by the trust towards the 2011 Plan as at March 31, 2016). These instruments will generally vest over a period of 4 years and the Company expects to grant the instruments under the 2015 Plan over the period of 4 to 7 years. The plan numbers mentioned above would further be adjusted for the September 2018 bonus issue.

 


The equity settled and cash settled RSUs and stock options would vest generally over a period of 4 years and shall be exercisable within the period as approved by the Nomination and Remuneration Committee (NARC). The exercise price of the RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant.

Consequent to the September 2018 bonus issue, all the then outstanding options granted under the stock option plan have been adjusted for bonus shares. Unless otherwise stated, all the prior period share numbers, share prices and weighted average exercise prices in this note have been adjusted to give effect to the September 2018 bonus issue.

 

Controlled trust holds 18,239,35615,514,732 and 20,324,98218,239,356 shares as at March 31, 20202021 and March 31, 2019,2020, respectively, under the 2015 Plan, out of which, 200,000 and 200,000 equity shares have been earmarked for welfare activities of the employees as at March 31, 20202021 and March 31, 2019,2020, respectively.

Infosys Expanded Stock Ownership Program 2019 (the 2019 Plan):

On June 22, 2019, pursuant to approval by the shareholders in the Annual General Meeting, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the 2019 Plan. The maximum number of shares under the 2019 Plan shall not exceed 50,000,000 equity shares. To implement the 2019 Plan, upto 45,000,000 equity shares may be issued by way of secondary acquisition of shares by Infosys Expanded Stock Ownership Trust. The RSUs granted under the 2019 Plan shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee). The performance parameters will be based on a combination of relative Total Shareholder Return (TSR) against selected industry peers and certain broader market domestic and global indices and operating performance metrics of the company as decided by administrator. Each of the above performance parameters will be distinct for the purposes of calculation of quantity of shares to vest based on performance. These instruments will generally vest between a minimum of 1 to maximum of 3 years from the grant date.

    

The following is the summary of grants made during fiscal 2021, 2020 2019 and 20182019 under the 2015 Plan and 2019 Plan:

 

Particulars

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2018

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

2015 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU and ESOP - Equity settled

 

 

 

 

 

 

 

 

 

 

 

 

KMPs*

 

 

506,526

 

 

 

696,480

 

 

 

2,199,146

 

Employees other than KMPs

 

 

3,347,650

 

 

 

3,644,220

 

 

 

3,345,220

 

 

 

3,854,176

 

 

 

4,340,700

 

 

 

5,544,366

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU and ESOP - Incentive units- cash settled

 

 

 

 

 

 

 

 

 

 

 

 

KMPs*

 

 

180,400

 

 

 

 

 

 

 

Other employees

 

 

475,740

 

 

 

74,090

 

 

 

100,080

 

 

 

656,140

 

 

 

74,090

 

 

 

100,080

 

2019 Plan

 

 

 

 

 

 

 

 

 

 

 

 

RSU - Equity settled

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KMPs

 

 

352,793

 

 

 

 

 

 

 

 

 

457,151

 

 

 

506,526

 

 

 

696,480

 

Employees other than KMPs

 

 

1,738,500

 

 

 

 

 

 

 

 

 

2,203,460

 

 

 

3,347,650

 

 

 

3,644,220

 

 

 

2,091,293

 

 

 

 

 

 

 

 

 

2,660,611

 

 

 

3,854,176

 

 

 

4,340,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU - Incentive units (cash settled)

 

 

 

 

 

 

 

 

 

 

 

 

KMPs

 

 

 

 

 

180,400

 

 

 

 

Other employees

 

 

115,250

 

 

 

475,740

 

 

 

74,090

 

 

 

115,250

 

 

 

656,140

 

 

 

74,090

 

2019 Plan

 

 

 

 

 

 

 

 

 

 

 

 

Equity settled Performance based RSU

 

 

 

 

 

 

 

 

 

 

 

 

KMPs

 

 

311,808

 

 

 

352,793

 

 

 

 

Employees other than KMPs

 

 

1,284,600

 

 

 

1,738,500

 

 

 

 

 

 

1,596,408

 

 

 

2,091,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total grants

 

 

6,601,609

 

 

 

4,414,790

 

 

 

5,644,446

 

 

 

4,372,269

 

 

 

6,601,609

 

 

 

4,414,790

 

 

Information in the table above is adjusted for September 2018 bonus issue, wherever applicable.

*

Upon Dr. Vishal Sikka's (Ex-CEO) resignation from the roles of the company, the unvested RSUs and ESOPs have been forfeited

Refer to Note 2.20 for details on appointment and resignation of KMPs


 

Notes on grants to KMP

 

CEO & MD:

 

Under the 2015 Plan:

 

 

The Board, on April 12, 2019,20, 2020, based on the recommendations of the Nomination and Remuneration Committee, in accordance with the terms of his employment agreement, approved the performance-based grant of RSUs amounting to ₹13 crore (approximately $2 million) for fiscal 2021 under the financial year 2020.2015 Plan. These RSUs will vest in line with the employment agreement based on achievement of certain performance targets. Accordingly, 177,887192,964 performance based RSUs were granted effective May 2, 2019.

In accordance with the shareholders approval in the Annual General Meeting held on June 22, 2019, the Board, based on the recommendations of the Nomination and Remuneration Committee, approved to amend the vesting period of the annual performance equity grant from three years to one year. Accordingly, the vesting period of 217,200 (adjusted for September 2018 bonus issue) performance based RSUs granted effective May 2, 2018 and 177,887 performance based RSUs granted effective May 2, 2019 have been amended to one year.2020.

    

In accordance with the employee agreement which has been approved by the shareholders, the CEO is eligible to receive an annual grant of RSUs of fair value ₹3.25 crore (approximately $0.50$0.44 million) which will vest overtime in three equal annual installments upon the completion of each year of service from the respective grant date. Accordingly, annual time-based grant of 41,78225,775 RSUs was made effective February 27, 2020.1, 2021.


 

Though the annual time based grants for the remaining employment term ending on March 31, 2023 have not been granted as of March 31, 2020,2021, since the service commencement date precedes the grant date, the companyCompany has recorded employment stock compensation expense in accordance with IFRS 2, Share based payments.

 

Under the 2019 Plan:

 

In accordance with the shareholders approval in the Annual General Meeting heldThe Board, on June 22, 2019, the Board,April 20, 2020, based on the recommendations of the Nomination and Remuneration Committee, approved performance-based grant of RSUs amounting to ₹10 crore (approximately $1.50$1.35 million). for fiscal 2021 under the 2019 Plan. These RSUs will vest in line with the employment agreement based on Company’s achievement of certain performance targets set in 2019 Plan.targets. Accordingly, 134,138148,434 performance based RSUs were granted effective June 22, 2019.May 2, 2020.

 

COO and Whole-time director

 

Under the 2015 Plan:

On February 20, 2020, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved time-based grant of 58,650 RSUs granted effective February 27, 2020.

Under the 2019 Plan:

 

In accordance with the shareholders approval in the Annual General Meeting heldThe Board, on June 22, 2019, the Board,April 20, 2020, based on the recommendations of the Nomination and Remuneration Committee, approved performance-based grant of RSUs amounting to ₹4 crore (approximately $0.50 million) for financial year 2020fiscal 2021 under the 2019 Plan. These RSUs will vest in line with the employment agreement based on achievement of certain performance targets. Accordingly, 53,655 performance based59,374 performance-based RSUs were granted effective June 22, 2019.May 2, 2020.

 

Other KMPs

 

Under the 2015 Plan:

 

On April 12, 2019,20, 2020, based on the recommendations of the Nomination and Remuneration Committee, in accordance with employment agreement, the Board, approved performance-based grant of 10,263 RSUs and time based grant of 23,94611,133 RSUs to other KMP.KMP under the 2015 Plan. The grants were made effective May 2, 2019.2020.  The time based RSUs will generally vest over four years and the performance based RSUs will vest over three years based on certain performance targets.

 

On February 20, 2020,January 13, 2021, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved time basedtime-based grant of 374,39813,879 RSUs to other KMPs.KMPs under the 2015 Plan. The grants were made effective February 27, 2020.1, 2021. These RSUs will vest over four years.


Under the 2019 Plan:

 

On February 20, 2020,March 30, 2021, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved performance based grantstime-based grant of 165,000213,400 RSUs to other KMPs.KMPs under the 2015 Plan. The grants were made effective FebruaryMarch 31, 2021. These RSUs will vest over four years.

Under the 2019 Plan:

On March 30, 2021, based on the recommendations of the Nomination and Remuneration Committee, the Board, approved performance-based grants of 106,000 RSUs to other KMPs under the 2019 Plan. The grants were made effective March 27, 2020.2021. These RSUs will vest over three years based on achievement of certain performance targets.

      

Break-up of employee stock compensation expense

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Granted to:

 

 

 

 

 

 

 

 

 

 

 

 

KMP

 

10

 

 

8

 

 

5

 

Employees other than KMP

 

35

 

 

26

 

 

24

 

Total

 

 

45

 

 

 

34

 

 

 

29

 

Cash settled stock compensation expense included in the above

 

11

 

 

1

 

 

1

 


Share based payment arrangements that were modified during the year ended March 31, 2021: 

During the year ended March 31, 2021, the company issued ADS settled RSU and ESOP awards as replacement for outstanding stock appreciation rights awards. The replacement was pursuant to SEBI Circular 'Framework for issue of Depository Receipts - Clarifications' dated December 18, 2020 which allows Non-resident Indians to hold depository receipts. The awards were granted after necessary approvals from the NARC. All other terms and conditions of the replaced awards remain the same as the original award.

The replacement awards were accounted as a modification and the fair value on the date of modification of $12 million is recognized as equity with a corresponding adjustment to financial liability.

 

Share based payment arrangements that were modified during the year ended March 31, 2020:

 

During the year ended March 31, 2020, the company issued stock appreciation rights as replacement for outstanding ADS settled RSU and ESOP awards. The replacement was pursuant to SEBI Circular 'Framework for issue of Depository Receipts' dated October 10, 2019 which prohibited companies to allot ADS to Indian residents and Non resident Indians. The awards were granted after necessary approvals from the NARC. All other terms and conditions of the replaced awards remain the same as the original award.

 

The replacement awards was accounted as a modification and the fair value on the date of modification of $8 million is recognized as financial liability with a corresponding adjustment to equity.

 

As at March 31, 20202021 and March 31, 2019,2020, cash settled options outstanding (net of forfeitures) were 1,756,521387,088 and 177,454 (adjusted for September 2018 bonus issue),1,756,521, respectively. The carrying value of liability towards cash settled share basedshare-based payments was $6$1 million and $1$6 million, respectively as at March 31, 20202021 and March 31, 2019,2020, respectively.


 

Break-up of employee stock compensation expense

The activity in the 2015 Plan and 2019 Plan for equity-settled share based payment transaction during fiscal 2021 is set out below:

 

(Dollars in millions)

 

 

 

Year ended March 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Granted to:

 

 

 

 

 

 

 

 

 

 

 

 

KMP (1)

 

8

 

 

5

 

 

 

(2

)

Employees other than KMP

 

26

 

 

24

 

 

15

 

Total

 

 

34

 

 

 

29

 

 

 

13

 

Cash settled stock compensation expense included in the above

 

1

 

 

1

 

 

1

 

 

 

Year ended March 31, 2021

 

 

 

Shares arising

out of options

 

 

Weighted average

exercise price($)

 

2015 Plan: RSU

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

8,780,898

 

 

 

0.05

 

Granted

 

 

2,660,611

 

 

 

0.07

 

Exercised

 

 

3,783,462

 

 

 

0.05

 

Modification to equity settled awards

 

 

871,900

 

 

 

 

Forfeited and expired

 

 

482,707

 

 

 

0.06

 

Outstanding at the end

 

 

8,047,240

 

 

 

0.06

 

Exercisable at the end

 

 

151,685

 

 

 

0.05

 

2015 Plan: ESOP

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

1,100,330

 

 

 

7.13

 

Granted

 

 

 

 

 

 

Exercised

 

 

239,272

 

 

 

7.21

 

Modification to equity settled awards

 

 

203,026

 

 

 

 

Forfeited and expired

 

 

14,628

 

 

 

7.63

 

Outstanding at the end

 

 

1,049,456

 

 

 

7.32

 

Exercisable at the end

 

 

1,002,130

 

 

 

7.33

 

2019 Plan: RSU

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

2,091,293

 

 

 

0.07

 

Granted

 

 

1,596,408

 

 

 

0.07

 

Exercised

 

 

370,170

 

 

 

0.07

 

Forfeited and expired

 

 

266,958

 

 

 

0.07

 

Outstanding at the end

 

 

3,050,573

 

 

 

0.07

 

Exercisable at the end

 

 

233,050

 

 

 

0.07

 

(1)

Included a reversal of stock compensation cost of $5 million for fiscal 2018, towards forfeiture of stock incentives granted to Dr. Vishal Sikka (ex-CEO) upon his resignation.

 


The activity in the 2015 Plan and 2019 Plan for equity-settled share based payment transaction during fiscal 2020 is set out below:

 

 

Year ended March 31, 2020

 

 

Year ended March 31, 2020

 

 

Shares arising

out of options

 

 

Weighted average

exercise price($)

 

 

Shares arising

out of options

 

 

Weighted average

exercise price($)

 

2015 Plan -RSU

 

 

 

 

 

 

 

 

2015 Plan: RSU

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

9,181,198

 

 

 

0.05

 

 

 

9,181,198

 

 

 

0.05

 

Granted

 

 

3,854,176

 

 

 

0.07

 

 

 

3,854,176

 

 

 

0.07

 

Exercised

 

 

2,561,218

 

 

 

0.04

 

 

 

2,561,218

 

 

 

0.04

 

Modification to cash settled awards

 

 

1,061,820

 

 

 

 

 

 

1,061,820

 

 

 

 

Forfeited and expired

 

 

631,438

 

 

 

0.05

 

 

 

631,438

 

 

 

0.05

 

Outstanding at the end

 

 

8,780,898

 

 

 

0.05

 

 

 

8,780,898

 

 

 

0.05

 

Exercisable at the end

 

 

392,185

 

 

 

0.03

 

 

 

392,185

 

 

 

0.03

 

2015 Plan-ESOP

 

 

 

 

 

 

 

 

2015 Plan: ESOP

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

1,623,176

 

 

 

7.46

 

 

 

1,623,176

 

 

 

7.46

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

104,796

 

 

 

7.26

 

 

 

104,796

 

 

 

7.26

 

Modification to cash settled awards

 

 

351,550

 

 

 

 

 

 

351,550

 

 

 

 

Forfeited and expired

 

 

66,500

 

 

 

7.43

 

 

 

66,500

 

 

 

7.43

 

Outstanding at the end

 

 

1,100,330

 

 

 

7.13

 

 

 

1,100,330

 

 

 

7.13

 

Exercisable at the end

 

 

780,358

 

 

 

7.17

 

 

 

780,358

 

 

 

7.17

 

2019 Plan: RSU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

2,091,293

 

 

 

0.07

 

 

 

2,091,293

 

 

 

0.07

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited and expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at the end

 

 

2,091,293

 

 

 

0.07

 

 

 

2,091,293

 

 

 

0.07

 

Exercisable at the end

 

 

 

 

 

 

 

 

 

 

 

 

 

The activity in the 2015 Plan for equity-settled share based payment transaction during fiscal 2019 is set out below:

 

 

Year ended March 31, 2019

 

 

Year ended March 31, 2019

 

 

Shares arising

out of options

 

 

Weighted average

exercise price($)

 

 

Shares arising

out of options

 

 

Weighted average

exercise price($)

 

2015 Plan -RSU

 

 

 

 

 

 

 

 

2015 Plan: RSU

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

7,500,818

 

 

 

0.04

 

 

 

7,500,818

 

 

 

0.04

 

Granted

 

 

4,340,700

 

 

 

0.05

 

 

 

4,340,700

 

 

 

0.05

 

Exercised

 

 

1,864,510

 

 

 

0.04

 

 

 

1,864,510

 

 

 

0.04

 

Forfeited and expired

 

 

795,810

 

 

 

0.04

 

 

 

795,810

 

 

 

0.04

 

Outstanding at the end

 

 

9,181,198

 

 

 

0.05

 

 

 

9,181,198

 

 

 

0.05

 

Exercisable at the end

 

 

235,256

 

 

 

0.04

 

 

 

235,256

 

 

 

0.04

 

2015 Plan-ESOP

 

 

 

 

 

 

 

 

2015 Plan: ESOP

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

1,933,826

 

 

 

7.62

 

 

 

1,933,826

 

 

 

7.62

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

117,350

 

 

 

7.35

 

 

 

117,350

 

 

 

7.35

 

Forfeited and expired

 

 

193,300

 

 

 

7.43

 

 

 

193,300

 

 

 

7.43

 

Outstanding at the end

 

 

1,623,176

 

 

 

7.46

 

 

 

1,623,176

 

 

 

7.46

 

Exercisable at the end

 

 

698,500

 

 

7.46

 

 

 

698,500

 

 

7.46

 


 

Information in the above table is adjusted for September 2018 bonus issue.


The activity in the 2015 Plan for equity-settled share based payment transaction during fiscal 2018 is set out below:

 

 

Year ended March 31, 2018

 

 

 

Shares arising

out of options

 

 

Weighted average

exercise price($)

 

2015 Plan -RSU

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

5,922,746

 

 

 

0.04

 

Granted

 

 

4,561,216

 

 

 

0.04

 

Forfeited and expired

 

 

1,296,434

 

 

 

0.04

 

Exercised

 

 

1,686,710

 

 

 

0.04

 

Outstanding at the end

 

 

7,500,818

 

 

 

0.04

 

Exercisable at the end

 

 

48,410

 

 

 

0.04

 

2015 Plan-ESOP

 

 

 

 

 

 

 

 

Outstanding at the beginning

 

 

2,395,300

 

 

 

7.63

 

Granted

 

 

983,150

 

 

 

7.31

 

Forfeited and expired

 

 

104,824

 

 

 

7.63

 

Exercised

 

 

1,339,800

 

 

 

7.42

 

Outstanding at the end

 

 

1,933,826

 

 

 

7.62

 

Exercisable at the end

 

 

393,824

 

 

 

7.63

 

 

Information in the above table is adjusted for September 2018 bonus issue.

During fiscal 2021, 2020 2019 and 2018,2019, the weighted average share price of options exercised under the 2015 Plan on the date of exercise was $14.92, $10.49 and $10.01, respectively.

During fiscal 2021, 2020 and $7.74, respectively2019, the weighted average share price of options exercised under the 2019 Plan on the date of exercise was $15.90, Nil and Nil, respectively.

 

The following table summarizes information about equity settled RSUs and ESOPs outstanding as of March 31, 2020:2021:

 

 

2019 plan - Options outstanding

 

 

2015 plan - Options outstanding

 

2019 Plan - Options outstanding

 

 

2015 Plan - Options outstanding

 

Range of exercise prices per share ($)

 

No. of shares

arising out

of options

 

 

Weighted

average

remaining

contractual life

 

 

Weighted

average

exercise

price ($)

 

 

No. of shares

arising out

of options

 

 

Weighted

average

remaining

contractual life

 

 

Weighted

average

exercise

price ($)

 

No. of shares

arising out

of options

 

 

Weighted

average

remaining

contractual life

 

 

Weighted

average

exercise

price ($)

 

 

No. of shares

arising out

of options

 

 

Weighted

average

remaining

contractual life

 

 

Weighted

average

exercise

price ($)

 

American Depositary Share (ADS) and Indian Equity Shares (IES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0 - 0.07 (RSU)

 

 

2,091,293

 

 

 

1.76

 

 

 

0.07

 

 

 

8,780,898

 

 

 

1.59

 

 

0.05

 

 

3,050,573

 

 

 

1.48

 

 

 

0.07

 

 

 

8,047,240

 

 

 

1.67

 

 

0.06

 

6 - 8 (ESOP)

 

 

 

 

 

 

 

 

 

 

 

1,100,330

 

 

 

3.48

 

 

7.13

 

 

 

 

 

 

 

 

 

 

 

1,049,456

 

 

 

1.83

 

 

7.32

 

 

 

2,091,293

 

 

 

1.76

 

 

 

0.07

 

 

 

9,881,228

 

 

 

1.80

 

 

0.84

 

 

3,050,573

 

 

 

1.48

 

 

 

0.07

 

 

 

9,096,696

 

 

 

1.69

 

 

 

0.90

 

 

 

The following table summarizes information about equity settled RSUs and ESOPs (under the 2015 Plan) outstanding as at March 31, 2019:2020:

 

 

2015 Plan - Options outstanding

 

 

2019 Plan - Options outstanding

 

 

2015 Plan - Options outstanding

Range of exercise prices per share ($)

 

No. of shares

arising out

of options

 

 

Weighted

average

remaining

contractual life

 

 

Weighted

average

exercise

price ($)

 

 

No. of shares

arising out

of options

 

 

Weighted

average

remaining

contractual life

 

 

Weighted

average

exercise

price ($)

 

 

No. of shares

arising out

of options

 

 

Weighted

average

remaining

contractual life

 

 

Weighted

average

exercise

price ($)

0 - 0.04 (RSU)

 

 

9,181,198

 

 

 

1.70

 

 

 

0.05

 

American Depositary Share (ADS) and Indian Equity Shares (IES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0 - 0.07 (RSU)

 

 

2,091,293

 

 

 

1.76

 

 

 

0.07

 

 

 

8,780,898

 

 

 

1.59

 

 

0.05

6 - 8 (ESOP)

 

 

1,623,176

 

 

 

5.04

 

 

 

7.46

 

 

 

 

 

 

 

 

 

 

 

 

1,100,330

 

 

 

3.48

 

 

7.13

 

 

10,804,374

 

 

 

2.20

 

 

 

1.16

 

 

 

2,091,293

 

 

 

1.76

 

 

 

0.07

 

 

 

9,881,228

 

 

 

1.80

 

 

0.84

 

Information in the above table is adjusted for September 2018 bonus issue.


The fair value of the awards are estimated using the Black-Scholes Model for time and non-market performance based options and Monte Carlo simulation model is used for TSR based options.

 

The inputs to the model include the share price at date of grant, exercise price, expected volatility, expected dividends, expected term and the risk free rate of interest. Expected volatility during the expected term of the options is based on historical volatility of the observed market prices of the Company's publicly traded equity shares during a period equivalent to the expected term of the options. Expected volatility of the comparative companycompanies have been modelled based on historical movements in the market prices of their publicly traded equity shares during a period equivalent to the expected term of the options. Correlation coefficient is calculated between each peer entity and the indices as a whole or between each entity in the peer group.

 


The fair value of each equity settled award is estimated on the date of grant using the following assumptions:

 

 

 

For options granted in

 

 

Fiscal 2021-

Equity

Shares-RSU

 

 

Fiscal 2021-

ADS- RSU

Weighted average share price (₹) / ($- ADS)

 

 

1,253

 

 

18.46

Exercise price (₹)/ ($- ADS)

 

 

5.00

 

 

0.07

Expected volatility (%)

 

30-35

 

 

30-36

Expected life of the option (years)

 

1-4

 

 

1-4

Expected dividends (%)

 

2-3

 

 

2-3

Risk-free interest rate (%)

 

4-5

 

 

0.1-0.3

Weighted average fair value as on grant date (₹) / ($- ADS)

 

 

1,124

 

 

16.19

 

 

For options granted in

 

 

Fiscal 2020-

Equity

Shares-RSU

 

 

Fiscal 2020-

ADS- RSU

Weighted average share price () / ($- ADS)

 

 

728

 

 

10.52

Exercise price ()/ ($- ADS)

 

 

5.00

 

 

0.07

Expected volatility (%)

 

22-30

 

 

22-26

Expected life of the option (years)

 

1-4

 

 

1-4

Expected dividends (%)

 

2-3

 

 

2-3

Risk-free interest rate (%)

 

6-7

 

 

1-3

Weighted average fair value as on grant date () / ($- ADS)

 

 

607

 

 

7.84

 

 

 

 

For options granted in

 

 

Fiscal 2019-

Equity

Shares-RSU

 

 

Fiscal 2019-

ADS- RSU

Weighted average share price () / ($- ADS)*

 

 

696

 

 

10.77

Exercise price ()/ ($- ADS)*

 

 

3.31

 

 

0.06

Expected volatility (%)

 

21-25

 

 

22-26

Expected life of the option (years)

 

1-4

 

 

1-4

Expected dividends (%)

 

2.65

 

 

2.65

Risk-free interest rate (%)

 

7-8

 

 

2-3

Weighted average fair value as on grant date () / ($- ADS)*

 

 

648

 

 

10.03

*

Adjusted for September 2018 bonus issue

 

 

For options granted in

 

 

Fiscal 2018-

Equity

Shares-RSU

 

 

Fiscal 2018-

Equity shares

ESOP

 

Fiscal 2018-

ADS-RSU

 

Fiscal 2018-

ADS- ESOP

Weighted average share price (₹) / ($- ADS)*

 

 

572

 

 

461

 

8.31

 

7.32

Exercise price (₹)/ ($- ADS)*

 

 

2.50

 

 

459

 

0.04

 

7.33

Expected volatility (%)

 

20-25

 

 

25-28

 

21-26

 

25-31

Expected life of the option (years)

 

1 - 4

 

 

3 - 7

 

1 - 4

 

3 - 7

Expected dividends (%)

 

2.78

 

 

2.78

 

2.74

 

2.74

Risk-free interest rate (%)

 

6 - 7

 

 

6 - 7

 

1 - 2

 

1 - 2

Weighted average fair value as on grant date (₹) / ($- ADS)*

 

 

533

 

 

127

 

7.74

 

1.47

 

*

Adjusted for September 2018 bonus issue

 

 

The expected life of the RSU/ESOP is estimated based on the vesting term and contractual term of the RSU/ESOP, as well as expected exercise behavior of the employee who receives the RSU/ESOP.


 

2.18 Income taxes

Accounting policy

 

Income tax expense comprises current and deferred income tax. Income tax expense is recognized in the net profit in the consolidated statement of comprehensive income except to the extent that it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income. Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Deferred income taxes are not provided on the undistributed earnings of subsidiaries and branches where it is expected that the earnings of the subsidiary or branch will not be distributed in the foreseeable future. The Group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. Tax benefits of deductions earned on exercise of employee share options in excess of compensation charged to income are credited to share premium.

 

Income tax expense in the consolidated statement of comprehensive income comprises:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Current taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic taxes

 

 

628

 

 

 

600

 

 

721

 

 

 

716

 

 

 

628

 

 

 

600

 

Foreign taxes

 

 

186

 

 

 

217

 

 

 

(12

)

 

 

185

 

 

 

186

 

 

 

217

 

 

814

 

 

817

 

 

709

 

 

 

901

 

 

814

 

 

817

 

Deferred taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic taxes

 

 

(43

)

 

 

3

 

 

 

(80

)

 

 

85

 

 

 

(43

)

 

 

3

 

Foreign taxes

 

 

(14

)

 

 

(17

)

 

 

28

 

 

 

(13

)

 

 

(14

)

 

 

(17

)

 

 

(57

)

 

 

(14

)

 

 

(52

)

 

 

72

 

 

 

(57

)

 

 

(14

)

Income tax expense

 

 

757

 

 

 

803

 

 

 

657

 

 

 

973

 

 

 

757

 

 

 

803

 

 

During fiscal 2019, the Company entered into Advance Pricing Agreement (APA) in an overseas jurisdiction resulting in a reversal of income tax expense of $7 million which pertained to prior periods.

In December 2017, the Company concluded an Advance Pricing Agreement (“APA”) with the US Internal Revenue Service (“IRS”) for the US branch covering fiscal years 2011 to 2021. Under the APA, the Company and the IRS have agreed on the methodology to allocate revenues and compute the taxable income of the Company’s US Branch operations. In accordance with the APA, the Group reversed income tax expense provision of $225 million which pertained to previous periods which are no longer required. The Company had to pay an adjusted amount of approximately $223 million due to the difference between the taxes payable for prior periods as per the APA and the actual taxes paid for such periods which was paid in fiscal 2019 and fiscal 2018.  


Additionally, incomeIncome tax expense for fiscal 2021, 2020 2019 and 20182019 includes reversals (net of provisions) of $47 million, $52 million $18 million and $45$25 million, respectively. These reversals pertain to prior periods primarily on account of adjudication of certain disputed matters in favor of the Company and upon filing of tax return, across various jurisdictions and on account of changes to tax regulations.

Further, the “Tax Cuts and Jobs Act (H.R. 1)” was signed into law on December 22, 2017 (“US Tax Reforms”). The US tax reforms has reduced federal tax rates from 35% to 21% effective January 1, 2018 amongst other measures. During fiscal 2018, the US tax reforms has resulted in a positive impact of $24 million on account of credits pertaining to deferred tax liabilities on branch profit. The impact of US tax reforms is not significant for future periods.


 

A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the income before income taxes is summarized below:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Profit before income taxes

 

 

3,095

 

 

 

3,003

 

 

 

3,143

 

 

 

3,596

 

 

 

3,095

 

 

 

3,003

 

Enacted tax rates in India

 

 

34.94

%

 

 

34.94

%

 

 

34.61

%

 

 

34.94

%

 

 

34.94

%

 

 

34.94

%

Computed expected tax expense

 

 

1,083

 

 

 

1,049

 

 

 

1,088

 

 

 

1,256

 

 

 

1,083

 

 

 

1,049

 

Tax effect due to non-taxable income for Indian tax purposes

 

 

(383

)

 

 

(386

)

 

 

(321

)

 

 

(346

)

 

 

(383

)

 

 

(386

)

Overseas taxes

 

 

103

 

 

 

102

 

 

 

109

 

 

 

99

 

 

 

103

 

 

 

102

 

Tax provision (reversals)

 

 

(52

)

 

 

(25

)

 

 

(253

)

 

 

(47

)

 

 

(52

)

 

 

(25

)

Effect of differential overseas tax rates

 

 

(11

)

 

 

 

 

 

8

 

 

 

(17

)

 

 

(11

)

 

 

 

Effect of exempt non-operating income

 

 

(6

)

 

 

(8

)

 

 

(10

)

 

 

(5

)

 

 

(6

)

 

 

(8

)

Effect of unrecognized deferred tax assets

 

 

7

 

 

 

13

 

 

 

29

 

 

 

1

 

 

 

7

 

 

 

13

 

Effect of non-deductible expenses

 

 

17

 

 

 

50

 

 

 

9

 

 

 

20

 

 

 

17

 

 

 

50

 

Branch profit tax (net of credits)

 

 

(5

)

 

 

4

 

 

 

(32

)

 

 

(4

)

 

 

(5

)

 

 

4

 

Subsidiary dividend distribution tax

 

 

 

 

 

 

 

 

27

 

Others

 

 

4

 

 

 

4

 

 

 

3

 

 

 

16

 

 

 

4

 

 

 

4

 

Income tax expense

 

 

757

 

 

 

803

 

 

657

 

 

 

973

 

 

 

757

 

 

 

803

 

 

The corporate statutory tax rate for fiscal 2021, 2020 and 2019 is 34.94% each and 34.61% for fiscal 2018. The increase in the corporate statutory tax rate to 34.94% in fiscal 2020 and 2019 from 34.61% in fiscal 2018 is consequent to changes made in the Finance Act, 2018.each. 

 

The foreign tax expense is due to income taxes payable overseas, principally in the United States. In India, the company has benefited from certain income tax incentives that the Government of India had provided for export of software andIT services from the units registered under the Special Economic Zones Act, 2005 (SEZ). SEZ units which began the provision of IT services on or after April 1, 2005 are eligible for a deduction of 100% of profits or gains derived from the export of IT services for the first five years from the financial year in which the unit commenced the provision of services and 50% of such profits or gains for a further five years. Up to 50% of such profits or gains is also available for a further five years subject to creation of a Special Economic Zone Re-investment Reserve out of the profit of the eligible SEZ units and utilization of such reserve by the Company for acquiring new plant and machinery for the purpose of its business as per the provisions of the Income Tax Act, 1961.1961 (Refer to Other Reserves under Note 2.15 Equity).

 

As a result of these tax incentives, a portion of the Company’s pre-tax income has not been subject to tax in recent years. These tax incentives resulted in a decrease in our income tax expense of $346 million, $383 million $386 million and $321$386 million for fiscal 2021, 2020 2019 and 2018,2019, respectively, compared to the tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives computed based on both basic and diluted weighted average number of equity shares for fiscal 2021, 2020 and 2019 and 2018 was $0.09,$0.08, $0.09 and $0.07,$0.09, (adjusted for September 2018 bonus issue), respectively.


During fiscal 2018, the Company received $130 million as dividend from Infosys BPM, its majority owned subsidiary. Dividend distribution tax paid by the subsidiary on such dividend has been reduced as credit against dividend distribution tax payable by Infosys. Accordingly, the Group has recorded a charge of $27 million as income tax expense during fiscal 2018.

Other income for fiscal 2020, 2019 and fiscal 2018, includes interest on income tax refund of $37 million, $7 million and $41 million, respectively.

Entire deferred income tax for fiscal 2021, 2020 2019 and 20182019 relates to origination and reversal of temporary differences except for a credit of $24 million (on account of US Tax Reforms explained above), for fiscal 2018.differences. 

 

Infosys is subject to a 15% Branch Profit Tax (BPT) in the U.S. to the extent its U.S. branch's net profit during the year is greater than the increase in the net assets of the U.S. branch during the year, computed in accordance with the Internal Revenue Code. As of March 31, 2020,2021, Infosys' U.S. branch net assets amounted to approximately $723$769 million. As at March 31, 2020,2021, the Company has a deferred tax liability for branch profit of $23$20 million (net of credits), as the Company estimates that these branch profits are expected to be distributed in the foreseeable future.

 

Deferred income tax liabilities have not been recognized on temporary differences amounting to $1,108$1,323 million and $869$1,108 million as of March 31, 20202021 and March 31, 2019,2020, respectively, associated with investments in subsidiaries and branches as it is probable that the temporary differences will not reverse in the foreseeable future.


Deferred income tax assets have not been recognized on accumulated losses of $422$510 million and $379$422 million as of March 31, 20202021 and March 31, 2019,2020, respectively, as it is probable that future taxable profit will be not available against which the unused tax losses can be utilized in the foreseeable future.

The following table provides details of expiration of unused tax losses for fiscal 2020:2021:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

Year

 

 

 

 

 

 

 

 

2021

 

 

11

 

2022

 

 

19

 

 

 

9

 

2023

 

 

28

 

 

 

28

 

2024

 

 

23

 

 

 

19

 

2025

 

 

16

 

 

 

15

 

2026

 

 

19

 

Thereafter

 

 

325

 

 

 

420

 

Total

 

 

422

 

 

 

510

 

 

The following table provides details of expiration of unused tax losses for fiscal 2019:2020:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

Year

 

 

 

 

 

 

 

 

2020

 

 

25

 

2021

 

 

11

 

 

 

11

 

2022

 

 

20

 

 

 

19

 

2023

 

 

29

 

 

 

28

 

2024

 

 

27

 

 

 

23

 

2025

 

 

16

 

Thereafter

 

 

267

 

 

 

325

 

Total

 

 

379

 

 

 

422

 

 


The following table provides the details of income tax assets and income tax liabilities as of March 31, 20202021 and March 31, 2019:2020:

 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Income tax assets

 

712

 

 

975

 

 

 

795

 

 

712

 

Current income tax liabilities

 

 

(197

)

 

 

(227

)

 

 

(294

)

 

 

(197

)

Net current income tax assets / (liabilities) at the end

 

 

515

 

 

 

748

 

 

 

501

 

 

 

515

 

 

The gross movement in the current income tax asset / (liability) for fiscal 2021, 2020 2019 and 20182019 is as follows:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2019

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Net current income tax asset / (liability) at the beginning

 

 

748

 

 

 

617

 

 

 

282

 

 

 

515

 

 

 

748

 

 

 

617

 

Translation differences

 

 

(51

)

 

 

(34

)

 

 

(8

)

 

 

17

 

 

 

(51

)

 

 

(34

)

Income tax paid

 

 

639

 

 

 

975

 

 

 

1,059

 

 

 

863

 

 

 

639

 

 

 

975

 

Current income tax expense

 

 

(814

)

 

 

(817

)

 

 

(709

)

 

 

(901

)

 

 

(814

)

 

 

(817

)

Income tax on other comprehensive income

 

 

(3

)

 

 

1

 

 

 

(2

)

 

 

1

 

 

 

(3

)

 

 

1

 

Reclassified under assets held for sale (refer note no 2.10)

 

 

 

 

 

3

 

 

 

(5

)

 

 

 

 

 

 

 

 

3

 

Reclassified from held for sale (Refer note 2.10)

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Income tax benefit arising on exercise of stock options

 

 

1

 

 

 

1

 

 

 

 

 

 

6

 

 

 

1

 

 

 

1

 

Tax impact on buyback expenses

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Additions through business combination

 

 

(6

)

 

 

(1

)

 

 

 

 

 

 

 

 

(6

)

 

 

(1

)

Net current income tax asset / (liability) at the end

 

 

515

 

 

 

748

 

 

 

617

 

 

 

501

 

 

 

515

 

 

 

748

 


The movement in gross deferred income tax assets and liabilities (before set off) for fiscal 2021 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Carrying

value as of

April 1, 2020

 

 

Changes

through

profit

and loss

 

 

Addition

through

business

combination

 

 

Changes

through OCI

 

 

Translation

difference

 

 

Carrying

value as of

March 31, 2021

 

Deferred income tax assets / (liabilities)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

32

 

 

 

2

 

 

 

 

 

 

 

 

 

1

 

 

 

35

 

Lease liabilities

 

 

18

 

 

 

4

 

 

 

 

 

 

 

 

 

1

 

 

 

23

 

Accrued compensation to employees

 

 

7

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

6

 

Trade receivables

 

 

26

 

 

 

3

 

 

 

 

 

 

 

 

 

1

 

 

 

30

 

Compensated absences

 

 

57

 

 

 

9

 

 

 

 

 

 

 

 

 

2

 

 

 

68

 

Post sales client support

 

 

15

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

16

 

Credits related to branch profits

 

 

50

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

 

 

48

 

Derivative financial instruments

 

 

21

 

 

 

(28

)

 

 

 

 

 

(1

)

 

 

 

 

 

(8

)

Intangibles

 

 

3

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Intangibles arising on business combinations

 

 

(56

)

 

 

10

 

 

 

(3

)

 

 

 

 

 

(1

)

 

 

(50

)

Branch profit tax

 

 

(73

)

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

(68

)

SEZ reinvestment reserve

 

 

(11

)

 

 

(72

)

 

 

 

 

 

 

 

 

(1

)

 

 

(84

)

Others

 

 

14

 

 

 

(5

)

 

 

 

 

 

 

 

 

1

 

 

 

10

 

Total Deferred income tax assets / (liabilities)

 

 

103

 

 

 

(72

)

 

 

(3

)

 

 

(1

)

 

 

3

 

 

 

30

 

 

The movement in gross deferred income tax assets and liabilities (before set off) for fiscal 2020 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

Carrying

value as of

April 1, 2019

 

 

Changes

through

profit

and loss

 

 

Addition

through

business

combination

 

 

Changes

through OCI

 

 

Reclassification

 

 

Impact on account of IFRS 16 adoption

 

 

Translation

difference

 

 

Carrying

value as of

March 31, 2020

 

 

Carrying

value as of

April 1, 2019

 

 

Changes

through

profit

and loss

 

 

Addition

through

business

combination

 

 

Changes

through OCI

 

 

Reclassification

 

 

Impact on account of IFRS 16 adoption

 

 

Translation

difference

 

 

Carrying

value as of

March 31, 2020

 

Deferred income tax assets / (liabilities)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

38

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

32

 

 

 

38

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

32

 

Lease liabilities

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

8

 

 

 

1

 

 

 

(1

)

 

 

18

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

8

 

 

 

1

 

 

 

(1

)

 

 

18

 

Accrued compensation to employees

 

 

4

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

4

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

Trade receivables

 

 

26

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

26

 

 

 

26

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

26

 

Compensated absences

 

 

57

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

57

 

 

 

57

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

57

 

Post sales client support

 

 

15

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

15

 

 

 

15

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

15

 

Credits related to branch profits

 

 

49

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50

 

 

 

49

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50

 

Derivative financial instruments

 

 

(15

)

 

 

35

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

(1

)

 

 

21

 

 

 

(15

)

 

 

35

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

(1

)

 

 

21

 

Intangibles

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

3

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

3

 

Intangibles arising on business combinations

 

 

(19

)

 

 

6

 

 

 

(45

)

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

(56

)

 

 

(19

)

 

 

6

 

 

 

(45

)

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

(56

)

Branch profit tax

 

 

(78

)

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

(73

)

 

 

(78

)

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

(73

)

SEZ reinvestment reserve

 

 

 

 

 

(12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

(11

)

Others

 

 

22

 

 

 

(8

)

 

 

1

 

 

 

(1

)

 

 

(8

)

 

 

 

 

 

(3

)

 

 

3

 

 

 

22

 

 

 

4

 

 

 

1

 

 

 

(1

)

 

 

(8

)

 

 

 

 

 

(4

)

 

 

14

 

Total Deferred income tax assets / (liabilities)

 

 

101

 

 

 

57

 

 

 

(44

)

 

 

1

 

 

 

 

 

 

1

 

 

 

(13

)

 

 

103

 

 

 

101

 

 

 

57

 

 

 

(44

)

 

 

1

 

 

 

 

 

 

1

 

 

 

(13

)

 

 

103

 


 


The movement in gross deferred income tax assets and liabilities (before set off) for fiscal 2019 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Carrying

value as of

April 1, 2018

 

 

Changes

through

profit

and loss

 

 

Addition

through

business

combination

 

 

Changes

through OCI

 

 

Reclassified

from Held

for Sale

 

 

Translation

difference

 

 

Carrying

value as of

March 31, 2019

 

Deferred income tax assets / (liabilities)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

33

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

38

 

Accrued compensation to employees

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Trade receivables

 

 

22

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

26

 

Compensated absences

 

 

56

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

57

 

Post sales client support

 

 

15

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

15

 

Credits related to branch profits

 

 

52

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49

 

Derivative financial instruments

 

 

2

 

 

 

(16

)

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(15

)

Intangibles

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Intangibles arising on business combinations

 

 

(6

)

 

 

9

 

 

 

(8

)

 

 

 

 

 

(12

)

 

 

(2

)

 

 

(19

)

Branch profit tax

 

 

(77

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(78

)

Others

 

 

14

 

 

 

5

 

 

 

(1

)

 

 

1

 

 

 

4

 

 

 

(1

)

 

 

22

 

Total Deferred income tax assets / (liabilities)

 

 

114

 

 

 

14

 

 

 

(9

)

 

 

 

 

 

(8

)

 

 

(10

)

 

 

101

 

The movement in gross deferred income tax assets and liabilities (before set off) for fiscal 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

Carrying

value as of

April 1, 2017

 

 

Changes

through

profit

and loss

 

 

Changes

through

OCI

 

 

Reclassified

as Held

for Sale

 

 

Translation

difference

 

 

Carrying

value as of

March 31, 2018

 

Deferred income tax assets / (liabilities)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

21

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

33

 

Computer software

 

 

6

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

Accrued compensation to employees

 

 

9

 

 

 

(8

)

 

 

 

 

 

 

 

 

1

 

 

 

2

 

Trade receivables

 

 

21

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

22

 

Compensated absences

 

 

58

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

56

 

Post sales client support

 

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 

Credits related to branch profits

 

 

 

 

 

53

 

 

 

 

 

 

 

 

 

(1

)

 

 

52

 

Derivative financial instruments

 

 

(11

)

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Intangibles

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Intangibles arising on business combinations

 

 

(32

)

 

 

13

 

 

 

 

 

 

13

 

 

 

 

 

 

(6

)

Branch profit tax

 

 

(50

)

 

 

(25

)

 

 

 

 

 

 

 

 

(2

)

 

 

(77

)

Others

 

 

11

 

 

 

2

 

 

 

2

 

 

 

(5

)

 

 

4

 

 

 

14

 

Total Deferred income tax assets / (liabilities)

 

 

51

 

 

 

52

 

 

 

2

 

 

 

8

 

 

 

1

 

 

 

114

 

 

The tax effects of significant temporary differences that resulted in deferred income tax assets and liability is as follows:

 

 

(Dollars in millions)

 

 

(Dollars in millions)

 

 

As of

 

 

As of

 

 

March 31, 2020

 

 

March 31, 2019

 

 

March 31, 2021

 

 

March 31, 2020

 

Deferred income tax assets after set off

 

231

 

 

199

 

 

150

 

 

231

 

Deferred income tax liabilities after set off

 

 

(128

)

 

 

(98

)

 

 

(120

)

 

 

(128

)

 

Deferred income tax assets and deferred income tax liabilities have been offset wherever the Group has a legally enforceable right to set off current income tax assets against current income tax liabilities and where the deferred income tax assets and deferred income tax liabilities relate to income taxes levied by the same taxation authority.

In assessing the reliability of deferred income tax assets, the management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable


income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Group will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

As at March 31, 2021, claims against the Group not acknowledged as debts from the Income tax authorities amounted to $473 million (₹3,462 crore).

As at March 31, 2020, claims against the Group not acknowledged as debts from the Income tax authorities in India amounted to $443$443 million (₹3,353 crore). Amount


The amount paid to statutory authorities against the above tax claims amounted to $834 million (₹6,095 crore) and $707 million (₹5,352 crore)

As as at March 31, 2019, claims against the Group not acknowledged as debts from the Income tax authorities in India amounted to $412 million (₹2,851 crore). Amount paid to statutory authorities against this amounted to $857 million (₹5,924 crore).2021 and March 31, 2020, respectively.

The claims against the Group majorlyprimarily represent demands arising on completion of assessment proceedings under the Income Tax Act, 1961. These claims are on account of multiple issues of disallowances such as disallowance of profits earned from STP Units and SEZ Units, disallowance of deductions in respect of employment of new employees under section 80JJAA, disallowance of expenditure towards software being held as capital in nature, payments made to Associated Enterprises held as liable for withholding of taxes.

These matters are pending before various Appellate Authorities and theAuthorities.

The management including itsthe Company’s tax advisors expect that itsthe Company’s position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Group's financial position and results of operations.

 

2.19 Reconciliation of basic and diluted shares used in computing earnings per equity share

Accounting policy

 

Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Group by the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Group by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

 

The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues including for changes effected prior to the approval of the financial statements by the Board of Directors. 

 

The following is a reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share:

 

 

Year ended March 31,

 

 

Year ended March 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2021

 

 

2020

 

 

2019

 

Basic earnings per equity share - weighted average number of equity shares outstanding (1)(2)

 

 

4,257,754,522

 

 

 

4,347,130,157

 

 

 

4,510,664,644

 

 

 

4,242,416,665

 

 

 

4,257,754,522

 

 

 

4,347,130,157

 

Effect of dilutive common equivalent shares - share options outstanding

 

 

7,389,706

 

 

 

6,290,615

 

 

 

4,483,096

 

 

 

8,315,802

 

 

 

7,389,706

 

 

 

6,290,615

 

Diluted earnings per equity share - weighted average number of equity shares and common equivalent shares outstanding

 

 

4,265,144,228

 

 

 

4,353,420,772

 

 

 

4,515,147,740

 

 

 

4,250,732,467

 

 

 

4,265,144,228

 

 

 

4,353,420,772

 

 

(1)

excludes treasury shares

(2)

adjusted for bonus shares, wherever applicable Refer to Note 2.15


Nil, 13,093 Nil and 134,476Nil number of options to purchase equity shares, had an anti-dilutive effect (adjusted for September 2018 bonus issue) for fiscal 2021, 2020 and 2019, and 2018, respectively.

 


2.20 Related party transactions

List of subsidiaries:

 

 

 

 

 

Holding as of

 

Particulars

 

Country

 

March 31, 2020

 

 

March 31, 2019

 

Infosys Technologies (China) Co. Limited (Infosys China)

 

China

 

 

100.00

%

 

 

100.00

%

Infosys Technologies S. de R. L. de C. V. (Infosys Mexico)

 

Mexico

 

 

100.00

%

 

 

100.00

%

Infosys Technologies (Sweden) AB. (Infosys Sweden)

 

Sweden

 

 

100.00

%

 

 

100.00

%

Infosys Technologies (Shanghai) Company Limited (Infosys Shanghai)

 

China

 

 

100.00

%

 

 

100.00

%

Infosys Tecnologia DO Brasil LTDA. (Infosys Brasil)(25)

 

Brazil

 

 

 

 

 

100.00

%

Infosys Nova Holdings LLC. (Infosys Nova)

 

U.S.

 

 

100.00

%

 

 

100.00

%

EdgeVerve Systems Limited (EdgeVerve)

 

India

 

 

100.00

%

 

 

100.00

%

Infosys Austria GmbH(1) (formerly Lodestone Management Consultants GmbH)

 

Austria

 

 

100.00

%

 

 

100.00

%

Skava Systems Pvt. Ltd. (Skava Systems)

 

India

 

 

100.00

%

 

 

100.00

%

Kallidus Inc. (Kallidus)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Infosys Chile SpA

 

Chile

 

 

100.00

%

 

 

100.00

%

Infosys Arabia Limited(2)

 

Saudi Arabia

 

 

70.00

%

 

 

70.00

%

Infosys Consulting Ltda.(1)

 

Brazil

 

 

100.00

%

 

 

99.99

%

Infosys CIS LLC(1)(18)(26)

 

Russia

 

 

 

 

 

 

Infosys Luxembourg S.a.r.l (1)(13)

 

Luxembourg

 

 

100.00

%

 

 

100.00

%

Infosys Americas Inc. (Infosys Americas)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Infosys Technologies (Australia) Pty. Limited (Infosys Australia)(3)

 

Australia

 

 

 

 

 

100.00

%

Infosys Public Services, Inc. USA (Infosys Public Services)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Infosys Canada Public Services Inc(19)

 

Canada

 

 

 

 

 

 

Infosys BPM Limited

 

India

 

 

99.99

%

 

 

99.98

%

Infosys (Czech Republic) Limited s.r.o.(4)

 

Czech Republic

 

 

99.99

%

 

 

99.98

%

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

 

Poland

 

 

99.99

%

 

 

99.98

%

Infosys McCamish Systems LLC (4)

 

U.S.

 

 

99.99

%

 

 

99.98

%

Portland Group Pty Ltd(4)

 

Australia

 

 

99.99

%

 

 

99.98

%

Infosys BPO Americas LLC.(4)

 

U.S.

 

 

99.99

%

 

 

99.98

%

Infosys Consulting Holding AG (Infosys Lodestone)

 

Switzerland

 

 

100.00

%

 

 

100.00

%

Lodestone Management Consultants Inc.(5)(11)

 

U.S.

 

 

 

 

 

 

Infosys Management Consulting Pty Limited(5)

 

Australia

 

 

100.00

%

 

 

100.00

%

Infosys Consulting AG(5)

 

Switzerland

 

 

100.00

%

 

 

100.00

%

Infosys Consulting GmbH(5)

 

Germany

 

 

100.00

%

 

 

100.00

%

Infosys Consulting S.R.L.(1)

 

Romania

 

 

100.00

%

 

 

100.00

%

Infosys Consulting SAS(5)

 

France

 

 

100.00

%

 

 

100.00

%

Infosys Consulting s.r.o.(5)

 

Czech Republic

 

 

100.00

%

 

 

100.00

%

Infosys Consulting (Shanghai) Co., Ltd.(formerly Lodestone Management Consultants Co., Ltd)(5)

 

China

 

 

100.00

%

 

 

100.00

%

Infy Consulting Company Ltd(5)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Infy Consulting B.V.(5)

 

The Netherlands

 

 

100.00

%

 

 

100.00

%

Infosys Consulting Sp. z.o.o(32)

 

Poland

 

 

99.99

%

 

 

100.00

%

Lodestone Management Consultants Portugal, Unipessoal, Lda. (5)

 

Portugal

 

 

100.00

%

 

 

100.00

%

Infosys Consulting S.R.L.(5)

 

Argentina

 

 

100.00

%

 

 

100.00

%

Infosys Consulting (Belgium) NV (formerly Lodestone Management Consultants (Belgium) S.A.)(6)

 

Belgium

 

 

99.90

%

 

 

99.90

%

Panaya Inc. (Panaya)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Panaya Ltd.(7)

 

Israel

 

 

100.00

%

 

 

100.00

%

Panaya GmbH(7)

 

Germany

 

 

100.00

%

 

 

100.00

%

Panaya Japan Co. Ltd(7)(31)

 

Japan

 

 

 

 

 

100.00

%

Brilliant Basics Holdings Limited (Brilliant Basics)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Brilliant Basics Limited(8)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Brilliant Basics (MENA) DMCC(8)(26)

 

Dubai

 

 

100.00

%

 

 

100.00

%

Infosys Consulting Pte Limited (Infosys Singapore)(1)

 

Singapore

 

 

100.00

%

 

 

100.00

%

Infosys Middle East FZ LLC(9)

 

Dubai

 

 

100.00

%

 

 

100.00

%

Fluido Oy(9)(14)

 

Finland

 

 

100.00

%

 

 

100.00

%

Fluido Sweden AB (Extero)(15)

 

Sweden

 

 

100.00

%

 

 

100.00

%

Fluido Norway A/S(15)

 

Norway

 

 

100.00

%

 

 

100.00

%

Fluido Denmark A/S(15)

 

Denmark

 

 

100.00

%

 

 

100.00

%

Fluido Slovakia s.r.o(15)

 

Slovakia

 

 

100.00

%

 

 

100.00

%

Fluido Newco AB(15)

 

Sweden

 

 

100.00

%

 

 

100.00

%

Infosys Compaz Pte. Ltd (formerly Trusted Source Pte. Ltd) (16)

 

Singapore

 

 

60.00

%

 

 

60.00

%

Infosys South Africa (Pty) Ltd(9)(17)

 

South Africa

 

 

100.00

%

 

 

 

WongDoody Holding Company Inc. (WongDoody) (10)

 

U.S.

 

 

100.00

%

 

 

100.00

%

WDW Communications, Inc(12)

 

U.S.

 

 

100.00

%

 

 

100.00

%

WongDoody, Inc(12)

 

U.S.

 

 

100.00

%

 

 

100.00

%

HIPUS Co. Ltd. (formerly Hitachi Procurement Service Co. Ltd)(20)

 

Japan

 

 

81.00

%

 

 

 

Stater N.V.(21)

 

The Netherlands

 

 

75.00

%

 

 

 

Stater Nederland B.V.(22)

 

The Netherlands

 

 

75.00

%

 

 

 

Stater Duitsland B.V.(22)

 

The Netherlands

 

 

75.00

%

 

 

 

Stater XXL B.V.(22)

 

The Netherlands

 

 

75.00

%

 

 

 

HypoCasso B.V.(22)

 

The Netherlands

 

 

75.00

%

 

 

 

Stater Participations B.V.(22)

 

The Netherlands

 

 

75.00

%

 

 

 

 

 

 

 

Holding as of

 

 

 

Country

 

March 31, 2021

 

 

March 31, 2020

 

Infosys Technologies (China) Co. Limited (Infosys China)

 

China

 

 

100.00

%

 

 

100.00

%

Infosys Technologies S. de R. L. de C. V. (Infosys Mexico)

 

Mexico

 

 

100.00

%

 

 

100.00

%

Infosys Technologies (Sweden) AB. (Infosys Sweden)

 

Sweden

 

 

100.00

%

 

 

100.00

%

Infosys Technologies (Shanghai) Company Limited (Infosys Shanghai)

 

China

 

 

100.00

%

 

 

100.00

%

Infosys Tecnologia DO Brasil LTDA. (Infosys Brasil)(18)

 

Brazil

 

 

 

 

 

 

Infosys Nova Holdings LLC. (Infosys Nova)

 

U.S.

 

 

100.00

%

 

 

100.00

%

EdgeVerve Systems Limited (EdgeVerve)

 

India

 

 

100.00

%

 

 

100.00

%

Infosys Austria GmbH

 

Austria

 

 

100.00

%

 

 

100.00

%

Skava Systems Pvt. Ltd. (Skava Systems)(44)

 

India

 

 

100.00

%

 

 

100.00

%

Kallidus Inc. (Kallidus)(45)

 

U.S.

 

 

 

 

 

100.00

%

Infosys Chile SpA

 

Chile

 

 

100.00

%

 

 

100.00

%

Infosys Arabia Limited(2)

 

Saudi Arabia

 

 

70.00

%

 

 

70.00

%

Infosys Consulting Ltda.(1)

 

Brazil

 

 

100.00

%

 

 

100.00

%

Infosys CIS LLC(1)(19)

 

Russia

 

 

 

 

 

 

Infosys Luxembourg S.a.r.l

 

Luxembourg

 

 

100.00

%

 

 

100.00

%

Infosys Americas Inc., (Infosys Americas)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Infosys Technologies (Australia) Pty. Limited (Infosys Australia)(3)

 

Australia

 

 

 

 

 

 

Infosys Public Services, Inc. USA (Infosys Public Services)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Infosys Canada Public Services Inc(49)

 

Canada

 

 

 

 

 

 

Infosys BPM Limited

 

India

 

 

99.99

%

 

 

99.99

%

Infosys (Czech Republic) Limited s.r.o.(4)

 

Czech Republic

 

 

99.99

%

 

 

99.99

%

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

 

Poland

 

 

99.99

%

 

 

99.99

%

Infosys McCamish Systems LLC(4)

 

U.S.

 

 

99.99

%

 

 

99.99

%

Portland Group Pty Ltd(4)

 

Australia

 

 

99.99

%

 

 

99.99

%

Infosys BPO Americas LLC(4)

 

U.S.

 

 

99.99

%

 

 

99.99

%

Infosys Consulting Holding AG (Infosys Lodestone)

 

Switzerland

 

 

100.00

%

 

 

100.00

%

Infosys Management Consulting Pty Limited(5)

 

Australia

 

 

100.00

%

 

 

100.00

%

Infosys Consulting AG(5)

 

Switzerland

 

 

100.00

%

 

 

100.00

%

Infosys Consulting GmbH(5)

 

Germany

 

 

100.00

%

 

 

100.00

%

Infosys Consulting S.R.L.(1)

 

Romania

 

 

100.00

%

 

 

100.00

%

Infosys Consulting SAS(5)

 

France

 

 

100.00

%

 

 

100.00

%

Infosys Consulting s.r.o. v likvidaci (formerly Infosys Consulting s.r.o.)(5)(48)

 

Czech Republic

 

 

100.00

%

 

 

100.00

%

Infosys Consulting (Shanghai) Co., Ltd.(5)(48)

 

China

 

 

100.00

%

 

 

100.00

%

Infy Consulting Company Ltd(5)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Infy Consulting B.V.(5)

 

The Netherlands

 

 

100.00

%

 

 

100.00

%

Infosys Consulting Sp. z.o.o(24)(32)

 

Poland

 

 

 

 

 

99.99

%

Lodestone Management Consultants Portugal, Unipessoal, Lda.(5)(37)

 

Portugal

 

 

 

 

 

100.00

%

Infosys Consulting S.R.L.(5)

 

Argentina

 

 

100.00

%

 

 

100.00

%

Infosys Consulting (Belgium) NV(6)

 

Belgium

 

 

99.90

%

 

 

99.90

%

Panaya Inc. (Panaya)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Panaya Ltd.(7)

 

Israel

 

 

100.00

%

 

 

100.00

%

Panaya GmbH(7)

 

Germany

 

 

100.00

%

 

 

100.00

%

Panaya Japan Co. Ltd(7)(23)

 

Japan

 

 

 

 

 

 

Brilliant Basics Holdings Limited (Brilliant Basics)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Brilliant Basics Limited(8)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Brilliant Basics (MENA) DMCC(8)(25)

 

Dubai

 

 

 

 

 

100.00

%

Infosys Consulting Pte Limited (Infosys Singapore)(1)

 

Singapore

 

 

100.00

%

 

 

100.00

%

Infosys Middle East FZ LLC(9)

 

Dubai

 

 

100.00

%

 

 

100.00

%

Fluido Oy(9)

 

Finland

 

 

100.00

%

 

 

100.00

%

Fluido Sweden AB (Extero)(12)

 

Sweden

 

 

100.00

%

 

 

100.00

%

Fluido Norway A/S(12)

 

Norway

 

 

100.00

%

 

 

100.00

%

Fluido Denmark A/S(12)

 

Denmark

 

 

100.00

%

 

 

100.00

%

Fluido Slovakia s.r.o(12)

 

Slovakia

 

 

100.00

%

 

 

100.00

%

Fluido Newco AB(12)(39)

 

Sweden

 

 

 

 

 

100.00

%

Infosys Compaz Pte. Ltd (10)

 

Singapore

 

 

60.00

%

 

 

60.00

%

Infosys South Africa (Pty) Ltd(9)

 

South Africa

 

 

100.00

%

 

 

100.00

%

WongDoody Holding Company Inc. (WongDoody)(1)

 

U.S.

 

 

100.00

%

 

 

100.00

%

WDW Communications, Inc(11)

 

U.S.

 

 

100.00

%

 

 

100.00

%

WongDoody, Inc(11)

 

U.S.

 

 

100.00

%

 

 

100.00

%

HIPUS Co., Ltd (formerly Hitachi procurement Service Co. Ltd)(10)(13)

 

Japan

 

 

81.00

%

 

 

81.00

%

Stater N.V.(10)(14)

 

The Netherlands

 

 

75.00

%

 

 

75.00

%

Stater Nederland B.V.(15)

 

The Netherlands

 

 

75.00

%

 

 

75.00

%

Stater Duitsland B.V.(15)(41)

 

The Netherlands

 

 

 

 

 

75.00

%

Stater XXL B.V.(15)

 

The Netherlands

 

 

75.00

%

 

 

75.00

%

HypoCasso B.V.(15)

 

The Netherlands

 

 

75.00

%

 

 

75.00

%

Stater Participations B.V.(15)

 

The Netherlands

 

 

75.00

%

 

 

75.00

%


Stater Deutschland Verwaltungs-GmbH(23)

Germany

75.00

%

Stater Deutschland GmbH & Co. KG(23)

Germany

75.00

%

Stater Belgium N.V./S.A.(24)

Belgium

53.99

%

Outbox Systems Inc. dba Simplus (US)(27)

U.S.

100.00

%

Simplus North America Inc.(28)

Canada

100.00

%

Simplus ANZ Pty Ltd.(28)

Australia

100.00

%

Simplus Australia Pty Ltd(30)

Australia

100.00

%

Sqware Peg Digital Pty Ltd(30)

Australia

100.00

%

Simplus Philippines, Inc.(28)

Philippines

100.00

%

Simplus Europe, Ltd.(28)

U.K.

100.00

%

Simplus U.K., Ltd.(29)

U.K.

100.00

%

Simplus Ireland, Ltd.(29)

Ireland

100.00

%

Stater Deutschland Verwaltungs-GmbH(16)(40)

 

Germany

 

 

 

 

 

75.00

%

Stater Deutschland GmbH & Co. KG(16)(40)

 

Germany

 

 

 

 

 

75.00

%

Stater Belgium N.V./S.A.(17)(42)

 

Belgium

 

 

75.00

%

 

 

53.99

%

Outbox systems Inc. dba Simplus (US)(20)

 

U.S.

 

 

100.00

%

 

 

100.00

%

Simplus North America Inc.(21)

 

Canada

 

 

100.00

%

 

 

100.00

%

Simplus ANZ Pty Ltd.(21)

 

Australia

 

 

100.00

%

 

 

100.00

%

Simplus Australia Pty Ltd(22)

 

Australia

 

 

100.00

%

 

 

100.00

%

Sqware Peg Digital Pty Ltd(22)

 

Australia

 

 

100.00

%

 

 

100.00

%

Simplus Philippines, Inc.(21)

 

Philippines

 

 

100.00

%

 

 

100.00

%

Simplus Europe, Ltd.(21)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Infosys Fluido UK, Ltd. (formerly Simplus U.K., Ltd)(12)(26)

 

U.K.

 

 

100.00

%

 

 

100.00

%

Infosys Fluido Ireland, Ltd. (formerly Simplus Ireland, Ltd)(12)(26)

 

Ireland

 

 

100.00

%

 

 

100.00

%

Infosys Limited Bulgaria EOOD(1)(27)

 

Bulgaria

 

 

100.00

%

 

 

 

Kaleidoscope Animations, Inc.(30)

 

U.S.

 

 

100.00

%

 

 

 

Kaleidoscope Prototyping LLC(31)

 

U.S.

 

 

100.00

%

 

 

 

GuideVision s.r.o.(28)

 

Czech Republic

 

 

100.00

%

 

 

 

GuideVision Deutschland GmbH(29)

 

Germany

 

 

100.00

%

 

 

 

GuideVision Suomi Oy(29)

 

Finland

 

 

100.00

%

 

 

 

GuideVision Magyarország Kft(29)

 

Hungary

 

 

100.00

%

 

 

 

GuideVision Polska SP.Z.O.O(29)

 

Poland

 

 

100.00

%

 

 

 

GuideVision UK Ltd(29)

 

U.K.

 

 

100.00

%

 

 

 

Beringer Commerce Inc(33)

 

U.S.

 

 

100.00

%

 

 

 

Beringer Capital Digital Group Inc(33)

 

U.S.

 

 

100.00

%

 

 

 

Mediotype LLC(34)

 

U.S.

 

 

100.00

%

 

 

 

Beringer Commerce Holdings LLC(34)

 

U.S.

 

 

100.00

%

 

 

 

SureSource LLC(35)

 

U.S.

 

 

100.00

%

 

 

 

Blue Acorn LLC(35)

 

U.S.

 

 

100.00

%

 

 

 

Simply Commerce LLC(35)

 

U.S.

 

 

100.00

%

 

 

 

iCiDIGITAL LLC(36)

 

U.S.

 

 

100.00

%

 

 

 

Infosys BPM UK Limited(4)(38)

 

U.K.

 

 

 

 

 

 

Infosys Turkey Bilgi Teknolojikeri Limited Sirketi(1)(43)

 

Turkey

 

 

 

 

 

 

Infosys Germany Holding GmbH(1)(46)(47)

 

Germany

 

 

100.00

%

 

 

 

 

(1)

Wholly-ownedWholly owned subsidiary of Infosys Limited

(2)

Majority owned and controlled subsidiary of Infosys Limited

(3)(3)

Liquidated effective November 17, 2019

(4)(4)

Wholly owned subsidiary of Infosys BPM

(5)(5)

Wholly owned subsidiary of Infosys Consulting Holding AG

(6)(6)

Majority owned and controlled subsidiariessubsidiary of Infosys Consulting Holding AG

(7)(7)

Wholly owned subsidiary of Panaya Inc. 

(8)(8)

Wholly-ownedWholly owned subsidiary of Brilliant Basics Holding Limited.Limited

(9)(9)

Wholly-ownedWholly owned subsidiary of Infosys Consulting Pte Ltd

(10)

On May 22, 2018, Infosys acquired 100% of the voting interest in WongDoody

(11)

Liquidated effective May 4, 2018

(12)

Wholly-ownedMajority owned and controlled subsidiary of WongDoody

(13)

Incorporated effective August 6, 2018

(14)

On October 11, 2018, Infosys Consulting Pte. Ltd  acquired 100% of the voting interests in Fluido Oy and its subsidiaries

(15)

Wholly-owned subsidiary of Fluido Oy

(16)

On November 16, 2018, Infosys Consulting Pte. Ltd, acquired 60% of the voting interest in Infosys Compaz Pte. Ltd

(17)

Incorporated effective December 19, 2018

(18)

Incorporated effective November 29, 2018

(19)

Incorporated effective November 27, 2018, wholly owned subsidiary Infosys Public Services Inc

(20)11)

Wholly owned subsidiary of WongDoody  

(12)

Wholly owned subsidiary of Fluido Oy   

(13)

On April 1, 2019, Infosys Consulting Pte. Ltd, acquired 81% of the ownership and voting interests in HIPUS Co., Ltd Japan

(formerly Hitachi Procurement Service Co. Ltd)

(21)(14)

On May 23, 2019, Infosys Consulting Pte. Ltd, acquired 75% of the voting interests in Stater N.V.

(22)(15)

MajorityWholly owned and controlled subsidiariessubsidiary of Stater N.V.

(23)(16)

MajorityWholly owned and controlled subsidiariessubsidiary of Stater Duitsland B.V.

(2417)

Majority owned and controlled subsidiariessubsidiary of Stater Participations B.V.

(25)(18)

Effective October 1, 2019, merged into Infosys Consulting Ltda, a Whollywholly owned subsidiary of Infosys Ltd.

(26)(19)

Under LiquidationLiquidated effective January 28, 2021

(27)(20)

On March 13, 2020, Infosys Nova Holdings LLC, acquired 100% of the voting interests in Outbox Systems Inc. dba Simplus (US)

(28)(21)

Wholly-ownedWholly owned subsidiary of Outbox Systems Inc.

(29)(22)

Wholly-ownedWholly owned subsidiary of Simplus Europe, Ltd.ANZ Pty Ltd

(30)(

Wholly-owned subsidiary of Simplus ANZ Pty Ltd.

(31)23)

Liquidated effective October 31, 2019

(32)(24)

On February 20, 2020, Infosys Poland, Sp z.o.o, a wholly owned subsidiary of Infosys BPM acquired 100% of the voting interests in Infosys Consulting Sp. z.o.o, a wholly owned subsidiary of Infosys Consulting Holding AG (formerly Lodestone Holding AG)

(25)

Liquidated effective July 17, 2020


(26)

On June 1, 2020, Fluido Oy, acquired 100% of the voting interests in Infosys Fluido UK, Ltd (formerly Simplus U.K., Ltd) and Infosys Fluido Ireland, Ltd. (formerly Simplus Ireland, Ltd) from Simplus Europe, Ltd

(27)

Incorporated effective September 11, 2020

(28)

On October 1, 2020, Infy Consulting Company Limited acquired 100% of voting interests in GuideVision s.r.o

(29)

Wholly owned subsidiary of GuideVision s.r.o.

(30)

On October 9, 2020, Infosys Nova Holdings LLC, acquired 100% voting interest in Kaleidoscope Animations, Inc.

(31)

Wholly owned subsidiary of Kaleidoscope Animations, Inc.

(32)

Merged with Infosys Poland Sp. z.o.o, effective October 21, 2020

(33)

On October 27, 2020, Infosys Nova Holding LLC, a wholly owned subsidiary of Infosys Limited, acquired 100% voting interest in Beringer Commerce Inc and Beringer Capital Digital Group Inc

(34)

Wholly owned subsidiary of Beringer Commerce Inc

(35)

Wholly owned subsidiary of Beringer Commerce Holdings LLC

(36)

Wholly owned subsidiary of Beringer Capital Digital Group Inc.

(37)

Liquidated effective November 19, 2020

(38)

Incorporated effective December 9, 2020

(39)

Merged into Fluido Sweden AB (Extero), effective December 18, 2020

(40)

Merged into Stater Duitsland B.V., effective December 18, 2020

(41)

Merged with Stater N.V., effective December 23, 2020

(42)

On December 29, 2020, Stater Participation B.V acquired non-controlling interest of 28.01% of the voting interests in Stater Belgium NV/SA

(43)

Incorporated on December 30, 2020

(44)

On March 29, 2021, the shareholders of Skava have approved to voluntarily liquidate the affairs of the Company. Accordingly, Skava will complete the process of voluntary liquidation pursuant to Section 59 of the Insolvency and Bankruptcy Code of 2016 and applicable provisions of the Companies Act, 2013

(45)

Liquidated effective March 9, 2021

(46)

Incorporated on March 23, 2021

(47)

On March 28, 2021, Infosys Limited and Infosys Germany Holding GmbH registered Infosys Automotive and Mobility GmbH & Co. KG, a partnership firm

(48)

Under liquidation

(49)

Wholly owned subsidiary of Infosys Public Services, Inc.

 

Infosys has provided guarantee for performance of certain contracts entered into by its subsidiaries.

Associate

During fiscal 2018, the Company has written down the entire carrying value of the investment in its associate DWA Nova LLC amounting to $11 million. DWA Nova LLC has been liquidated w.e.f. November 17, 2017


List of other related parties:

 

Particulars

Country

Nature of relationship

Infosys Limited Employees'Employees’ Gratuity Fund Trust

India

Post-employment benefit plan of Infosys

Infosys Limited Employees'Employees’ Provident Fund Trust

India

Post-employment benefit plan of Infosys

Infosys Limited Employees'Employees’ Superannuation Fund Trust

India

Post-employment benefit plan of Infosys

Infosys BPM Limited Employees’ Superannuation Fund Trust

India

Post-employment benefit plan of Infosys BPM

Infosys BPM Limited Employees’ Gratuity Fund Trust

India

Post-employment benefit plan of Infosys BPM

EdgeVerve Systems Limited Employees’ Gratuity Fund Trust

India

Post-employment benefit plan of EdgeVerve

EdgeVerve Systems Limited Employees’ Superannuation Fund Trust

India

Post-employment benefit plan of EdgeVerve

Infosys Employees’ Welfare Trust

India

Controlled Trust

Infosys Employee Benefits Trust

India

Controlled Trust

Infosys Expanded Stock Ownership Trust*

India

Controlled Trust

Infosys Science Foundation

India

Controlled Trust

 

*

Registered on May 15, 2019

 

Refer to Note 2.14 for information on transactions relating to the post-employment benefit plans mentioned above.


List of Key Managerial Personnel (KMP)

Whole-time directors

Salil Parekh, was appointed as Chief Executive Officer and Managing Director effective January 2, 2018. The appointment is for a term of 5 years with effect from January 2, 2018 to January 1, 2023 and the remuneration is approved by shareholders through postal ballot dated February 20, 2018.

U. B. Pravin Rao, Chief Operating officer was appointed as Interim-Chief Executive Officer and Managing Director effective August 18, 2017. Subsequently he stepped down as the interim CEO and Managing Director effective January 2, 2018 and to continue as Chief Operating Officer and a whole-time director of the Company.

Dr. Vishal Sikka resigned as Chief Executive Officer and Managing Director effective August 18, 2017 and as Executive Vice Chairman effective August 24, 2017

Non-whole-time directors

Nandan M. Nilekani (appointed as Non-executive and Non‑independent Chairman effective August 24, 2017)

Kiran Mazumdar-Shaw

D. Sundaram

Michael Gibbs was appointed as an Independent Director

Uri Levine (appointed effective April 20, 2020)

Bobby Parikh (appointed effective July 13, 201815, 2020)

Ravi Venkatesan, resigned from his position as Co-ChairmanChitra Nayak (appointed effective August 24, 2017 and resigned as member of the Board effective May 11, 2018.

Kiran Mazumdar-Shaw (appointed as Lead independent Director effective April 13, 2018)March 25, 2021)

Roopa Kudva (retired as member of the Board effective February 3, 2020)

Dr. Punita Kumar-Sinha

D.N. Prahlad (resigned effective April 20, 2020)

D. Sundaram (appointedDr. Punita Kumar-Sinha (retired effective July 14, 2017)January 13, 2021)

Prof. Jeffrey Lehman, (resigned effective August 24, 2017)


R. Seshasayee (resigned effective August 24, 2017)

Prof. John Etchemendy (resigned effective August 24, 2017)

Uri Levine (appointed effective April 20, 2020)

Executive Officers

Nilanjan Roy was appointed as Chief Financial Officer effective March 1, 2019

Jayesh Sanghrajka was appointed as Interim Chief Financial Officer effective November 17, 2018. He resumed his responsibilities as Deputy Chief Financial Officer effective March 1, 2019.

M.D. Ranganath resigned as Chief Financial Officer effective November 16, 2018.

Inderpreet Sawhney, Group general Counsel and Chief Compliance Officer (appointed as executive officer effective July 14, 2017)

Gopi Krishnan Radhakrishnan, Acting General Counsel (resigned effective June 24, 2017)

Ravi Kumar S, President and Deputy Chief Operating Officer

Mohit Joshi, President

Rajesh K. Murthy, President (appointed effective October 13, 2016Inderpreet Sawhney, Group General Counsel and resigned effective January 31, 2018)Chief Compliance Officer

Nilanjan Roy, Chief Financial Officer

Krishnamurthy Shankar, Group Head-Human Resources and Infosys Leadership Institute

Transactions with Key Managerial Personnel (KMP)

The table below describes the related party transactions with key management personnel which comprises directors and executive officers under IAS 24:

 

(Dollars in millions)

(Dollars in millions)

(Dollars in millions)

Particulars

 

Year ended March 31,

 

Year ended March 31,

 

2020

 

2019

 

2018

 

2021

 

 

2020

 

2019

Salaries and other employee benefits to whole-time directors and executive officers(3)(2)

 

17

 

14

 

8

 

19

 

 

17

 

14

Commission and other benefits to non-executive / independent directors

 

1

 

1

 

2

 

1

 

 

1

 

1

Total

 

18

 

15

 

10

 

 

20

 

 

18

 

15

 

(1)

Includes employee stock compensation expense of $10 million, $8 million and $5 million for fiscal 2021, 2020 and 2019, and reversal of employee stock compensation expense of $2 million for fiscal 2018respectively towards key managerial personnel (Refer to Note 2.17).


(2)(

Included a reversal of stock compensation cost of $5 million for fiscal 2018 towards forfeiture of stock incentives granted to Dr. Vishal Sikka (ex-CEO) upon his resignation. (Refer to Note 2.17)

(3)2)

Does not include post-employment benefit based on actuarial valuation as this is done for the Company as a whole.

 

2.21 Segment reporting

 

IFRS 8 establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. The Group's operations predominantly relate to providing end-to-end business solutions to enable clients to enhance business performance.

 

During fiscal 2019, the Group internally reorganized some of its business segments to deepen customer relationships, improve focus of sales investments and increase management oversight. Consequent to the internal


reorganization, there were changes in the reportable business segments based on “Management approach” as defined under IFRS 8, Operating Segments. Therefore, enterprises in Insurance which was earlier considered under the Life Sciences, Healthcare and Insurance business segment are now considered under the Financial Services business segment and enterprises in Communication, Telecom OEM and Media which was earlier under Energy & Utilities, Communication and Services is shown as a separate business segment. Segmental operating income has changed in line with these as well as changes in the allocation method. The chief operating decision maker (CODM) evaluates the Group's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along business segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments and are as set out in the accounting policies.

 

Business segments of the Group are primarily enterprises in Financial Services and Insurance, enterprises in Manufacturing, enterprises in Retail, Consumer Packaged Goods and Logistics, enterprises in the Energy, Utilities, Resources and Services, enterprises in Communication, Telecom OEM and Media, enterprises in Hi-Tech, enterprises in Life Sciences and Healthcare and all other segments. The Financial Services reportable segments has been aggregated to include the Financial Services operating segment and Finacle operating segment because of the similarity of the economic characteristics. All other segments represent the operating segments of businesses in India, Japan, China, Infosys Public Services & other enterprises in Public Services. Consequent to the above change in the composition of reportable business segments, the prior year comparatives for fiscal 2018 have been restated.

 

Revenue and identifiable operating expenses in relation to segments are categorized based on items that are individually identifiable to that segment. Revenue for 'all other segments' represents revenue generated by Infosys Public Services and revenue generated from customers located in India, Japan and China and other enterprises in Public Services. Allocated expenses of segments include expenses incurred for rendering services from the Group's offshore software development centers and on-site expenses, which are categorized in relation to the associated efforts of the segment. Certain expenses such as depreciation and amortization, which form a significant component of total expenses, are not specifically allocable to specific segments as the underlying assets are used interchangeably. The management believes that it is not practical to provide segment disclosures relating to those costs and expenses, and accordingly these expenses are separately disclosed as "unallocated" and adjusted against the total income of the Group.

 

Assets and liabilities used in the Group's business are not identified to any of the reportable segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

Business segment revenue information is collated based on individual customers invoiced or in relation to which the revenue is otherwise recognized.

Disclosure of revenue by geographic locations is given in note 2.11 Revenue from operationsoperations.


2.21.1 Business segments

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

Year ended March 31, 2020

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Year ended March 31, 2021

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Revenues

 

 

4,029

 

 

 

1,976

 

 

 

1,687

 

 

 

1,652

 

 

 

1,285

 

 

 

981

 

 

 

822

 

 

 

348

 

 

 

12,780

 

 

 

4,399

 

 

 

1,991

 

 

 

1,703

 

 

 

1,692

 

 

 

1,275

 

 

 

1,155

 

 

 

927

 

 

 

419

 

 

 

13,561

 

Identifiable operating expenses

 

 

2,109

 

 

 

984

 

 

 

998

 

 

 

860

 

 

 

703

 

 

 

581

 

 

 

452

 

 

 

209

 

 

 

6,896

 

 

 

2,378

 

 

 

937

 

 

 

991

 

 

 

877

 

 

 

674

 

 

 

648

 

 

 

475

 

 

 

259

 

 

 

7,239

 

Allocated expenses

 

 

893

 

 

 

399

 

 

 

348

 

 

 

340

 

 

 

293

 

 

 

175

 

 

 

168

 

 

 

130

 

 

 

2,746

 

 

 

813

 

 

 

363

 

 

 

335

 

 

 

335

 

 

 

255

 

 

 

176

 

 

 

161

 

 

 

118

 

 

 

2,556

 

Segment profit

 

 

1,027

 

 

 

593

 

 

 

341

 

 

 

452

 

 

 

289

 

 

 

225

 

 

 

202

 

 

 

9

 

 

 

3,138

 

 

 

1,208

 

 

 

691

 

 

 

377

 

 

 

480

 

 

 

346

 

 

 

331

 

 

 

291

 

 

 

42

 

 

 

3,766

 

Unallocable expenses*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

441

 

Operating profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,325

 

Other income, net (refer note no. 2.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

395

 

Finance cost (Refer Note 2.8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24

)

Other income, net (Refer to Note 2.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

297

 

Finance cost (Refer to Note 2.8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26

 

Profit before Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,596

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

973

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,623

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

441

 

Non-cash expenses other than depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Year ended March 31, 2020

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Revenues

 

 

4,029

 

 

 

1,976

 

 

 

1,687

 

 

 

1,652

 

 

 

1,285

 

 

 

981

 

 

 

822

 

 

 

348

 

 

 

12,780

 

Identifiable operating expenses

 

 

2,109

 

 

 

984

 

 

 

998

 

 

 

860

 

 

 

703

 

 

 

581

 

 

 

452

 

 

 

209

 

 

 

6,896

 

Allocated expenses

 

 

893

 

 

 

399

 

 

 

348

 

 

 

340

 

 

 

293

 

 

 

175

 

 

 

168

 

 

 

130

 

 

 

2,746

 

Segment profit

 

 

1,027

 

 

 

593

 

 

 

341

 

 

 

452

 

 

 

289

 

 

 

225

 

 

 

202

 

 

 

9

 

 

 

3,138

 

Unallocable expenses*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

414

 

Operating profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,724

 

Other income, net (Refer to Note 2.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

395

 

Finance cost (Refer to Note 2.8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24

 

Profit before Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,095

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

757

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,338

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

407

 

Non-cash expenses other than depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 


 

*

Unallocable expenses for the year ended March 31, 2021 and March 31, 2020 includes amortization on ROU assets consequent to adoption of IFRS- 16 - Leases effective April 1, 2019

 

(Dollars in millions)

 

Year ended March 31, 2019

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Revenues

 

 

3,778

 

 

 

1,935

 

 

 

1,488

 

 

 

1,483

 

 

 

1,163

 

 

 

882

 

 

 

743

 

 

 

327

 

 

 

11,799

 

Identifiable operating expenses

 

 

2,021

 

 

 

974

 

 

 

816

 

 

 

808

 

 

 

644

 

 

 

506

 

 

 

394

 

 

 

202

 

 

 

6,365

 

Allocated expenses

 

 

775

 

 

 

385

 

 

 

312

 

 

 

312

 

 

 

255

 

 

 

154

 

 

 

147

 

 

 

109

 

 

 

2,449

 

Segment profit

 

 

982

 

 

 

576

 

 

 

360

 

 

 

363

 

 

 

264

 

 

 

222

 

 

 

202

 

 

 

16

 

 

 

2,985

 

Unallocable expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

289

 

Operating profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,696

 

Other income, net (refer note no. 2.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

411

 

Reduction in the fair value of Disposal Group held for sale (Refer Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39

)

Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale" (Refer Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65

)

Profit before Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,003

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

803

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,200

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

287

 

Non-cash expenses other than depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107

 


 

(Dollars in millions)

(Dollars in millions)

 

(Dollars in millions)

 

Year ended March 31, 2018

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Year ended March 31, 2019

 

Financial Services(1)

 

 

Retail(2)

 

 

Communication(3)

 

 

Energy,

Utilities,

resources

and Services

 

 

Manufacturing

 

 

Hi Tech

 

 

Life

Sciences(4)

 

 

Others(5)

 

 

Total

 

Revenues

 

 

3,594

 

 

 

1,760

 

 

 

1,378

 

 

 

1,287

 

 

 

1,035

 

 

 

796

 

 

729

 

 

 

360

 

 

 

10,939

 

 

 

3,778

 

 

 

1,935

 

 

 

1,488

 

 

 

1,483

 

 

 

1,163

 

 

 

882

 

 

 

743

 

 

 

327

 

 

 

11,799

 

Identifiable operating expenses

 

 

1,876

 

 

 

878

 

 

 

702

 

 

 

652

 

 

 

602

 

 

 

431

 

 

 

378

 

 

 

208

 

 

 

5,727

 

 

 

2,021

 

 

 

974

 

 

 

816

 

 

 

808

 

 

 

644

 

 

 

506

 

 

 

394

 

 

 

202

 

 

 

6,365

 

Allocated expenses

 

731

 

 

371

 

 

269

 

 

261

 

 

235

 

 

140

 

 

135

 

 

122

 

 

 

2,264

 

 

 

775

 

 

 

385

 

 

 

312

 

 

 

312

 

 

 

255

 

 

 

154

 

 

 

147

 

 

 

109

 

 

 

2,449

 

Segment profit

 

 

987

 

 

 

511

 

 

 

407

 

 

 

374

 

 

 

198

 

 

 

225

 

 

 

216

 

 

 

30

 

 

 

2,948

 

 

 

982

 

 

 

576

 

 

 

360

 

 

 

363

 

 

 

264

 

 

 

222

 

 

 

202

 

 

 

16

 

 

 

2,985

 

Unallocable expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

289

 

Operating profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,659

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,696

 

Other income, net (refer note no. 2.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

513

 

Reduction in the fair value of Disposal Group held for sale (Refer Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18

)

Share in associate's profit / (loss) including impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

Other income, net (Refer to Note 2.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

411

 

Reduction in the fair value of Disposal Group held for sale (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39

)

Adjustment in respect of excess of carrying amount over recoverable amount on reclassification from "Held for Sale" (Refer to Note 2.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65

)

Profit before Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,003

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

803

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,200

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

287

 

Non-cash expenses other than depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107

 

 

(1)

Financial Services include enterprises in Financial Services and Insurance

(2)

Retail includes enterprises in Retail, Consumer Packaged Goods and Logistics

(3)

Communication includes enterprises in Communication, Telecom OEM and Media

(4)

Life Sciences includes enterprises in Life sciences and Health care

(5)

Others include operating segments of businesses in India, Japan, China, Infosys Public Services & other enterprises in Public Services

 

2.21.2 Significant clients

No client individually accounted for more than 10% of the revenues for fiscal 2021, 2020 2019 and 2018.2019.

2.22 Litigation

The Company received certain anonymous whistleblower complaints. The Audit Committee appointed an external legal counsel to conduct an independent investigation into the whistleblower allegations and the same was disclosed to the Stock Exchanges and the Securities and Exchange Commission (SEC) on Form 6-K on October 22, 2019. The outcome of the investigation did not result in restatement of previously issued financial statements and this was disclosed in a press release which was filed with the Stock Exchanges and SEC on Form 6-K on January 10,2020. The Company cooperated with an investigation by the SEC in regard to the whistleblower matter. In March 2020, the Company received notification from the SEC, that the SEC has concluded its investigation and the Company does not anticipate any further action by the SEC on this matter. Further, the Company has responded to all the inquires received from the Indian regulatory authorities and will continue to cooperate with the authorities for any additional requests for information.

Additionally, in October 2019, a purported class action lawsuit was filed in the United States District Court for the Eastern District of New York against the Company and certain of its current and former officers purportedly for violations of the US federal securities laws. On May 21, 2020, the plaintiff filed a stipulation which voluntarily dismissed the action without prejudice.

The companyGroup is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Group’s management does not reasonably expectexpects that these legal actions, when ultimately concluded and determined, will not have a material and adverse effect on the company’sGroup’s results of operations or financial condition.


Item 19. Exhibits

 

Exhibit number

 

Description of document

**1.1

 

Articles of Association of the Registrant, as amended

**********1.2

 

Memorandum of Association of the Registrant, as amended

****1.3

 

Certificate of Incorporation of the Registrant, as currently in effect

2.1

 

Description of Securities Registered Under Section 12 of the Exchange Act

******4.1

 

Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas and holders from time to time of American Depositary Receipts issued thereunder (including as an exhibit, the form of American Depositary Receipt)(incorporated by reference to the document previously filed as Exhibit 99 (A) to Form F-6 POS filed with the Securities and Exchange Commission on June 28, 2017

*******4.2

 

Registrant’s 2011 RSU Plan

***4.3

 

Registrant’s 2015 Stock Incentive Compensation Plan

*********4.4

 

Registrant’s Infosys Expanded Stock Ownership Program – 2019

*****4.5

 

Employees Welfare Trust Deed of Registrant Pursuant to Employee Stock Offer Plan (P)

***********4.6

 

Infosys Expanded Stock Ownership Trust Deed

********4.7

 

Form of Indemnification Agreement

**4.8

 

Form of Employment Agreement with the Chief Operating Officer

***********4.9

 

Addendum to Employment Agreement with the Chief Operating Officer

*4.10

 

Form of Employment Agreement with the Chief Executive Officer

***********4.11

 

Addendum to Employment Agreement with the Chief Executive Officer

4.12

 

Overview of Executive Leadership Compensation

8.1

 

List of Subsidiaries

*11.2

 

Code of Conduct and Ethics

12.1

 

Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

12.2

 

Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

13.1

 

Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002

13.2

 

Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

*****15.1

 

Registrant’s Specimen Certificate for Equity Shares (P)

*15.8

Certain Tax considerations for non-resident shareholders related to the buyback

15.9

 

Consent of Independent Registered Public Accounting Firm

**15.10

 

Dividend Distribution Policy

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

*

*

Incorporated by reference to exhibits filed with Registrant’s Annual Report on Form 20-F filed on July 19, 2018.

**

Incorporated by reference to exhibits filed with the Registrant’s Annual Report on Form 20-F filed on June 12, 2017.

***

Incorporated by reference to exhibits filed with the Registrant’s Annual Report on Form 20-F filed on May 18, 2016.

****

Incorporated by reference to exhibits filed with the Registrant’s Annual Report on Form 20-F filed on May 20, 2015.

*****

Incorporated by reference to exhibits filed with the Registrant’s Registration Statement on Form F-1 (File No. 333-72195) in the form declared effective on March 9, 1999.

******

Incorporated by reference to the exhibits filed with Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-6 (File No. 001-35754) filed on June 28, 2017.

*******

Incorporated by reference to exhibits filed with the Registrant’s Form S-8 filed on August 4, 2014.

********

Incorporated by reference to exhibits filed with Registrant’s Annual Report on Form 20-F filed on May 13, 2013.

*********

**********

Incorporated by reference to exhibits filed with the Registrant’s Form S-8 filed on February 28, 2020.


**********

Incorporated by reference to exhibits filed with Registrant’s Annual Report on Form 20-F filed on

June 19, 2019.

***********

 

Incorporated by reference to exhibits filed with Registrant’s Annual Report on Form 20-F filed on May 29, 2020.

(P) - Previously filed on paper form 


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 

 

Infosys Limited

/s/ Inderpreet Sawhney

 

 

 

Inderpreet Sawhney

Date May 29, 2020June 11, 2021

Group General Counsel and Chief Compliance Officer