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

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

List of subsidiaries

in ₹ crore, except % of shareholding and exchange rate

List of associates

in ₹ crore

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

[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 – AOC-2]

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including certain arm’s length transactions under third proviso thereto.

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

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

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2017, which were not at arm’s length basis.

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

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2017 are as follows :

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

for and on behalf of the Board of Directors

Annexure 3 – Particulars of employees

We are a leading provider of consulting, technology, outsourcing and next-generation services. We enable clients in more than 45 countries to outperform their competition and stay ahead of the innovation curve. The remuneration and perquisites provided to our employees, including that of the Management, are on par with industry benchmarks. The nomination and remuneration committee continuously reviews the compensation of our CEO, COO and other KMP to align both the short-term and long-term business objectives of the Company and to link compensation with the achievement of goals.

The details of remuneration to KMP including CEO and COO in the tables, 3(b) and 3(c) are in compliance with Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the requirements, tables, 3(b) and 3(c) do not include value of the stock incentives at the time of grant but include the perquisite value at the time of their exercise. Considering that the Company has changed the compensation philosophy this year, restructured the compensation of KMP and introduced stock incentives as a significant part of compensation for senior management to align with shareholders’ interest, the compensation in tables 3(b) and 3(c) for fiscal 2017 and fiscal 2016 are not comparable. Hence, to ensure better comparability and clarity, the Company has voluntarily provided details of compensation (including value of stock incentives granted) for fiscal 2017 and fiscal 2016 in the table 3(a) below.

3(a) Compensation relating to fiscal 2017 and fiscal 2016 for whole-time directors and other KMP as on March 31, 2017 is as follows :

(1) Converted at average exchange rates for the respective periods

(2) For the period June 22, 2015 to March 31, 2016 for fiscal 2016

(3) For the period October 26, 2015 to March 31, 2016 for fiscal 2016 and includes joining bonus

(4) The time and performance-based stock incentives will vest over a period of four years

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

3(b) Remuneration to whole-time directors

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

# Includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

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

(2) Includes payment of variable pay amounting to US $2.1 million (approximately ₹ 14 crore) for fiscal 2015 to the CEO, as decided by the nomination and remuneration committee in its meeting held on June 22, 2015, in line with the compensation plan approved by the shareholders.

(3) Includes provision for variable pay amounting to US $4.33 million (approximately ₹ 29 crore) for fiscal 2016 to the CEO. The shareholders, in the EGM dated July 30, 2014, had approved a variable pay of US $4.18 million (approximately ₹ 28 crore) at a target level and also authorized the Board to alter and vary the terms of remuneration. Accordingly, the Board, based on the recommendations of the nomination and remuneration committee, approved on April 15, 2016, US $4.33 million (approximately ₹ 29 crore) as variable pay for fiscal 2016.

(4) For fiscal 2017, 1,20,700 time-based RSUs amounting to US $2 million (approximately ₹ 13.42 crore) have been granted on August 1, 2016. These RSUs were issued in equity shares represented by ADSs.

(5) Based on fiscal 2017 performance evaluation, the Board, on the recommendations of the nomination and remuneration committee, approved on April 13, 2017, performance-based equity and stock options for fiscal 2017 comprising 1,32,483 RSUs amounting to US $1.9 million (approximately ₹ 12.91 crore) and 3,30,525 ESOPs amounting to US $0.96 million (approximately ₹ 6.46 crore). These RSUs and ESOPs will be granted w.e.f. May 2, 2017.

(6) The Board, based on the recommendations of the nomination and remuneration committee, approved on April 13, 2017 the annual time-based vesting grant for fiscal 2018 comprising of 1,37,741 RSUs amounting to US $2 million (approximately ₹ 12.97 crore). These RSUs will be granted w.e.f. May 2, 2017.

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

3(c) Remuneration of other key managerial personnel (KMP)

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

For the purpose of comparison, remuneration for both fiscal 2017 and fiscal 2016 are given for the full year, except where specifically stated otherwise.

# Includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

(1) Based on annualized salary for fiscal 2016

(2) The grants have been made with an effective November 1, 2016. These RSUs and stock options would vest over a period of four years.

(3) For the period June 22, 2015 to March 31, 2016, for fiscal 2016

(4) For the period April 1, 2015 to October 12, 2015, for fiscal 2016. Includes ₹ 17.4 crore payable under severance agreement to Rajiv Bansal who ceased to be the CFO w.e.f. October 12, 2015.

(5) For the period, October 26, 2015 to March 31, 2016, for fiscal 2016 and includes joining bonus

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

(7) These executives were named as key managerial personnel as defined under Ind AS 24, Related Party Disclosures, w.e.f. October 13, 2016.

(8) Appointed as Acting General Counsel w.e.f. January 1, 2017

The Median Remuneration of Employees (MRE) excluding whole-time directors (WTDs) was ₹ 5,65,585 and ₹ 5,20,946 in fiscal 2017 and fiscal 2016 respectively. The increase in MRE (excluding WTDs) in fiscal 2017, as compared to fiscal 2016, is 8.6%.

The MRE including WTDs was ₹ 5,65,586 and ₹ 5,20,964 in fiscal 2017 and fiscal 2016 respectively. The increase in MRE (including WTDs) in fiscal 2017, as compared to fiscal 2016, is 8.6%.

3(d) Remuneration to independent directors

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

3(e) Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Top 10 employees in terms of remuneration drawn during the year

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

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

# Includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

(1) Includes ₹ 6 crore payable under the severance agreement. David D. Kennedy ceased to be the General Counsel and Chief Compliance Officer of the Company w.e.f. December 31, 2016.

Employees drawing a remuneration of ₹ 1.02 crore or above per annum and posted in India

Notes : The above table is based on payouts made during the year.

Remuneration includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

The above table does not include the details of remuneration drawn by the top 10 employees as their details are provided elsewhere in this report.

Employed for part of the year with an average salary above ₹ 8.5 lakh per month posted in India

Notes : The above table is based on payouts made during the year.

Remuneration includes only the perquisite value of stock incentives exercised during the period, determined in accordance with the provisions of the Income-tax Act, 1961. Accordingly, the value of stock incentives granted during the period is not included.

Legend

Annexure 4 – Auditors’ certificate on corporate governance

To

The Members of Infosys Limited

We have examined the compliance of conditions of Corporate Governance by Infosys Limited (‘the Company’) for the year ended 31 March 2017, as per Regulations 17-27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Listing Regulations, as applicable.

We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Restrictions on use

This Certificate is issued solely for the purpose of complying with the aforesaid Regulations and may not be suitable for any other purpose.

Annexure 5 – Secretarial audit report for the financial year ended March 31, 2017

[Pursuant to Section 204 (1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Infosys Limited,

Electronics City, Hosur Road

Bengaluru 560100

Karnataka, India

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

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2017, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2017 and made available to me, according to the provisions of :

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

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

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

requiring compliance thereof by the Company during the Audit period.

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

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

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

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

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

I report further that, during the audit period there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

Annexure 6 – Extract of annual return

Form No. MGT-9

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

Registration and other details

Principal business activities of the Company

Particulars of holding, subsidiary and associate companies

Notes : 1. All the above parties are as per Section 2(87) except DWA Nova LLC, which is as per Section 2(6).

2. Panaya Pty. Ltd. has been liquidated effective November 16, 2016.

3. Lodestone Augmentis AG has been liquidated effective October 5, 2016.

4. Lodestone GmBH has been liquidated effective December 21, 2016.

5. Infosys Canada Public Services, a wholly-owned subsidiary of Infosys Public Services, Inc., has been incorporated effective December 19, 2014 and is yet to commence operations.

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

(i) Category-wise shareholding

(1) Includes 1,12,23,576 shares as of March 31, 2016 and 1,11,89,514 shares as of March 31, 2017, held by Infosys Employee Benefit Trust as per SEBI (Share-Based Employee Benefits) Regulations, 2014 and 1,00,000 shares each as of March 31, 2016 and March 31, 2017, held by Infosys Limited Employees’ Welfare Trust for welfare activities of employees. This is a non-promoter, non-public shareholding.

(ii) Shareholding of promoters

(iii) Change in promoters’ shareholding

(iv) Shareholding pattern of top 10 shareholders

(Other than directors, promoters and holders of ADRs)