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Infosys Ltd			Industry : Computers - Software - Large


BSE Code:	500209	NSE Symbol:	INFY	P/E(TTM):	28.9

ISIN Demat:	INE009A01021	Div & Yield %:	2.39	EPS(TTM):	66.5

Book Value(Rs):	199.2865364	Market Cap ( Cr.):	798086.9	Face Value(Rs):	5

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Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Infosys"), along with the audited financial statements, for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Results of our operations and state of affairs

(In crore, except per equity share data)

Particulars	Standalone			Consolidated
	For the year ended March 31,		YoY growth	For the year ended March 31,		YoY growth
	2024	2023	(%)	2024	2023	(%)
Revenue from operations	1,28,933	1,24,014	4.0	1,53,670	1,46,767	4.7
Other income, net*	7,417	3,859	92.2	4,711	2,701	74.4
Total income	1,36,350	1,27,873	6.6	1,58,381	1,49,468	6.0
Expenses
Cost of sales	89,032	85,762	3.8	1,07,413	1,02,353	4.9
Selling and marketing expenses	5,668	5,018	13.0	6,973	6,249	11.6
General and administration expenses	5,420	5,293	2.4	7,537	7,260	3.8
Total expenses	1,00,120	96,073	4.2	1,21,923	1,15,862	5.2
Profit / loss before finance cost and tax expenses	36,230	31,800	13.9	36,458	33,606	8.5
Finance cost	277	157	76.4	470	284	65.5
Profit before tax	35,953	31,643	13.6	35,988	33,322	8.0
Profit before tax (% of revenue)	27.9	25.5		23.4	22.7
Tax expense*	8,719	8,375	4.1	9,740	9,214	5.7
Profit after tax	27,234	23,268	17.0	26,248	24,108	8.9
Profit after tax (% of revenue)	21.1	18.8		17.1	16.4
Total other comprehensive income / (loss), net of tax	287	(268)		520	514
Total comprehensive income for the year attributable to the owners of the Company	27,521	23,000		26,754	24,598
Profit attributable to owners of the Company	27,234	23,268		26,233	24,095
Non-controlling interests	–	–		15	13
Earnings per share (EPS)*
Basic	65.62	55.48	18.3	63.39	57.63	10.0
Diluted	65.56	55.42	18.3	63.29	57.54	10.0

1 crore = 10 million Notes:

The above figures are extracted from the audited standalone and consolidated financial statements of the Company as per the Indian Accounting Standards_(Ind_AS). Equity shares are at par value of 5 per share.

* Includes interest income (pre-tax) of _1,933 crore and reversal of net tax provisions amounting to _38 crore on account of orders received under Sections 250 and 254 of the Income-tax Act, 1961, from the Income Tax authorities in India for certain assessment years. This has resulted a positive impact on the Basic and Diluted EPS by _4.76 and _4.75 on consolidated and standalone basis, respectively, for the year ended March 31, 2024.

Financial position

(In crore, except equity share data)

Particulars	Standalone		Consolidated
	As at March 31,		As at March 31,
	2024	2023	2024	2023
Net current assets	43,866	24,640	50,638	31,695
Property, plant and equipment (including capital work-in-progress)	11,090	11,931	12,663	13,634
Right-of-use assets	3,303	3,561	6,552	6,882
Goodwill and other intangible assets	211	214	8,700	8,997
Other non-current assets	29,394	33,549	20,467	25,422
Total assets	1,14,950	1,01,337	1,37,814	1,25,816
Non-current lease liabilities	3,088	3,553	6,400	7,057
Other non-current liabilities	3,600	2,597	4,159	3,778
Retained earnings – Opening balance	52,183	55,449	58,957	61,313
Add:
Profit for the year	27,234	23,268	26,233	24,095
Transfer from Special Economic Zone Re-investment Reserve on utilization	824	1,397	867	1,464
Less:
Impact on adoption of amendment to Ind AS 37,	-	(9)	-	(19)
Provisions, Contingent Liabilities and Contingent Assets
Dividends	(14,733)	(13,675)	(14,692)	(13,632)
Buyback of equity shares (including tax on buyback)	-	(11,096)	-	(11,096)
Transaction cost relating to buyback (net of tax)	-	(5)	-	(5)
Transfer to legal reserve	-	–	(3)	(3)
Amount transferred to capital redemption reserve upon buyback	-	(21)	-	(21)
Transfer to Special Economic Zone Re-investment Reserve	(2,957)	(3,125)	(2,957)	(3,139)
Retained earnings – Closing balance	62,551	52,183	68,405	58,957
Equity share capital	2,075	2,074	2,071	2,069
Other reserves and surplus ⁽¹⁾	16,527	13,752	15,092	12,354
Other comprehensive income	23	(264)	2,548	2,027
Non-controlling interest	-	–	345	388
Total equity	81,176	67,745	88,461	75,795
Total equity and liabilities	1,14,950	1,01,337	1,37,814	1,25,816

^{(1) Excluding retained earnings
^{(1) FS – Includes enterprises in Financial
Services and Insurance
^{(2) Retail – Includes enterprises in Retail,
Consumer Packaged Goods and Logistics ⁽³⁾ COM – Includes enterprises in
Communication, Telecom OEM and Media ⁽⁴⁾ EURS – Includes enterprises in
Energy, Utilities, Resources and Services ⁽⁵⁾ MFG – Includes enterprises
in Manufacturing ⁽⁶⁾ Hi-Tech – Includes enterprises in Hi-Tech ⁽⁷⁾
LS – Includes enterprises in Life Sciences and Healthcare
^{(8) Others – Includes segments of businesses in
India, Japan, China, Infosys Public Services and other enterprises in public services

Capital Allocation Policy

Effective from financial year 2025, the Company expects to
continue its policy of returning approximately 85% of the free cash flow cumulatively over
a five-year period through a combination of semi-annual dividends and / or share buyback/
special dividends subject to applicable laws and requisite approvals, if any. Under this
policy, the Company expects to progressively increase its annual dividend per share
(excluding special dividend 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.

During the year ended March 31, 2024, the Company paid an
interim dividend of _18 per share and announced a final dividend of _20 per share and
special dividend of _8 per share, subject to shareholders' approval in the ensuing Annual
General Meeting (AGM). Including the final and special dividend declared above, the
Company has returned approximately 88,400_crore, which is 85% of the cumulative free cash
flow for fiscals 2020-2024 through dividends and buybacks, in line with the Capital
Allocation Policy.

The Capital Allocation Policy is available on our website,
at https://www.infosys.com/investors/corporate-governance/
documents/capital-allocation-policy.pdf.

Liquidity

Our principal sources of liquidity are cash and cash
equivalents, investments and the cash flow that we generate from our operations. We
continue to be debt-free and maintain sufficient cash to meet our strategic and
operational requirements. We understand that liquidity in the Balance Sheet has to balance
between earning adequate returns and the need to cover financial and business
requirements. Liquidity enables us to be agile and ready for meeting unforeseen strategic
and business needs and opportunities. As of March 31, 2024, we had _43,866 crore in
working capital on a standalone basis, and _50,638 crore on a consolidated basis.
Consolidated cash and investments stand at _30,579 crore on a standalone basis and _39,005
crore on a consolidated basis as on March 31, 2024, as against _22,509 crore on a
standalone basis, and _31,286 crore on a consolidated basis as on March 31, 2023.
Consolidated cash and investments, on both standalone and consolidated basis, include
deposits with banks with high credit ratings by international and domestic credit rating
agencies. As a result, liquidity risk of cash and cash equivalents is limited. Ratings are
monitored periodically. Liquid assets also include investments in liquid mutual fund
units, target maturity funds units, certificates of deposit (CDs), commercial paper (CP),
quoted bonds and securities issued by government and quasi-government organizations, and
non-convertible debentures. CDs and CPs represent marketable securities of banks, NBFCs
and eligible financial institutions for a specified time period with high credit rating
given by domestic credit rating agencies. G-secs are highly liquid and marketable
instruments issued across tenure, backed by the Government of India carrying a sovereign
credit. Investments made in non-convertible debentures are issued by government-owned
institutions and financial institutions with high credit rating. We invest 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.

The details of these investments are disclosed under the
‘non-current and current investments' section in the

Standalone and Consolidated financial statements in
this Integrated Annual Report.

Dividend

The Company recommended / declared dividend as under:

Fiscal 2024
Fiscal 2023

Dividend per
Dividend payout
Dividend per
Dividend payout

share (in )
(in crore)
share (in )
(in crore)

Interim dividend
18.00
7,471
16.50
6,943

Final dividend
20.00 ⁽¹⁾
8,302 ⁽¹⁾
17.50
7,260

Special dividend
8.00 ⁽¹⁾
3,320 ⁽¹⁾
–
–

Total dividend
46.00

34.00

Payout ratio (interim, final and special dividend)*
80.0%⁽²⁾

69.5%

Note:

The Company declares and pays dividend in Indian rupees.
Companies are required to pay / distribute dividend after deducting applicable withholding
income 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.

* Payout ratio is computed as a percentage of free cash
flow prepared under IFRS.
^{(1) Recommended by the Board of Directors at its
meeting held on April 18, 2024. The payment is subject to the approval of the shareholders
at the ensuing AGM of the Company to be held on June 26, 2024. The record date for the
purposes of the final and special dividend will be May 31, 2024 and payment will be made
on July_1,_2024.
^{(2) Our present Capital Allocation Policy is to pay
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. Including buyback, the Company has returned
85% of the cumulative free cash flow for the years ended March 31, 2020-2024.

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186
of the Companies Act, 2013 ("the Act") form part of the Notes to the financial
statements provided in this Integrated Annual Report.

Transfer to reserves

We do not propose to transfer any amount to the general
reserve on declaration of dividend.

Changes in the nature of business

The Company did not undergo any change in the nature of its
business during the fiscal 2024.

Fixed deposits

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

Particulars of contracts or arrangements made with related
parties

The Company did not enter into any contracts, arrangements
or transactions during fiscal 2024 that fall under the scope of Section 188(1) of the Act.
As required under the Act, the prescribed Form AOC-2 is appended as Annexure 2 to
the Board's report.

Management's discussion and analysis

In terms of the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations"), the Management's discussion and analysis is set out in this
Integrated Annual Report.

Risk management report

In terms of the provisions of Section 134 of the Act, the Risk
management report is set out in this Integrated Annual Report.

Board policies

The details of the policies approved and adopted by the
Board as required under the Act and Securities and Exchange Board of India (SEBI)
regulations are provided in Annexure 8 to the Board's report.

Material changes and commitments affecting financial
position between the end of the financial year and date of the report

There have been no material changes and commitments which
affect the financial position of the Company that have occurred between the end of the
financial year to which the financial statements relate and the date of this report.

2. Business description

Strategy

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 ‘AI-first'
organizations. Our strategy is to be a navigator for our clients as they ideate, plan, and
execute their journey to an AI future. For details, refer to the Strategy section
of this Integrated Annual Report.

Organization

Our go-to-market business units and solutions are detailed
in the Operating context section of this Integrated Annual Report.

Infrastructure

There has been a net decrease of 0.23 million sq. ft. of
physical infrastructure space during the year. The total available space as on March 31,
2024 stands at 56.63 million sq. ft. We have presence in 56 countries across 265 locations
as on March 31, 2024. The net decline in the square foot area is due to optimization of
real estate space.

Mergers and acquisitions (M&A)

Infosys has a systematic M&A approach aimed to
strengthen its capabilities, deepen industry expertise, and expand geographical footprint.

During the year ended March 31, 2024, the Group entered
into definitive agreements to acquire:

1. Danske IT and Support Services India Private Limited
(Danske IT). The acquisition of Danske IT was completed as on September 1, 2023.
Eventually, the name of Danske IT was changed to Idunn Information Technology Private
Limited effective April 1, 2024.

2. InSemi Technology Services Private Limited, a
semiconductor design services company headquartered in India (subject to customary closing
adjustments) Further, the Board at its meeting held on April 18, 2024, approved the
acquisition of in-tech Holding GmbH, a leading provider of Engineering R&D services
headquartered in Germany (subject to customary closing adjustments).

Subsidiaries

We, along with our subsidiaries, provide consulting,
technology, outsourcing and next-generation digital services. At the beginning of the
year, we had 28 direct subsidiaries and 70 step-down subsidiaries. As on March 31, 2024,
we have 28 direct subsidiaries and 63 step-down subsidiaries. Further, the Company does
not have any material subsidiary. During the year, the Board of Directors reviewed the
affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have
prepared the Consolidated financial statements of the Company, which form part of
this Integrated Annual Report. Further, a statement containing the salient features of the
financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure
1 to the Board's report. The_statement also provides details of the performance
and financial position of each of the subsidiaries, along with the changes that occurred,
during fiscal 2024.

In accordance with Section 136 of the Act, the audited
financial statements, including the consolidated financial statements and related
information of the Company and audited accounts of its subsidiaries, are available on our
website, at www.infosys.com.

3. Human resources management

Our employees are our most important assets. We are
committed to hiring and retaining the best talent and being among the industry's leading
employers. For this, we focus on promoting a collaborative, transparent and participative
organization culture, and rewarding merit and sustained high performance. Our human
resources management focuses on allowing our employees to develop their skills, grow in
their career and navigate their next.

Resolution hubs

Infosys' goal has always been to create an open and safe
workplace for every employee to feel empowered, irrespective of gender, sexual
preferences, and other factors, and contribute to the best of their abilities. In keeping
with this goal, we have an open-door policy. Employees can access different forums to
raise workplace concerns. These include a well-established and robust grievance resolution
mechanism comprising resolution hubs; Hearing Employees and Resolving (HEAR) for
workplace-related issues and Anti-Sexual Harassment Initiative (ASHI) for sexual
harassment complaints. Resolution hubs adhere to the principles of natural justice, ensure
confidentiality, and non-retaliation while addressing concerns. The concerns are handled
with utmost sensitivity and are redressed in a timebound manner. A detailed investigation
is conducted to ensure fairness and provide an opportunity to present facts and any
material evidence pertaining to the grievance. Our ASHI initiative has set an industry
benchmark, being ranked first among 350+ companies that participated in an external survey
on the best anti-sexual harassment initiatives in 2017, 2019-2023.

Infosys has constituted an Internal Committee (IC) in all
the development centres of the Company in India to consider and resolve all sexual
harassment complaints reported by women. The IC has been constituted as per the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and
the committee includes external members from non-governmental organizations or with
relevant experience. Investigations are conducted and decisions made by the IC at the
respective locations, and a senior woman employee is the presiding officer over every
case. Half of the total members of the IC are women. The role of the IC is not restricted
to mere redressal of complaints but also encompasses prevention and prohibition of sexual
harassment. In the last few years, the IC has worked extensively on creating awareness on
relevance of sexual harassment issues in the new normal by using new and innovative
measures to help employees understand the forms of sexual harassment while working
remotely. The details of sexual harassment complaints that were filed, disposed of and
pending during the financial year are provided in the Business Responsibility and
Sustainability Report of this Integrated Annual Report.

Particulars of employees

The Company had 2,48,297 employees on a standalone basis
and 3,17,240 employees on a consolidated basis as of March 31, 2024. The percentage
increase in remuneration, ratio of remuneration of each director and key managerial
personnel (KMP) (as required under the Act) to the median of employees' remuneration, and
the list of top 10 employees in terms of remuneration drawn, as required under Section
197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, form part of Annexure 3 to this Board's
report. The statement containing particulars of employees employed throughout the year
and in receipt of remuneration of

1.02 crore or more per annum and employees employed for
part of the year and in receipt of remuneration of 8.5 lakh or more per month, as
required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit
forming part of this report and is available on the website of the Company, at
https://www.infosys.com/investors/reports-filings.html#sec. The Integrated Annual Report
is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested
in obtaining this information may access the same from the Company_website. In accordance
with Section 136 of the Act, this exhibit is available for inspection by shareholders
through electronic mode.

Notes:

1. The employees mentioned in the aforesaid exhibit have /
had permanent employment contracts with the Company.

2. The employees are neither relatives of any directors of
the Company, nor hold 2% or more of the paid-up equity share capital of the Company as per
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

3. The details of employees posted outside India and in
receipt of a remuneration of 60 lakh or more per annum or 5 lakh or more a month can be
made available on specific request.

Employee stock options / Restricted Stock Units (RSUs)

The Company grants share-based benefits to eligible
employees with a view to attracting and retaining the best talent, encouraging employees
to align individual performances with the Company objectives, and promoting their
increased participation in the growth of the Company.

Infosys Expanded Stock Ownership Program 2019
("the_2019_Plan")

On June 22, 2019, pursuant to the approval by the
shareholders at the AGM, the Board was 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 5,00,00,000
equity shares. To implement the 2019 Plan, up to 4,50,00,000 equity shares may be issued
by way of secondary acquisition of shares by the 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 (the 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
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 one and a maximum of three 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 Plan. The maximum number of shares under the 2015 Plan shall not exceed
2,40,38,883 equity shares (not adjusted for bonus issue). These instruments will vest
generally over a period of four years and 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. The total number of equity shares and American Depositary Receipts (ADRs) to be
allotted to the employees of the Company and its subsidiaries under the 2015 Plan does not
cumulatively exceed 1% of the issued capital. For the shares and ADRs issued under the
2019 Plan, the cumulative amount does not exceed 1.15% of the issued capital. The 2019
Plan and 2015 Plan are in compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to time, and there has been no material
change to the plans during the fiscal. The details of the 2019 Plan and 2015 Plan,
including terms of reference, and the requirement specified under Regulation 14 of the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on
the Company's website, at https://www.infosys.com/investors/reports-filings/Documents/
disclosures-pursuant-SEBI-regulations2024.pdf. The details of the 2019 Plan and 2015 Plan
form part of the Notes to accounts of the financial statements in this Integrated Annual
Report.

4. Corporate governance

Our corporate governance philosophy

Our corporate governance practices are a reflection of our
value system encompassing our culture, policies, and relationships with our stakeholders.
Integrity and transparency are key to our corporate governance practices to ensure that we
gain and retain the trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably. At Infosys, the Board
exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures
seek to attain the best practices in international corporate governance. We also endeavor
to enhance long-term shareholder value and respect minority rights in all our business
decisions. Our Corporate governance report for fiscal 2024 forms part of this
Integrated Annual Report.

Board diversity

The Company recognizes and embraces the importance of a
diverse Board in its success. We believe that a truly diverse Board will leverage
differences in thought, perspective, regional and industry experience, cultural and
geographical background, age, ethnicity, race, gender, knowledge and skills, including
expertise in financial, diversity, global business, leadership, information technology,
mergers and acquisitions, Board service and governance, sales and marketing,
Environmental, Social and Governance (ESG), risk management and cybersecurity and other
domains, which will ensure that Infosys retains its competitive advantage. The Board
Diversity Policy adopted by the Board sets out its approach to diversity.

The policy is available on our website, at
https://www.infosys.
com/investors/corporate-governance/documents/board-diversity-policy.pdf. Additional
details on Board diversity are available in the Corporate governance report that
forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met six times during the financial year. The
meeting details are provided in the Corporate governance report that forms part of
this Integrated Annual Report. The maximum interval between any two meetings did not
exceed 120 days, as prescribed by the Act.

Policy on directors' appointment and remuneration

The current policy is to have an appropriate mix of
executive, non-executive and independent directors to maintain the independence of the
Board and separate its functions of governance and management. As of March 31, 2024, the
Board had nine members, consisting of an executive director, a non-executive and
non-independent director and seven independent directors. Two of the independent directors
of the Board are women. The details of Board and committee composition, tenure of
directors, areas of expertise and other details are available in the Corporate overview
section that forms part of this Integrated Annual Report. The policy of the Company on
directors' appointment_and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of Section 178 of the Act, is available on our website, at
https://www.infosys.
com/investors/corporate-governance/documents/nomination-remuneration-policy.pdf.

We affirm that the remuneration paid to the directors is as
per the terms laid out in the Nomination and Remuneration Policy of the Company.

Declaration by Independent Directors

The Company has received necessary declaration from each
independent director that he / she meets the criteria of independence laid down in Section
149(6), Code for independent directors of the Act and and Regulation 16(1)(b) of the
Listing Regulations.

Board evaluation

The Nomination and Remuneration Committee engaged Egon
Zehnder, external consultants, to conduct Board evaluation for the year. The evaluation of
all the directors, committees, Chairman of the Board, and the Board as a whole, was
conducted based on the criteria and framework adopted by the Board. The Board evaluation
process was completed during fiscal 2024. The evaluation parameters and the process have
been explained in the Corporate governance report.

Familiarization program for independent directors

All new independent directors inducted into the Board
attend an orientation program. The details of the training and familiarization program are
provided in the Corporate governance report. Further, at the time of the
appointment of an independent director, the Company issues a formal letter of appointment
outlining his / her role, function, duties and responsibilities. The format of the letter
of appointment is available on our website, at
https://www.infosys.com/investors/corporate-governance/
Documents/appointment-independent-director.pdf.

Directors and Key Managerial Personnel (KMP)

Inductions

The shareholders, at the 42^nd AGM held on June
28, 2023, approved the following: a. Appointment of Helene Auriol Potier as Independent
Director effective May 26, 2023 for a period of three (3) years till May 25, 2026. b.
Re-appointment of Bobby Parikh as Independent Director for a second term of five (5) years
effective July 15, 2023 till July 14, 2028.

The shareholders, vide postal ballot concluded on February
20, 2024, approved the following: a. Appointment of Nitin Paranjpe as Independent Director
effective January 1, 2024, for a term of five (5) years till December 31, 2028. b.
Re-appointment of Chitra Nayak as Independent Director effective March 25, 2024 for a
second term of three (3) years till March 24, 2027.

In the opinion of the Board, the Independent Directors
appointed during the year possess requisite integrity, expertise, experience and
proficiency.

Further the Board, at its meeting held on December 11,
2023, appointed Jayesh Sanghrajka as the Chief Financial Officer and KMP of the Company
effective April 1, 2024.

Retirements and resignations

1. Uri Levine retired as Independent Director effective
April_19, 2023 upon completion of his term. The Board placed on record its sincere
appreciation for his contribution to the Company.

2. Nilanjan Roy resigned as the Chief Financial Officer and
KMP of the Company effective March 31, 2024. The Board placed on record its sincere
appreciation for his contribution to the Company.

Committees of the Board

As on March 31, 2024, the Board had six committees: Audit
Committee, Corporate Social Responsibility Committee, Nomination and Remuneration
Committee, Risk Management Committee, Stakeholders Relationship Committee and Environment,
Social and Governance (ESG) Committee. All committees comprise only independent directors,
one of whom is chosen as the chairperson of the committee.

A Cybersecurity Risk Sub-Committee of the Risk Management
Committee has been constituted to assess and enhance preparedness to mitigate
cybersecurity risks.

During the year, all recommendations made by the committees
were approved by the Board.

A detailed note on the composition of the Board and its
committees is provided in the Corporate governance report, which forms part of this
Integrated Annual Report.

Cybersecurity

At Infosys, as our employees operate efficiently as a
hybrid workforce, we continued to remain vigilant on the evolving cybersecurity threat
landscape. In our endeavor to maintain a robust cybersecurity posture, the team has
remained abreast of emerging cybersecurity events globally, to achieve higher compliance
and its continued sustenance. We are certified against the Information Security Management
System (ISMS) Standard ISO 27001:2022. Additionally, we have also been attested on SSAE 18
and ISAE 3402 SOC 1 and SOC 2 by an independent audit firm.

During the year, our focus on cybersecurity personnel
training, reskilling, and building a security culture of collective onus, encouraging
shift-left, enabling the developer community with dedicated courses and resource kits went
ahead as planned, together with our overall initiatives on improving cybersecurity
processes, technologies, and posture. During the year ended March 31, 2024, Infosys
McCamish Systems ("McCamish") engaged cybersecurity and other specialists to
assist in its investigation of and response to its November 2023 cybersecurity incident
and remediation and restoration of impacted applications and systems. For further details,
refer to the Risk management report that forms part of the Integrated Annual
Report.

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of fraud, error-reporting
mechanisms, accuracy and completeness of the accounting records, and timely preparation of
reliable financial disclosures. For more details, refer to the ‘Internal control
systems and their adequacy' section in the Management's discussion and analysis,
which forms part of this Integrated Annual Report.

Annual return

In accordance with the Act, the annual return in the
prescribed format is available at
https://www.infosys.com/investors/reports-filings/documents/annual-returns-2023-24.pdf.

Secretarial standards

The Company complies with all applicable secretarial
standards issued by the Institute of Company Secretaries of India.

Listing on stock exchanges

The Company's shares are listed on BSE Limited and the
National Stock Exchange of India Limited, and its American Depositary Shares (ADSs) are
listed on the New York Stock Exchange (NYSE).

Investor Education and Protection Fund (IEPF)

During the year, the Company transferred the unclaimed and
un-encashed dividends of _2,50,32,727. Further, 27,634 corresponding shares on which
dividends were unclaimed for seven consecutive years were transferred. The details of the
resultant benefits arising out of shares already transferred to the IEPF, year-wise
amounts of unclaimed / un-encashed dividends lying in the unpaid dividend accounts up to
the year, and the corresponding shares, which are liable to be transferred, are provided
in Corporate governance report and are also available on our website, at
www.infosys.com/ IEPF. Details of shares / dividend transferred to IEPF can also be
obtained by accessing https://www.iepf.gov.in/IEPFWebProject/
SearchInvestorAction.do?method=gotoSearchInvestor\.

Members are requested to claim the dividend(s), which have
remained unclaimed/unpaid, by sending a written request to the Company at
investors@infosys.com or to the Company's Registrar and Transfer Agent KFin Technologies
Ltd at einward. ris@kfintech.com or at their address at KFin Technologies Ltd, Selenium
Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal,
Hyderabad - 500032. Members can find the details of Nodal Officer appointed by the Company
under the provisions of IEPF and the details of unclaimed dividend and shares at
https://www.infosys.com/ investors/shareholder-services/unclaimed-dividend-shares.html.

Directors' responsibility statement

The financial statements are prepared in accordance with
the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual
basis except for certain financial instruments, which are measured at fair values, the
provisions of the Act and guidelines issued by SEBI. The Ind AS are prescribed under
Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015 and relevant amendment rules issued thereafter. 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.

The directors confirm that:

• In preparation of the annual accounts for the
financial year ended March 31, 2024, the applicable accounting standards have been
followed and there are no material departures.

• They have selected such accounting policies and
applied them consistently, and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period.

• They have taken proper and sufficient care towards
the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

• They have prepared the annual accounts on a going
concern basis.

• They have laid down internal financial controls,
which are adequate and are operating effectively.

• They have devised proper systems to ensure
compliance with the provisions of all applicable laws, and such systems are adequate and
operating effectively.

5. Audit reports and auditors

Audit reports

The Auditors' Report for fiscal 2024 does not contain any
qualification, reservation, or adverse remark._The_report is enclosed with the financial
statements in this Integrated Annual Report.

The Secretarial Auditors' Report for fiscal 2024 does not
contain any qualification, reservation, or adverse remark. The Secretarial Auditors'
Report is enclosed as Annexure 5 to the Board's report, which forms part of
this Integrated Annual Report.

The Auditor's Certificate confirming compliance with
conditions of corporate governance as stipulated under the Listing Regulations, for fiscal
2024 is enclosed as Annexure 4 to the Board's report, which forms part of
this Integrated Annual Report. The Secretarial Auditor's certificate on the implementation
of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, will be made available at the AGM, electronically.

Auditors

Statutory auditor

Deloitte Haskins & Sells LLP, Chartered Accountants
(Firm registration number 117366 W/W-100018) was appointed as the statutory auditors of
the Company, to hold office for the second term of five consecutive years from the
conclusion of the 41^st AGM of the Company held on June 25, 2022, till the
conclusion of the 46^th AGM to be held in 2027, as required under Section 139 of
the Act read with the Companies (Audit and Auditors) Rules, 2014.

Secretarial auditor

Makarand M. Joshi & Co., Company Secretaries, are
appointed as secretarial auditor of the Company for fiscal 2025, as required under Section
204 of the Act and Rules thereunder.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section_148(1)_of_the Act are not applicable for the
business activities carried out by the Company.

Reporting of frauds by auditors

During fiscal 2024, the statutory auditor and the
secretarial auditor has not reported any instance of fraud committed in the Company by its
officers or employees.

6. Corporate social responsibility (CSR)

Infosys has been an early adopter of CSR initiatives. The
Company works primarily through the Infosys Foundation, towards supporting projects in the
areas of education, healthcare, women empowerment, and environmental sustainability. The
Company's CSR Policy is available on our website, at
https://www.infosys.com/investors/corporate-governance/
Documents/corporate-social-responsibility-policy.pdf. The annual report on our CSR
activities is appended as Annexure 6 to the Board's report. Infosys also
undertakes CSR initiatives outside of India, in US, Australia, and across Europe. The
initiatives in the US are carried out through Infosys Foundation USA. The said initiatives
are over and above the statutory requirement. The highlights of the initiatives undertaken
by the Company, Infosys Foundation, and Infosys Foundation USA form part of this
Integrated Annual Report.

Environmental, Social and Governance (ESG)

In October 2020, the Company launched its ESG Vision 2030.
Our_focus is steadfast on leveraging technology to battle climate change, water management
and waste management. On the social front, the emphasis is on the development of people,
especially in the areas of digital skilling, improving diversity and inclusion,
facilitating employee wellness and experience, delivering technology for good and
energizing the communities we work in. We are also redoubling our efforts to serve the
interests of all our stakeholders, by leading through our core values and setting
benchmarks in corporate governance. The ESG Committee was constituted on April 14, 2021,
to oversee matters related to organization-wide ESG initiatives, priorities, and leading
ESG practices. The ESG Committee reports to the Board and meets every quarter to review
progress on the ESG ambitions mentioned in our ESG Vision 2030.

>Business Responsibility and Sustainability
Report_(BRSR)

In accordance with Regulation 34(2)(f) of the Listing
Regulations, the BRSR forms part of this Integrated Annual Report. The_report describes
initiatives undertaken by the Company from an environmental, social and governance
perspective. Further, SEBI vide its circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122
dated July 12, 2023, updated the format of BRSR to incorporate BRSR core, a subset of
BRSR, indicating specific Key Performance Indicators (KPIs) under nine ESG attributes,
which are subject to mandatory reasonable assurance by an independent assurance_provider.
In accordance with this requirement, the Company has appointed Deloitte Haskins &
Sells LLP as the assurance provider.

In addition to this, we also publish a comprehensive ESG
Report annually, based on the GRI standard 2021. The ESG Report is available at
https://www.infosys.com/sustainability/documents/ infosys-esg-report-2023-24.pdf. Deloitte
Haskins & Sells LLP has also assured certain select indicators of the ESG report
designed based on GRI standards.

7. Conservation of energy, research and development,
technology absorption, foreign exchange earnings and outgo

The particulars, as prescribed under Section 134(3)(m) of
the Act, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 7
to the Board's report, which forms part of this Integrated Annual Report.

8. Other disclosures and affirmations

Pursuant to the provisions of Companies (Accounts) Rules,
2014, the Company affirms that for the year ended on March 31, 2024: a. There were no
proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any
other court. b. There was no instance of one-time settlement with any bank or financial
institution. c. Significant and material orders There were no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and the Company's operations in future.

Acknowledgments

We thank our clients, vendors, investors, bankers, employee
volunteers and trustees of Infosys Foundation, Infosys Foundation USA and Infosys Science
Foundation for their continued support during the year. We place on record our
appreciation for the contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity, co-operation and support. We
thank the governments of various countries where we have our operations. We thank the
Government of India, particularly the Ministry of Labour and Employment, the Ministry of
Environment and Forests, the Ministry of New and Renewable Energy, the Ministry of
Communications, the Ministry of Electronics and Information Technology (Dept of IT), the
Ministry of Commerce and Industry, the Ministry of Finance, the Ministry of Corporate
Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and
Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of
India (SEBI), various departments under the state governments and union territories, the
Software Technology Parks (STPs) / Special Economic Zones (SEZs) – Bengaluru,
Bhubaneswar, Chandigarh, Chennai, Delhi, Coimbatore , Gurugram, Hubballi, Hyderabad,
Indore, Jaipur, Kolkata, Mangaluru, Mohali, Mumbai, Mysuru, Nagpur, Noida, Pune,
Thiruvananthapuram, Ahmedabad, Guwahati, Visakhapatnam – and other government
agencies for their support, and look forward to their continued support in the future. We
also thank the US federal government, the U.S. Securities and Exchange Commission, the
Internal Revenue Service, and various state governments, especially those of Indiana,
Rhode Island, Connecticut, Texas, Arizona and North Carolina.

for and on behalf of the
Board of Directors

Sd/-
Sd/-

Bengaluru
D. Sundaram
Salil Parekh

April 18, 2024
Lead Independent Director
Chief Executive Officer

and Managing Director

DIN: 00016304

DIN: 01876159}}}}}}