Infosys L Director Report

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, 2023. 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
	2023	2022	(%)	2023	2022	(%)
Revenue from operations	1,24,014	1,03,940	19.3	1,46,767	1,21,641	20.7
Other income, net	3,859	3,224	19.7	2,701	2,295	17.7
Total income	1,27,873	1,07,164	19.3	1,49,468	1,23,936	20.6
Expenses
Cost of sales	85,762	69,629	23.2	1,02,353	81,998	24.8
Selling and marketing expenses	5,018	4,125	21.6	6,249	5,156	21.2
General and administration expenses	5,293	4,787	10.6	7,260	6,472	12.2
Total expenses	96,073	78,541	22.3	1,15,862	93,626	23.7
Profit / loss before finance cost and tax expenses	31,800	28,623	11.1	33,606	30,310	10.9
Finance cost	157	128	22.7	284	200	42.0
Profit before tax	31,643	28,495	11.0	33,322	30,110	10.7
Profit before tax (% of revenue)	25.5	27.4		22.7	24.8
Tax expense	8,375	7,260	15.4	9,214	7,964	15.7
Profit after tax	23,268	21,235	9.6	24,108	22,146	8.9
Profit after tax (% of revenue)	18.8	20.4		16.4	18.2
Total other comprehensive income / (loss), net of tax	(268)	(48)		514	182
Total comprehensive income for the year attributable to the owners of the Company	23,000	21,187		24,598	22,293
Profit attributable to owners of the Company	23,268	21,235		24,095	22,110
Non-controlling interests	-	-		13	36
Earnings per share (EPS)
Basic	55.48	50.27	10.4	57.63	52.52	9.7
Diluted	55.42	50.21	10.4	57.54	52.41	9.8
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.

Financial position		(In '' crore, except equity share data)
Particulars	Standalone As at March 31, 2023	2022	Consolidated As at March 31, 2023	2022
Net current assets	24,640	27,461	31,695	33,582
Property, plant and equipment (including capital work-in-progress)	11,931	11,795	13,634	13,491
Right-of-use assets	3,561	3,311	6,882	4,823
Goodwill and other intangible assets	214	243	8,997	7,902
Other non-current assets	33,549	31,601	25,422	24,484
Total assets	1,01,337	99,387	1,25,816	1,17,885
Non-current lease liabilities	3,553	3,228	7,057	4,602
Other non-current liabilities	2,597	1,877	3,778	3,944
Retained earnings - Opening balance	55,449	57,518	61,313	62,643
Add:
Profit for the year	23,268	21,235	24,095	22,110
Transfer from Special Economic Zone Re-investment Reserve on	1,397	1,012	1,464	1,100
utilization
Less:
Impact on adoption of amendment to Ind AS 37, Provisions,	(9)	0	(19)	0
Contingent Liabilities and Contingent Assets
Dividends	(13,675)	(12,700)	(13,632)	(12,655)
Buyback of equity shares (including tax on buyback)	(11,096)	(8,822)	(11,096)	(8,822)
Transaction cost relating to buyback (net of tax)	(5)	-	(5)	-
Transfer to legal reserve	-	-	(3)	(10)
Amount transferred to capital redemption reserve upon buyback	(21)	-	(21)	-
Transfer to Special Economic Zone Re-investment Reserve	(3,125)	(2,794)	(3,139)	(3,054)
Changes in controlling stake of the subsidiaries	-	-	-	1
Retained earnings - Closing balance	52,183	55,449	58,957	61,313
Equity share capital	2,074	2,103	2,069	2,098
Other reserves and surplus™	13,752	11,750	12,354	10,415
Other comprehensive income	(264)	4	2,027	1,524
Non-controlling interest	-	-	388	386
Total equity	67,745	69,306	75,795	75,736
Total equity and liabilities	1,01,337	99,387	1,25,816	1,17,885
(,) Excluding retained earnings

Capital Allocation Policy

Effective 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.

In line with the Capital Allocation Policy, the Board, at its meeting held on October 13, 2022, approved the buyback of equity shares, from the open market route through the Indian stock exchanges, amounting to ''9,300 crore (Maximum Buyback Size, excluding buyback tax) at a price not exceeding ''1,850 per share (Maximum Buyback Price), subject to shareholders'' approval.

The shareholders approved the proposal of buyback of equity shares recommended by the Board of Directors by way of postal ballot through e-voting and the result of which was declared on December 3, 2022.

The buyback was offered to all 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 exchanges. The buyback of equity shares through the stock exchanges commenced on December 7, 2022 and was completed on February 13, 2023. During this buyback period, the Company purchased and extinguished a total of 6,04,26,348 equity shares from the stock exchanges at a volume weighted average buyback price of ''1,539.06 per equity share comprising 1.44% of the pre-buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of ?9,300 crore (excluding transaction costs and tax on buyback). The Company funded the buyback from its free reserves including Securities Premium Account as explained in Section 68 of the Companies Act, 2013.

In accordance with Section 69 of the Companies Act, 2013, as at March 31, 2023, the Company has created a Capital Redemption Reserve of ?30 crore equal to the nominal value of the shares bought back as an appropriation from the general reserve and retained earnings.

During the year ended March 31, 2023, the Company paid an interim dividend of ?16.5 per share and announced a final dividend of ?17.5 per share, subject to shareholders'' approval in the ensuing AGM. After returning the above amounts, the Company would have returned approximately 86% of the cumulative free cash flow for fiscals 2020, 2021, 2022 and 2023 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, 2023, we had ''24,640 crore in working capital on a standalone basis, and ''31,695 crore on a consolidated basis.

Consolidated cash and investments stand at ''22,509 crore on a standalone basis and ''31,286 crore on a consolidated basis as on March 31, 2023, as against ''29,950 crore on a standalone basis, and ''37,419 crore on a consolidated basis as on March 31, 2022.

Consolidated cash and investments, on both standalone and consolidated basis, include deposits with banks and financial institutions 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 issued by government and quasi-government organizations, and nonconvertible 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 Government of India carrying a sovereign credit. Investments made in nonconvertible 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 2023		Fiscal 2022
	Dividend per	Dividend payout	Dividend per	Dividend payout
	share (in '')	(in '' crore)	share (in '')	(in '' crore)
Interim dividend	16.50	6,943	15.00	6,308
Final dividend	17.50 (1)	7,260 (1)	16.00	6,731
Total dividend	34.00		31.00
Payout ratio (interim and final dividend) *	69.5% (2)		57.2%

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 13, 2023. The payment is subject to the approval of the shareholders at the ensuing AGM of the Company to be held on June 28, 2023. The record date for the purposes of the final dividend will be June 2, 2023 and payment will be made on July 3, 2023.

⁽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 semiannual 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 86% of the cumulative free cash flow for the years ended March 31, 2020, 2021, 2022 and 2023.

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 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 general reserve on declaration of dividend.

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

There were no contracts, arrangements or transactions entered into during fiscal 2023 that fall under the scope of Section 188(1) of the Companies Act, 2013. As required under the Companies Act, 2013, 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 (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 Companies Act, 2013, 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 Companies Act, 2013 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 ''digitally enabled'' or ''digital first'' organisations. 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 their journey to a digital future.

For details of our continued investments and outcomes of our strategic initiatives, refer to the Strategy section of the Integrated Report.

Organization

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

Infrastructure

There has been a net movement of 3.02 million sq. ft. of physical infrastructure space during the year. The total available space as on March 31,2023 stands at 56.86 million sq. ft. We have presence in 56 countries across 274 locations as on March 31, 2023.

Mergers and Acquisitions (M&A)

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

During the fiscal year ended March 31,2023, the Group completed two business combinations to complement its digital offerings by acquiring 100% voting interests in:

a. oddity GmbH, oddity group services GmbH, oddity space GmbH, oddity jungle GmbH, oddity code GmbH and oddity waves GmbH (collectively known as oddity), a Germany-based digital marketing, experience, and commerce agency, on April 20, 2022.

b. BASE life science A/S, a consulting and technology firm in the Life Science industry in Europe, on September 1, 2022.

These acquisitions are expected to strengthen the Group''s creative, branding and experience design capabilities and augment the Group''s life sciences expertise, scales its digital transformation capabilities with cloud-based industry solutions and expand its presence across Europe.

Subsidiaries

We, along with our subsidiaries, provide consulting, technology, outsourcing and next-generation digital services. At the beginning of the year, we had 27 direct subsidiaries and 50 step-down subsidiaries. As on March 31, 2023, we have 28 direct subsidiaries and 70 step-down subsidiaries. Further, the Company does not have any material subsidiary. The changes in subsidiaries during the year are included in the Standalone financial statements of the Company.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, 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 2023.

In accordance with Section 136 of the Companies Act, 2013, 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.

Internal Committee (formerly Internal Complaints Committee)

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. Towards this, the Company has set up the Anti-Sexual Harassment Initiative (ASHI), which proudly completes 23 years of enabling a positive and safe work environment for our employees. Our ASHI practices have set an industry benchmark as it ranked first among 350 companies that participated in an external survey on the best anti-sexual harassment initiatives in 2017, 2019, 2020, 2021 and 2022.

Infosys has constituted an Internal Committee (IC) in all the development centers 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 NGOs 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 2,72,665 employees on standalone basis and 3,43,234 employees on consolidated basis as of March 31, 2023.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) 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 Companies Act, 2013, 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 Companies Act, 2013, 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/Documents/exhibitboards-report2023.pdf. 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 Companies Act, 2013, 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 Company objectives, and promoting increased participation by them in the growth of the Company.

Infosys Expanded Stock Ownership Program 2019 (“the 2019 Plan)

On June 22, 2019, pursuant to approval by the shareholders in the AGM, 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 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-regulations2023.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 2023 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 eight 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 Companies Act, 2013.

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, 2023, the Board had eight members, consisting of an executive director, a non-executive and non-independent director and six independent directors. One of the independent directors of the Board is a woman. 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 Companies Act, 2013, 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 under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and 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 2023. 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 KMP

Inductions

1. The shareholders at the 41^st AGM held on June 25, 2022 reappointed Salil Parekh as CEO and MD effective July 1, 2022 till March 31,2027.

2. The shareholders vide postal ballot concluded on March 31,2023 approved the appointment of Govind Iyer, as an independent director effective January 12, 2023, for a term of five (5) years till January 11,2028.

3. The Board, based on the recommendation of Nomination and Remuneration Committee, appointed D. Sundaram as Lead Independent Director of the Company, effective March 23, 2023.

4. Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board appointed Shaji Mathew as a Group Head of Human Resources and further designated as an executive officer effective March 22, 2023, for the purpose of reporting under the rules of the U.S. Securities and Exchange Commission and Key Managerial Personnel as defined under Ind AS 24, Related Party Disclosures.

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

Retirements and resignations

1. Ravi Kumar S., President (KMP), has resigned effective October 11, 2022. The Board of Directors placed on record its appreciation for the services rendered by him.

2. Mohit Joshi, President, resigned from the Company. He is on leave from March 11, 2023 and will stay on leave till the last date with the Company i.e. June 9, 2023. The Board placed on record its appreciation for the services rendered by him.

3. Krishnamurthy Shankar, Group Head of Human Resources (KMP), retired on March 21, 2023. He led the development of a strong employee value proposition, helped build a digital skills-based ecosystem and enabled digital career paths for employees. The Board placed on record its sincere appreciation for his contributions to the Company.

4. Kiran Mazumdar-Shaw, Lead Independent Director, retired as member of the Board of Directors on completion of tenure effective March 22, 2023. The Board placed on record their appreciation for Ms. Shaw''s invaluable contribution, guidance, and strategic vision, that has helped the Company build and execute a resilient growth strategy.

5. The Board took note of Uri Levine''s retirement as an Independent Director effective April 19, 2023 upon completion of his term. The Board placed on record its sincere appreciation for his contributions to the Company.

Committees of the Board

As on March 31, 2023, the Board had six committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Stakeholders Relationship Committee, the Environment, Social and Governance (ESG) Committee.

All committees comprise only independent directors, one of whom is chosen as the chairperson of the committee.

Additionally, the Board had incorporated a Cybersecurity Risk Sub-Committee of the Risk Management Committee.

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.

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.

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, so as to achieve higher compliance and its continued sustenance. We continue to be certified against the Information Security Management System (ISMS) Standard ISO 27001:2013. Additionally, we have also been attested on SSAE 18 SOC 1 and SOC 2 by an independent audit firm. During the year, our focus on our 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.

Significant and material orders

There are 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.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report, which forms part of this Integrated Annual Report.

Annual return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.infosys.com/ investors/reports-filings/documents/annual-returns-2022-23.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 ADSs are listed on the New York Stock Exchange (NYSE).

Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred the unclaimed and un-encashed dividends of ?2,43,11,422. Further, 4,47,153 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. 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 account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the 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 Limited at einward.ris@ kfintech.com or at their address at KFin Technologies Limited, Unit: Infosys Limited, Selenium Tower B, Plot 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 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 Companies Act, 2013 and guidelines issued by SEBI.

The Ind AS are prescribed under Section 133 of the Companies Act, 2013, 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, 2023 , 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 Companies Act, 2013 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 2023 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 2023 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 Listing Regulations, for fiscal 2023 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 on request at the AGM, electronically.

Auditors

Statutory auditor

Deloitte Haskins & Sells LLP, Chartered Accountants (Firm registration number 117366W/W-100018) (Deloitte) 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 Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Secretarial auditor

Makarand M. Joshi & Co., Company Secretaries (FCS: 5533,

CP: 3662), are appointed as secretarial auditor of the Company for fiscal 2024, as required under Section 204 of the Companies Act, 2013 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 Companies Act, 2013 are not applicable for the business activities carried out by the Company.

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, sustainability, rehabilitating the destitute, preserving Indian art and culture, rural development and disaster relief.

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 in UK, Germany, France and Ukraine. 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.

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

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, 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.

Business Responsibility and Sustainability Report (BRSR)

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting (the Committee) to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the Committee recommended that BRR be rechristened BRSR, where disclosures are based on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting.

The BRSR disclosures form a part of this Integrated Annual Report. The non-financial sustainability disclosures have been independently assured by KPMG.

Environmental, Social and Governance (ESG)

In October 2020, we launched our ESG Vision 2030. Our focus is steadfast on leveraging technology to battle climate change, water management and waste management. On the social front, our 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 by the Board with effect from April 14, 2021, to discharge its oversight responsibility on 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 articulated in our ESG Vision 2030.

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, cooperation 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, Coimbatore , Gurugram, Hubballi, Hyderabad, Indore, Jaipur, Kochi, Kolkata, Mangaluru, Mohali, Mumbai, Mysuru, Nagpur, Noida, Pune, Thiruvananthapuram, 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.