EX-99.7 8 exv99w07.htm FORM OF ADVERTISEMENT

Exhibit 99.7

Form of Advertisement

 

 

  Infosys Limited

Regd. office: Electronics City, Hosur Road, Bengaluru – 560 100, India

CIN : L85110KA1981PLC013115

Website: www.infosys.com

Email: investors@infosys.com

T: 91 80 2852 0261, F: 91 80 2852 0362 

 

Audited consolidated financial results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2015 prepared in compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

 

(in crore, except equity share and per equity share data)

Particulars Quarter ended March 31, Quarter ended December 31, Quarter ended March 31, Year ended March 31,
  2015 2014 2014 2015 2014
Revenues  13,411  13,796  12,875  53,319 50,133
Cost of sales  8,174  8,462  8,117  32,883 32,141
Gross profit  5,237  5,334  4,758  20,436 17,992
Selling and marketing expenses  736  770  640  2,941 2,625
Administrative expenses  1,052  875  837  3,663 3,326
Operating profit  3,449  3,689  3,281  13,832 12,041
Other income, net  881  840  851  3,427 2,669
Share in associate's profit /(loss)  (1)  –  –  (1)  –
Profit before income taxes  4,329  4,529  4,132  17,258 14,710
Income tax expense  1,232  1,279  1,140  4,929 4,062
Net profit  3,097  3,250  2,992  12,329 10,648
Paid-up equity share capital (par value 5/- each, fully paid)  572  572  286  572 286
Share premium, retained earnings and other components of equity  54,191  47,244  47,244  54,191 47,244
Earnings per share (par value 5/- each)          
Basic 27.10 28.44 26.18 107.88 93.17
Diluted 27.10 28.44 26.18 107.88 93.17
Total Public Shareholding (1)          
Number of shares 80,65,15,515 81,17,98,995 39,02,57,428 80,65,15,515 39,02,57,428
Percentage of shareholding  70.23  70.68  67.96  70.23 67.96
Promoters and Promoter Group Shareholding          
Pledged / Encumbered          
Number of shares  –  –  –  –  –
Percentage of shares (as a % of the total shareholding of promoter and promoter group)  –  –  –  –  –
Percentage of shares (as a % of the total share capital of the Company)  –  –  –  –  –
Non-encumbered          
Number of shares 15,02,15,636 15,02,15,636 9,15,08,078 15,02,15,636 9,15,08,078
Percentage of shares (as a % of the total shareholding of promoter and promoter group)  100.00  100.00  100.00  100.00 100.00
Percentage of shares (as a % of the total share capital of the Company)  13.08  13.08  15.94  13.08 15.94

  

(1)Total Public Shareholding as defined under Clause 40A of the Listing Agreement excludes shares held by the founders and American Depository Receipt Holders and as at March 31, 2015 and December 31, 2014, also excludes treasury shares.

 

1. The audited consolidated financial statements for the quarter and year ended March 31, 2015 have been taken on record by the Board of Directors at its meeting held on April 24, 2015. The statutory auditors have expressed an unqualified audit opinion. The information presented above is extracted from the audited consolidated financial statements. The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
    
2. The Board, at the meeting held on February 4, 2015, appointed Roopa Kudva as Independent Director effective from that date.
    
3. During the quarter ended June 30, 2014, based on internal and external technical evaluation, the management reassessed, with effect from April 1, 2014, the remaining useful life of assets primarily consisting of buildings and computers. Accordingly, the useful life of certain assets required change from previous estimates. If the group had continued with the previously assessed useful lives, charge for depreciation and cost of sales for the three months and year ended March 31, 2015 would have been higher by 79 crore and 435 crore, respectively on assets held at April 1, 2014.
    
4. Investments - Current and proposed
    
  a)On March 5, 2015, Infosys acquired 100% of the voting interests in Panaya Inc. (Panaya), a Delaware Corporation in the United States. Panaya is a leading provider of automation technology for large scale enterprise and software management. The business acquisition was conducted by entering into a share purchase agreement for cash consideration of approximately 1,398 crore.
    
  b)During the quarter ended March 31, 2015, Infosys has invested 94 crore to form a new company along with Dream Works Animation (DWA). The new company, DWA Nova LLC, will develop and commercialize image generation technology in order to provide end-to-end digital manufacturing capabilities for companies involved in the design, manufacturing, marketing or distribution of physical consumer products. The investment is accounted for as an associate in the consolidated financial statements.
    
  c)On April 24, 2015, the company entered into a definitive agreement to acquire Kallidus Inc. (d.b.a Skava) and its affiliate, a leading provider of digital experience solutions, including mobile commerce and in-store shopping experiences to large retail clients for a consideration of $120 million (approximately 750 crore) including a deferred component and retention bonus.
    
5. On April 24, 2015, the Board of Directors of Infosys has authorized the Company to execute a Business Transfer Agreement and related documents with Egdeverve, a wholly owned subsidiary, subject to securing the requisite approval from shareholders. The proposed transfer of the business of Finacle and EdgeServices to Edgeverve is at an estimated consideration of upto 3,400 crore and upto 220 crore, respectively.
    
6. Bonus Issue
    
  a)The Company has allotted 57,42,36,166 fully paid up equity shares of face value 5/- each during the quarter ended December 31, 2014 pursuant to a bonus issue approved by the shareholders through postal ballot by capitalization of share premium. The record date fixed by the Board of Directors was December 3, 2014. Bonus share of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, has been allotted. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder remains unchanged. Options granted under the stock option plan have been adjusted for bonus shares. The earnings per share has been adjusted for previous periods presented in accordance with IAS 33, Earnings per share.
    
  b)The Board in its meeting held on April 24, 2015 has considered, approved and recommended a bonus issue of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, as on a record date to be determined. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder would remain unchanged. The bonus issue of equity shares and ADSs will be subject to approval by the shareholders, and any other applicable statutory and regulatory approvals. Accordingly, the record date for the bonus issues of equity shares and ADSs will be June 17, 2015, subject to shareholders' approval. This date is proposed by the company and will be re-confirmed after shareholder approval.
    
7. Information on dividends for the quarter and year ended March 31, 2015

 

The Board of Directors recommended a final dividend of 29.50/- per equity share (equivalent to 14.75 per share after 1:1 bonus issue, if approved by shareholders) for the financial year ended March 31, 2015. The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company, which is now being held on June 22, 2015. The book closure date for the purpose of the Annual General Meeting and payment of final dividend is June 17, 2015.

 (in )

Particulars Quarter ended March 31, Quarter ended December 31, Quarter ended March 31, Year ended March 31,
  2015 2014 2014(1) 2015 2014(1)
Dividend per share (par value 5/- each)          
Interim dividend (1)  –  –  –  30.00 20.00
Final dividend  29.50  –  43.00  29.50 43.00
Total dividend  29.50  –  43.00  59.50 63.00

 

(1)Not adjusted for bonus issue

 

The Board has decided to revise and increase dividend pay-out ratio from up to 40% to up to 50% of post-tax profits effective fiscal 2015.

 

8.Other information (Consolidated – Audited)

(in crore) 

Particulars Quarter ended March 31, Quarter ended December 31, Quarter ended March 31, Year ended March 31,
  2015 2014 2014 2015 2014
Staff costs  7,319  7,546  7,271  29,742 28,834
Items exceeding 10% of aggregate expenditure  –  –  –  –  –
Details of other income:          
Interest income on deposits and certificates of deposit  696  677  582  2,631 2,156
Income from available-for-sale financial assets  51  61  58  261 224
Miscellaneous income, net  19  19  28  60 59
Gains/(losses) on foreign currency  115  83  183  475 230
Total  881  840  851  3,427 2,669

 

9.Audited financial results of Infosys Limited (Standalone information)

(in crore) 

Particulars Quarter ended March 31, Quarter ended December 31, Quarter ended March 31, Year ended March 31,
  2015 2014 2014 2015 2014
Revenues  11,926  12,192  11,366  47,300 44,341
Profit before exceptional item and tax  4,170  4,252  3,887  16,386 14,002
Profit on transfer of business (1)  –  –  –  412  –
Profit before tax  4,170  4,252  3,887  16,798 14,002
Profit for the period  3,024  3,055  2,883  12,164 10,194

 

Note:The audited results of Infosys Limited for the above mentioned periods are available on our website, www.infosys.com. The information above has been extracted from the audited financial statements as stated.

 

(1)Exceptional item pertains to profit on transfer of business to Edgeverve, a wholly owned subsidiary.

 

10.Information on investor complaints pursuant to Clause 41 of the Listing Agreement for the quarter ended March 31, 2015

 

Nature of complaints received Opening balance Additions Disposal Closing balance
Non-receipt of dividend  –  102  102  –

 

11.Consolidated statement of Assets and Liabilities (IFRS Consolidated Audited)

(in crore)

Particulars As at
  March 31, 2015 March 31, 2014
EQUITY AND LIABILITIES    
Shareholders’ funds    
Share capital  572  286
Reserves and surplus  54,191  47,244
Sub-total- Shareholders' Fund  54,763  47,530
Minority interests  –  –
Non–current liabilities    
Deferred tax liabilities (net)  160  64
Other long-term liabilities  46  323
Sub-total- Non- Current liabilities  206  387
Current liabilities    
Trade payables  140  173
Other current liabilities  10,765  8,586
Short-term provisions  478  379
Sub-total- Current liabilities  11,383  9,138
TOTAL - EQUITY AND LIABILITIES  66,352  57,055
ASSETS    
Non-current assets    
Fixed assets  9,763  8,229
Goodwill  3,091  2,157
Non-current investments  1,438  1,252
Deferred tax assets (net)  537  656
Other non-current assets  4,327  1,742
Sub-total- Non- Current assets  19,156  14,036
Current assets    
Current investments  874  3,056
Trade receivables  9,713  8,351
Cash and cash equivalents  30,367  25,950
Other current assets  6,242  5,662
Sub-total Current assets  47,196  43,019
TOTAL - ASSETS  66,352  57,055

 

The above disclosure is in compliance with Clause 41(V)(h) and Annexure IX of the Listing Agreement. The disclosure is an extract of the audited IFRS Consolidated Balance Sheet as at March 31, 2015.

 

12.Segment reporting (IFRS Consolidated – Audited)

(in crore)

Particulars Quarter ended March 31, Quarter ended December 31, Quarter ended March 31, Year ended March 31,
  2015 2014 2014 2015 2014
Revenue by business segment          
Financial Services and Insurance (FSI)  4,030  4,032  3,749  15,575 14,698
Manufacturing (MFG)  3,004  3,039  2,809  11,735 10,853
Energy & utilities, Communication and Services (ECS)  2,113  2,245  2,075  8,580 7,932
Retail, Consumer packaged goods and Logistics (RCL)  2,143  2,184  2,132  8,669 8,346
Life Sciences and Healthcare (LSH)  906  981  844  3,584 3,399
Growth Markets (GMU)  1,215  1,315  1,266  5,176 4,905
Total  13,411  13,796  12,875  53,319 50,133
Less: Inter-segment revenue  –  –  –  –  –
Net revenue from operations  13,411  13,796  12,875  53,319 50,133
Segment profit before tax, depreciation and non-controlling interests:          
Financial Services and Insurance (FSI)  1,226  1,213  1,189  4,641 4,349
Manufacturing (MFG)  723  753  705  2,899 2,452
Energy & utilities, Communication and Services (ECS)  599  667  633  2,400 2,274
Retail, Consumer packaged goods and Logistics (RCL)  635  671  627  2,631 2,221
Life Sciences and Healthcare (LSH)  236  287  205  919 749
Growth Markets (GMU)  313  363  284  1,411 1,373
Total  3,732  3,954  3,643  14,901 13,418
Less: Other unallocable expenditure  283  265  362  1,069 1,377
Add: Unallocable other income  881  840  851  3,427 2,669
Add: Share in Associate's profit / (loss)  (1)  –  –  (1)  –
Profit before tax and non-controlling interests  4,329  4,529  4,132  17,258 14,710

  

Notes on segment information

 

Business segments

 

Effective quarter ended March 31, 2014, the Company reorganized its segments, consequent to which the business segments of the Company are as set out above. The previous period figures, extracted from the audited consolidated financial statements, have been presented after incorporating necessary reclassification adjustments pursuant to changes in the reportable segments.

 

Effective April 1, 2015, the Company reorganized its segments to support the delivery of innovation. This structure will help deliver services that will reflect the way technology is consumed in layers by the enterprise. Consequent to the internal reorganization, Growth Markets (GMU) comprising enterprises in APAC (Asia Pacific) and Africa have been subsumed across the other verticals.

 

Segmental capital employed

 

Assets and liabilities used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments. The Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

 

  By order of the Board
  for Infosys Limited
   
Chennai, India Dr. Vishal Sikka
April 24, 2015 Chief Executive Officer and Managing Director

  

The Board has also taken on record the unaudited condensed consolidated results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2015, prepared as per International Financial Reporting Standards (IFRS) and reported in US Dollars. A summary of the financial statements is as follows:

(in US$ million, except per equity share data) 

Particulars Quarter ended March 31, Quarter ended December 31, Quarter ended March 31, Year ended March 31,
  2015 2014 2014 2015 2014
Revenues 2,159 2,218 2,092 8,711 8,249
Cost of sales  1,317  1,360  1,318  5,374 5,292
Gross profit  842  858  774  3,337 2,957
Net profit  498  522  487  2,013 1,751
Earnings per Equity Share          
Basic  0.44  0.46  0.43  1.76 1.53
Diluted  0.44  0.46  0.43  1.76 1.53
Total assets 10,615 10,028 9,522 10,615 9,522
Cash and cash equivalents including available-for-sale financial assets (current) and certificates of deposit 4,999 5,319 4,841 4,999 4,841

 

Certain statements in this advertisement concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the 'safe harbor' under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal or expiration of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2014 and on Form 6-K for the quarters ended June 30, 2014, September 30, 2014 and December 31, 2014. These filings are available at www.sec.gov. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that the date of this advertisement is April 24, 2015, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.