EX-99.3 VOTING TRUST 4 exv99w03.htm FORM OF RELEASE TO STOCK EXCHANGES

Exhibit 99.3
Form of Release to Stock Exchanges

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

Statement of Consolidated Audited Results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2024 prepared in compliance with the Indian Accounting Standards (Ind-AS)

(in crore, except per equity share data)

Particulars	Quarter ended March 31,	Quarter ended December 31,	Quarter Ended March 31,	Year ended March 31,
	2024	2023	2023	2024	2023
	Audited	Audited	Audited	Audited	Audited
Revenue from operations	37,923	38,821	37,441	153,670	146,767
Other income, net (refer note 1(f))	2,729	789	671	4,711	2,701
Total Income	40,652	39,610	38,112	158,381	149,468
Expenses
Employee benefit expenses	20,393	20,651	20,311	82,620	78,359
Cost of technical sub-contractors	2,967	3,066	3,116	12,232	14,062
Travel expenses	471	387	426	1,759	1,525
Cost of software packages and others	3,687	3,722	2,886	13,515	10,902
Communication expenses	147	169	171	677	713
Consultancy and professional charges	489	504	387	1,726	1,684
Depreciation and amortization expenses	1,163	1,176	1,121	4,678	4,225
Finance cost	110	131	82	470	284
Other expenses	985	1,185	1,146	4,716	4,392
Total expenses	30,412	30,991	29,646	122,393	116,146
Profit before tax	10,240	8,619	8,466	35,988	33,322
Tax expense: (refer note 1(e))
Current tax	1,173	2,419	2,260	8,390	9,287
Deferred tax	1,092	87	72	1,350	(73)
Profit for the period	7,975	6,113	6,134	26,248	24,108
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Remeasurement of the net defined benefit liability/asset, net	26	71	25	120	8
Equity instruments through other comprehensive income, net	(12)	(9)	(15)	19	(7)
Items that will be reclassified subsequently to profit or loss
Fair value changes on derivatives designated as cash flow hedges, net	28	(46)	36	11	(7)
Exchange differences on translation of foreign operations	(231)	436	61	226	776
Fair value changes on investments, net	37	52	42	144	(256)
Total other comprehensive income/(loss), net of tax	(152)	504	149	520	514

Total comprehensive income for the period	7,823	6,617	6,283	26,768	24,622

Profit attributable to:
Owners of the company	7,969	6,106	6,128	26,233	24,095
Non-controlling interests	6	7	6	15	13
	7,975	6,113	6,134	26,248	24,108

Total comprehensive income attributable to:
Owners of the company	7,821	6,605	6,276	26,754	24,598
Non-controlling interests	2	12	7	14	24
	7,823	6,617	6,283	26,768	24,622

Paid up share capital (par value 5/- each, fully paid)	2,071	2,070	2,069	2,071	2,069
Other equity *^#	86,045	73,338	73,338	86,045	73,338

Earnings per equity share (par value 5/- each)**
Basic (in per share)	19.25	14.76	14.79	63.39	57.63
Diluted (in per share)	19.22	14.74	14.77	63.29	57.54

Balances for the quarter ended December 31, 2023 represent balances as per the audited Balance Sheet as at March 31, 2023 as required by SEBI (Listing and Other Disclosure Requirements) Regulations, 2015

EPS is not annualized for the quarter ended March 31, 2024, quarter ended December 31, 2023 and quarter ended March 31, 2023.

Excludes non-controlling interest

1. Notes

a) The audited interim consolidated financial statements for the quarter and year ended March 31, 2024 have been taken on record by the Board of Directors at its meeting held on April 18, 2024. The statutory auditors, Deloitte Haskins & Sells LLP have expressed an unmodified audit opinion. The information presented above is extracted from the audited interim condensed consolidated financial statements. These interim condensed consolidated financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as 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 thereafter.

b) Update on McCamish Cybersecurity incident

In November 2023, Infosys McCamish Systems (McCamish), a step-down subsidiary of Infosys Limited, experienced a cybersecurity incident resulting in the non-availability of certain applications and systems. McCamish initiated its incident response and engaged cybersecurity and other specialists to assist in its investigation of and response to the incident and remediation and restoration of impacted applications and systems. By December 31, 2023, McCamish, with external specialists’ assistance, substantially remediated and restored the affected applications and systems.

Loss of contracted revenues and costs incurred with respect to remediations, restoration, communication efforts, investigative processes and analysis, legal services and others amounted to $38 million (approximately 316 crore) for the year ended March 31, 2024.

Actions taken by McCamish included investigative analysis conducted by a third-party cybersecurity firm to determine, among other things, whether and the extent to which company or customer data was subject to unauthorized access or exfiltration. McCamish also engaged a third-party vendor for eDiscovery in assessing the extent and nature of such data. McCamish in coordination with its third-party eDiscovery vendor has identified corporate customers and individuals whose information was subject to unauthorized access and exfiltration. McCamish’s review process is ongoing. McCamish may incur additional costs including indemnities or damages/claims, which are indeterminable at this time.

c) Proposed acquisition

On April 18, 2024, Infosys Germany GmBH a wholly owned step down subsidiary of Infosys Limited, entered into a definitive agreement to acquire 100% of the equity share capital of in-tech Holding GmbH, a leading provider of Engineering R&D services headquartered in Germany, for a consideration including earn-outs amounting up to EUR 450 million (approximately 4,045 crore) excluding management incentives, and retention bonus subject to customary closing adjustments.

d) Update on 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 5-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.

e) Update on orders received from the Indian Income tax department

During the quarter ending March 31, 2024, the Company received orders under sections 250 and 254 of the Income tax Act, 1961, from the Income Tax Authorities in India for the assessment years, 2007-08 to 2015-16, 2017-18 and 2018-19. These orders confirmed the Company's position with respect to tax treatment of certain contentious matters. As a result interest income (pre-tax) of 1,933 crore (included in other income as mentioned in point (f) below) was recognised and provision for income tax aggregating 525 crore was reversed with a corresponding credit to the Statement of Profit and Loss. Also, upon resolution of the disputes, an amount aggregating to 1,628 crore has been reduced from contingent liabilities.

f) Other income includes interest on income tax refund of 1,916 crore and 2 crore for the quarter ended March 31, 2024 and March 31, 2023 respectively, 1,965 crore and 3 crore for the year ended March 31, 2024 and March 31, 2023 respectively, and 42 crore for the quarter ended December 31, 2023.

g) Update on employee stock grants

The Board, on April 18, 2024, based on the recommendations of the Nomination and Remuneration Committee, approved the following annual grants to Salil Parekh, CEO and MD as per his employment agreement approved by shareholders:

i) The grant of annual performance-based stock incentives (Annual Performance Equity Grant) in the form of Restricted Stock Units (RSU's) covering Company’s equity shares having a market value of 34.75 crore as on the date of the grant under the 2015 Stock Incentive Compensation Plan (2015 plan) which shall vest 12 months from the date of grant subject to achievement of performance targets as determined by the Board.

ii) The grant of annual performance-based stock incentives (Annual performance equity ESG grant) in the form of RSU's covering Company’s equity shares having a market value of 2 crore as on the date of the grant under the 2015 Plan, which shall vest 12 months from the date of the grant subject to the Company’s achievement of certain environment, social and governance milestones as determined by the Board.

iii)The grant of annual performance-based stock incentives (Annual performance Equity TSR grant) in the form of RSU's covering Company’s equity shares having a market value of 5 crore as on the date of the grant under the 2015 Plan, which shall vest after March 31, 2025 subject to the Company’s performance on cumulative relative TSR over the years and as determined by the Board.

iv) The grant of annual performance-based stock incentives (2019 Annual Performance Equity Grant) in the form of Restricted Stock Units (RSU's) covering Company’s equity shares having a market value of 10 crore as on the date of the grant under the Infosys Expanded Stock Ownership Program-2019 (2019 Plan), which shall vest 12 months from the date of the grant subject to the Company’s achievement of certain performance criteria as laid out in the 2019 Plan.

The above RSUs will be granted w.e.f May 2, 2024 and the number of RSU's will be calculated based on the market price at the close of trading on May 2, 2024.

2. Information on dividends for the quarter and year ended March 31, 2024

For financial year 2024, the Board recommended a final dividend of 20/- (par value of 5/- each) per equity share and additionally a special dividend of 8/- (par value of 5/- each) per equity share. This payment is subject to the approval of shareholders in the Annual General Meeting (AGM) of the Company to be held on June 26, 2024. The record date for the purpose of the payment of final and special dividend is May 31, 2024. The dividend will be paid on July 1, 2024. For the financial year ended 2023, the Company declared a final dividend of 17.50/- per equity share.

The Board of Directors (in the meeting held on October 12, 2023) declared an interim dividend of 18/- (par value 5/- each) per equity share. The record date for the payment was October 25, 2023 and the same was paid on November 6, 2023. The interim dividend declared in the previous year was 16.50/- per equity share

(in )

Particulars	Quarter ended March 31,	Quarter ended December 31,	Quarter ended March 31,	Year ended March 31,
	2024	2023	2023	2024	2023
Dividend per share (par value 5/- each)
Interim dividend	–	–	–	18.00	16.50
Final dividend	20.00	–	17.50	20.00	17.50
Special dividend	8.00	–	–	8.00	–

3. Audited Consolidated Balance Sheet

(in crore)

Particulars	As at
	March 31, 2024	March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment	12,370	13,346
Right of use assets	6,552	6,882
Capital work-in-progress	293	288
Goodwill	7,303	7,248
Other Intangible assets	1,397	1,749
Financial assets
Investments	11,708	12,569
Loans	34	39
Other financial assets	3,105	2,798
Deferred tax assets (net)	454	1,245
Income tax assets (net)	3,045	6,453
Other non-current assets	2,121	2,318
Total non-current assets	48,382	54,935
Current assets
Financial assets
Investments	12,915	6,909
Trade receivables	30,193	25,424
Cash and cash equivalents	14,786	12,173
Loans	248	289
Other financial assets	12,085	11,604
Income tax assets (net)	6,397	6
Other current assets	12,808	14,476
Total current assets	89,432	70,881
Total Assets	137,814	125,816
EQUITY AND LIABILITIES
Equity
Equity share capital	2,071	2,069
Other equity	86,045	73,338
Total equity attributable to equity holders of the Company	88,116	75,407
Non-controlling interests	345	388
Total equity	88,461	75,795
Liabilities
Non-current liabilities
Financial liabilities
Lease liabilities	6,400	7,057
Other financial liabilities	2,130	2,058
Deferred tax liabilities (net)	1,794	1,220
Other non-current liabilities	235	500
Total non-current liabilities	10,559	10,835
Current liabilities
Financial liabilities
Lease liabilities	1,959	1,242
Trade payables	3,956	3,865
Other financial liabilities	16,959	18,558
Other Current Liabilities	10,539	10,830
Provisions	1,796	1,307
Income tax liabilities (net)	3,585	3,384
Total current liabilities	38,794	39,186
Total equity and liabilities	137,814	125,816

The disclosure is an extract of the audited Consolidated Balance Sheet as at March 31, 2024 and March 31, 2023 prepared in compliance with the Indian Accounting Standards (Ind-AS).

4. Audited Consolidated Statement of Cash Flows

(in crore)

Particulars	Year ended March 31,
	2024	2023
Cash flow from operating activities
Profit for the year	26,248	24,108
Adjustments to reconcile net profit to net cash provided by operating activities:
Income tax expense	9,740	9,214
Depreciation and amortization	4,678	4,225
Interest and dividend income	(2,067)	(1,817)
Finance cost	470	284
Impairment loss recognized / (reversed) under expected credit loss model	121	283
Exchange differences on translation of assets and liabilities, net	76	161
Stock compensation expense	652	519
Provision for post sale client support	75	120
Interest receivable on income tax refund	(1,934)	-
Other adjustments	1,464	508
Changes in assets and liabilities
Trade receivables and unbilled revenue	(2,667)	(7,076)
Loans, other financial assets and other assets	(1,172)	(3,108)
Trade payables	91	(279)
Other financial liabilities, other liabilities and provisions	(1,334)	4,119
Cash generated from operations	34,441	31,261
Income taxes paid	(9,231)	(8,794)
Net cash generated by operating activities	25,210	22,467
Cash flows from investing activities
Expenditure on property, plant and equipment and intangibles	(2,201)	(2,579)
Deposits placed with corporation	(847)	(996)
Redemption of deposits placed with Corporation	710	762
Interest and dividend received	1,768	1,525
Payment towards acquisition of business, net of cash acquired	-	(910)
Payment of contingent consideration pertaining to acquisition of business	(101)	(60)
Escrow and other deposits pertaining to Buyback	-	(483)
Redemption of escrow and other deposits pertaining to Buyback	-	483
Other receipts	128	71
Payments to acquire Investments
Tax free bonds and government bonds	-	(27)
Liquid mutual fund units	(66,191)	(70,631)
Target maturity fund	-	(400)
Certificates of deposit	(8,509)	(10,348)
Commercial Paper	(10,387)	(3,003)
Non convertible debentures	(1,526)	(249)
Government securities	-	(1,569)
Other investments	(14)	(20)
Proceeds on sale of Investments
Tax free bonds and government bonds	150	221
Liquid mutual fund units	64,767	71,851
Certificates of deposit	9,205	10,404
Commercial Paper	6,479	2,298
Non-convertible debentures	1,230	470
Government securities	304	1,882
Other investments	26	99
Net cash used in investing activities	(5,009)	(1,209)
Cash flows from financing activities:
Payment of lease liabilities	(2,024)	(1,231)
Payment of dividends	(14,692)	(13,631)
Payment of dividend to non-controlling interest of subsidiary	(39)	(22)
Shares issued on exercise of employee stock options	5	35
Payment towards purchase of non-controlling interest	(18)	-
Other receipts	-	132
Other payments	(736)	(479)
Buyback of equity shares including transaction cost and tax on buyback	-	(11,499)
Net cash used in financing activities	(17,504)	(26,695)
Net increase / (decrease) in cash and cash equivalents	2,697	(5,437)
Effect of exchange rate changes on cash and cash equivalents	(84)	138
Cash and cash equivalents at the beginning of the period	12,173	17,472
Cash and cash equivalents at the end of the period	14,786	12,173
Supplementary information:
Restricted cash balance	348	362

The disclosure is an extract of the audited Consolidated Statement of Cash flows for the year ended March 31, 2024 and March 31, 2023 prepared in compliance with Indian Accounting Standard (Ind AS) 34 Interim Financial Reporting.

5. Segment reporting (Consolidated - Audited)

(in crore)

Particulars	Quarter ended March 31,	Quarter ended December 31,	Quarter ended March 31,	Year ended March 31
	2024	2023	2023	2024	2023
Revenue by business segment
Financial Services ^(1)#	10,010	10,783	10,818	42,158	43,763
Retail ⁽²⁾	5,429	5,649	5,537	22,504	21,204
Communication ⁽³⁾	4,666	4,421	4,411	17,991	18,086
Energy, Utilities, Resources and Services	5,068	5,121	4,825	20,035	18,539
Manufacturing	5,589	5,786	5,078	22,298	19,035
Hi-Tech	3,316	2,985	2,989	12,411	11,867
Life Sciences ⁽⁴⁾	2,762	2,954	2,681	11,515	10,085
All other segments ⁽⁵⁾	1,083	1,122	1,102	4,758	4,188
Total	37,923	38,821	37,441	153,670	146,767
Less: Inter-segment revenue	–	–	–	–	–
Net revenue from operations	37,923	38,821	37,441	153,670	146,767
Segment profit before tax, depreciation and non-controlling interests:
Financial Services ^(1)#	1,941	2,260	2,600	9,324	10,843
Retail ⁽²⁾	1,864	1,715	1,634	6,882	6,396
Communication ⁽³⁾	810	860	958	3,688	3,759
Energy, Utilities , Resources and Services	1,431	1,450	1,302	5,523	5,155
Manufacturing	1,081	1,110	902	4,197	3,113
Hi-Tech	803	758	750	3,153	2,959
Life Sciences ⁽⁴⁾	632	766	705	2,898	2,566
All other segments ⁽⁵⁾	222	218	147	760	339
Total	8,784	9,137	8,998	36,425	35,130
Less: Other Unallocable expenditure	1,163	1,176	1,121	4,678	4,225
Add: Unallocable other income	2,729	789	671	4,711	2,701
Less: Finance cost	110	131	82	470	284
Profit before tax and non-controlling interests	10,240	8,619	8,466	35,988	33,322

⁽¹⁾

Financial Services include enterprises in Financial Services and Insurance

⁽²⁾

Retail includes enterprises in Retail, Consumer Packaged Goods and Logistics

⁽³⁾

Communication includes enterprises in Communication, Telecom OEM and Media

⁽⁴⁾

Life Sciences includes enterprises in Life sciences and Health care

⁽⁵⁾

All other segments include operating segments of businesses in India, Japan, China, Infosys Public Services & other enterprises in Public Services

Includes impact on account of McCamish cybersecurity incident. Refer note 1.b) above.

Notes on segment information

Business segments

Based on the "management approach" as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the Group's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments.

Segmental capital employed

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

6. 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,
	2024	2023	2023	2024	2023
Revenue from operations	32,001	32,491	30,531	128,933	124,014
Profit before tax	10,414	8,876	7,957	35,953	31,643
Profit for the period	8,480	6,552	5,904	27,234	23,268

The audited results of Infosys Limited for the above mentioned periods are available on our website, www.infosys.com and on the Stock Exchange website www.nseindia.com and www.bseindia.com. The information above has been extracted from the audited interim standalone financial statements as stated.

	By order of the Board
	for Infosys Limited
Bengaluru, India	Salil Parekh Chief Executive Officer and Managing Director
April 18, 2024

The Board has also taken on record the consolidated results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2024, 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,
	2024	2023	2023	2024	2023
	Audited	Audited	Audited	Audited	Audited
Revenues	4,564	4,663	4,554	18,562	18,212
Cost of sales	3,219	3,274	3,164	12,975	12,709
Gross profit	1,345	1,389	1,390	5,587	5,503
Operating expenses	428	433	433	1,753	1,678
Operating profit	917	956	957	3,834	3,825
Other income, net	328	95	82	568	335
Finance cost	13	16	10	56	35
Profit before income taxes	1,232	1,035	1,029	4,346	4,125
Income tax expense	273	301	284	1,177	1,142
Net profit	959	734	745	3,169	2,983
Earnings per equity share *
Basic	0.23	0.18	0.18	0.77	0.71
Diluted	0.23	0.18	0.18	0.76	0.71
Total assets	16,523	15,606	15,312	16,523	15,312
Cash and cash equivalents and current investments	3,321	2,598	2,322	3,321	2,322

EPS is not annualized for the quarter ended March 31, 2024, quarter ended December 31, 2023 and quarter ended March 31, 2023.

Certain statements in this release concerning our future growth prospects, our future financial or operating performance, and the McCamish cybersecurity incident review and notification process are forward-looking statements 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 or outcomes 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 the execution of our business strategy, our ability to attract and retain personnel, our ability to effectively implement a hybrid working model, macro-economic and geo-political situations, technological innovations such as Generative AI, the complex and evolving regulatory landscape including immigration regulation changes, onerous terms and conditions in customer contracts, our ESG vision, our capital allocation policy and expectations concerning our market position, future operations, margins, profitability, liquidity, capital resources, our corporate actions including acquisitions, the findings of the ongoing review of the extent and nature of accessed or exfiltrated data in relation to the McCamish cybersecurity incident and reaction to such findings, the timing of the review and notification process, and the amount of any additional costs, including indemnities or damages / claims, resulting from the incident. Important factors that may cause actual results or outcomes to differ from those implied by the forward-looking statements are discussed in more detail in our US Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2023. 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. 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.