EX-99.12 REV RULING 9 exv99w08.htm FORM OF ADVERTISEMENT

Exhibit 99.8

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 half-year ended September 30, 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 September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30,  Year ended
March 31,
  2015 2015 2014 2015 2014 2015
Revenues  15,635  14,354  13,342  29,989  26,112  53,319
Cost of sales  9,724  9,123  8,201  18,847  16,247  32,883
Gross profit  5,911  5,231  5,141  11,142  9,865  20,436
Selling and marketing expenses  843  820  769  1,663  1,435  2,941
Administrative expenses  1,075  964  889  2,038  1,736  3,663
Operating profit  3,993  3,447  3,483  7,441  6,694  13,832
Other income, net  793  758  877  1,551  1,706  3,427
Share in associate's profit /(loss)  (1) – –  (1) –  (1)
Profit before income taxes  4,785  4,205  4,360  8,991  8,400  17,258
Income tax expense  1,387  1,175  1,264  2,562  2,418  4,929
Net profit  3,398  3,030  3,096  6,429  5,982  12,329
Paid-up equity share capital (par value 5/- each, fully paid)  1,144  1,144  286  1,144  286  572
Share premium, retained earnings and other components of equity  54,191  54,191  47,244  54,191  47,244  54,191
Earnings per share (par value 5/- each) (1)            
Basic 14.87 13.26 13.55 28.13 26.17 53.94
Diluted 14.87 13.26 13.55 28.13 26.17 53.94
Total public shareholding(2)            
Number of shares 159,98,70,171 160,06,77,720 39,66,88,097 159,98,70,171 39,66,88,097 80,65,15,515
Percentage of shareholding  69.65  69.69  69.08  69.65  69.08  70.23
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 30,04,31,272  30,04,31,272  9,14,08,078 30,04,31,272 9,14,08,078 15,02,15,636
Percentage of shares (as a % of the total shareholding of promoter and promoter group)  100.00  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  15.92  13.08  15.92  13.08

 

(1)Adjusted for bonus issues wherever applicable
(2)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 September 30, 2015, June 30, 2015 and March 31, 2015, also excludes treasury shares.

 

1.The audited consolidated financial statements for the quarter and half-year ended September 30, 2015 have been taken on record by the Board of Directors at its meeting held on October 12, 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.Senior management changes
  
 Mr. Rajiv Bansal, Executive Vice President and Chief Financial Officer (CFO) of Infosys since October 2012, has informed the Company of his intention to resign. He will be replaced by M.D. Ranganath effective end of business October 12, 2015.
  
3.Investments
  
 On April 24, 2015, the Board of Directors of Infosys has authorized the Company to execute a Business Transfer Agreement and related documents with EdgeVerve, a wholly owned subsidiary, to transfer the business of Finacle and Edge Services. Post the requisite approval from shareholders through postal ballot on June 4, 2015, a Business Transfer Agreement and other related documents were executed with EdgeVerve to transfer the business with effect from August 1, 2015. The Company has undertaken an enterprise valuation by an independent valuer and accordingly the business was transferred for a consideration of 3,222 crore and 177 crore for Finacle and Edge Services, respectively. The consideration will be settled through the issue of equity and debentures subject to the approval of the shareholders of EdgeVerve.
  
 The transfer of assets and liabilities is accounted for at carrying values and does not have any impact on the consolidated financial statements.
  
4. The Board approved the 2015 Incentive Compensation Plan, amending the existing 2011 RSU Plan. The 2011 RSU plan has been amended in accordance with the SEBI (share based employee benefits) regulations, 2014 and will be issued as the 2015 Incentive Compensation Plan. The grants made under the 2011 RSU plan will continue to be administered and implemented by the 2015 Incentive Compensation Plan. The 2015 Incentive Compensation Plan will be subject to the approval of shareholders.
  
 The Board further approved the issuance of new shares, so as not to cumulatively exceed 2% of the shares outstanding, in order to support grants made over time under the 2015 Incentive Compensation Plan. Approval to issue such shares under the 2015 Incentive Compensation plan will be subject to the approval of shareholders.
  
5.Information on dividends for the quarter and half-year ended September 30, 2015
  
 The Board declared an interim dividend of 10/- per equity share. The record date for the payment of interim dividend is October 19, 2015. The interim dividend will be paid on October 21, 2015. The interim dividend declared in the previous year was 30/-(not adjusted for bonus issues) per equity share.

  (in )

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended March 31,
  2015 2015 2014 2015 2014 2015
Dividend per share (par value 5/- each)            
Interim dividend  10.00 – 30.00(1)  10.00 30.00(1) 30.00(1)
Final dividend – – – – – 29.50(2)

 

(1) Not adjusted for bonus issues on December 3, 2014 and June 17, 2015

(2) Not adjusted for bonus issue on June 17, 2015

 

The final dividend of 29.50/- per equity share (not adjusted for bonus issue on June 17, 2015) for fiscal 2015 was approved by the shareholders at the Annual General Meeting of the Company held on June 22, 2015 and the same was paid on June 23, 2015.

 

6. Other information (Consolidated - Audited)

(in crore)

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended
March 31,
  2015 2015 2014 2015 2014 2015
Staff costs  8,558  8,053  7,522  16,612  14,877  29,742
Items exceeding 10% of aggregate expenditure – – – – – –
Details of other income:            
Interest income on deposits and certificates of deposit  624  657  644  1,281  1,258  2,631
Income from available-for-sale financial assets  47  49  70  96  149  261
Miscellaneous income, net  70  77  15  147  22  60
Gains / (losses) on foreign currency  52  (25)  148  27  277  475
Total  793  758  877  1,551  1,706  3,427

 

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

(in crore)

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended
March 31,
  2015 2015 2014 2015 2014 2015
Revenues  13,525  12,738  11,863  26,263  23,182  47,300
Profit before exceptional item and tax  4,575  3,993  4,169  8,569  7,964  16,386
Profit on transfer of business(1)  3,036 –  412  3,036  412  412
Profit before tax  7,611  3,993  4,581  11,605  8,376  16,798
Profit for the period  6,306  2,897  3,365  9,204  6,085  12,164

 

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 Systems Limited, a wholly owned subsidiary.

 

8.Information on investor complaints pursuant to Clause 41 of the Listing Agreement for the quarter ended September 30, 2015

 

Nature of complaints received Opening balance Additions Disposal Closing balance
Non-receipt of dividend / Annual Report –  218  218 –

 

9. Consolidated statement of assets and liabilities (IFRS Consolidated – Audited)

 (in crore)

Particulars As at
  September 30, 2015 March 31, 2015
EQUITY AND LIABILITIES    
Shareholders’ funds    
Share capital  1,144  572
Reserves and surplus  56,201  54,191
Sub-total – Shareholders' Fund  57,345  54,763
Minority interests – –
Non-current liabilities    
Deferred tax liabilities  277  160
Other long-term liabilities  127  46
Sub-total – Non-current liabilities  404  206
Current liabilities    
Trade payables  110  140
Other current liabilities  12,612  10,765
Short-term provisions  435  478
Sub-total – Current liabilities  13,157  11,383
TOTAL– EQUITY AND LIABILITIES  70,906  66,352
ASSETS    
Non-current assets    
Fixed assets  10,603  9,763
Goodwill on consolidation  3,668  3,091
Non-current investments  1,705  1,438
Deferred tax assets  511  537
Other non-current assets  5,340  4,327
Sub-total – Non-current assets  21,827  19,156
Current assets    
Current investments  582  874
Trade receivables  10,397  9,713
Cash and cash equivalents  29,946  30,367
Other current assets  8,154  6,242
Sub-total Current assets  49,079  47,196
TOTAL – ASSETS  70,906  66,352

 

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 September 30, 2015.

 

10. Segment reporting (IFRS Consolidated - Audited)

(in crore)

Particulars Quarter ended September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended March 31,
  2015 2015 2014 2015 2014 2015
Revenue by business segment            
Financial Services (FS)  4,241  3,882  3,579  8,123  7,071  14,394
Manufacturing (MFG)  3,622  3,332  3,020  6,954  5,903  12,140
Energy & utilities, Communication and Services (ECS)  2,814  2,627  2,608  5,441  5,009  10,057
Retail, Consumer packaged goods and Logistics (RCL)  2,582  2,342  2,224  4,924  4,416  8,869
Life Sciences, Healthcare and Insurance (HILIFE)  2,086  1,944  1,673  4,031  3,262  6,881
All other segments  290  227  238  516  451  978
Total  15,635  14,354  13,342  29,989  26,112  53,319
Less: Inter-segment revenue – – – – – –
Net revenue from operations  15,635  14,354  13,342  29,989  26,112  53,319
Segment profit before tax, depreciation and non-controlling interests:            
Financial Services (FS)  1,258  1,073  1,052  2,331  2,051  4,262
Manufacturing (MFG)  891  785  778  1,677  1,492  3,025
Energy & utilities, Communication and Services (ECS)  834  783  835  1,617  1,561  3,049
Retail, Consumer packaged goods and Logistics (RCL)  726  645  668  1,370  1,327  2,679
Life Sciences, Healthcare and Insurance (HILIFE)  585  494  444  1,080  845  1,865
All other segments  60  (19)  (3)  41  (61)  21
Total  4,354  3,761  3,774  8,116  7,215  14,901
Less: Other unallocable expenditure  361  314  291  675  521  1,069
Add: Unallocable other income  793  758  877  1,551  1,706  3,427
Add: Share in Associate's profit / (loss)  (1) – –  (1) –  (1)
Profit before tax and non-controlling interests  4,785  4,205  4,360  8,991  8,400  17,258

 

 

Notes on segment information

 

Business segments

 

Effective April 1, 2015, the Company reorganized its segments to support its objective of delivery innovation. This structure will help deliver services that will reflect the way technology is consumed in layers by the client’s enterprise. Consequent to the internal reorganization, Growth Markets (GMU) comprising enterprises in APAC (Asia Pacific) and Africa have been subsumed across the other verticals, Insurance is part of HILIFE and businesses in India, Japan and China (All other segments) are run as standalone regional business units. 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.

 

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
   
Bangalore, India Dr. Vishal Sikka
October 12, 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 half-year ended September 30, 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 September 30, Quarter ended June 30, Quarter ended September 30, Half-year ended September 30, Year ended
March 31,
  2015 2015 2014 2015 2014 2015
Revenues 2,392 2,256 2,201 4,647 4,334 8,711
Cost of sales  1,488  1,434  1,353  2,922  2,697  5,374
Gross profit  904  822  848  1,725  1,637  3,337
Net profit  519  476  511  995  933  2,013
Earnings per equity share            
Basic  0.23  0.21  0.22  0.44  0.43  0.88
Diluted  0.23  0.21  0.22  0.44  0.43  0.88
Total assets 10,810 10,587 9,989 10,810 9,989 10,615
Cash and cash equivalents including available-for-sale financial assets (current) and certificates of deposit 4,655 4,537 5,232 4,655 5,232 4,999

 

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, 2015. 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 October 12, 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.