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, 2021 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,
  2021 2020 2020 2021 2020
  Audited Audited Audited Audited Audited
Revenue from operations  26,311  25,927  23,267  1,00,472 90,791
Other income, net  545  611  614  2,201 2,803
Total Income  26,856  26,538  23,881  1,02,673 93,594
Expenses          
Employee benefit expenses  14,440  14,097  12,916  55,541 50,887
Cost of technical sub-contractors  1,985  1,839  1,704  7,084 6,714
Travel expenses  161  126  667  554 2,710
Cost of software packages and others  1,072  1,150  755  4,223 2,703
Communication expenses  146  163  139  634 528
Consultancy and professional charges  395  319  339  1,261 1,326
Depreciation and amortisation expenses  831  826  749  3,267 2,893
Finance cost  50  49  45  195 170
Other expenses  841  818  1,071  3,286 3,656
Total expenses  19,921  19,387  18,385  76,045 71,587
Profit before tax  6,935  7,151  5,496  26,628 22,007
Tax expense:          
Current tax  1,662  1,927  1,335  6,672 5,775
Deferred tax  195  9  (174)  533 (407)
Profit for the period  5,078  5,215  4,335  19,423 16,639
Other comprehensive income          
Items that will not be reclassified subsequently to profit or loss          
Remeasurement of the net defined benefit liability/asset, net  (146)  126  (21)  134 (180)
Equity instruments through other comprehensive income, net  9  116  (2)  119 (33)
Items that will be reclassified subsequently to profit or loss          
Fair value changes on derivatives designated as cash flow hedges, net  26  (22)  25 (36)
Exchange differences on translation of foreign operations  (266)  211  237  130 378
Fair value changes on investments, net  (137)  26  15  (102) 22
Total other comprehensive income/(loss), net of tax  (514)  457  229  306 151
Total comprehensive income for the period  4,564  5,672  4,564  19,729 16,790
Profit attributable to:          
Owners of the company  5,076  5,197  4,321  19,351 16,594
Non-controlling interest  2  18  14  72 45
   5,078  5,215  4,335  19,423 16,639
Total comprehensive income attributable to:          
Owners of the company  4,570  5,647  4,545  19,651 16,732
Non-controlling interest  (6)  25  19  78 58
   4,564  5,672  4,564  19,729 16,790
Paid up share capital (par value5/- each, fully paid)  2,124  2,123  2,122  2,124 2,122
Other equity *#  74,227  63,328  63,328  74,227 63,328
Earnings per equity share (par value5/- each)**          
Basic (₹)  11.96  12.25  10.19  45.61 38.97
Diluted (₹)  11.94  12.23  10.18  45.52 38.91

 

*Balances for the quarter ended December 31, 2020 represent balances as per the audited Balance Sheet for the year ended March 31, 2020 as required by SEBI (Listing and Other Disclosure Requirements) Regulations, 2015

 

**EPS is not annualized for the quarter ended March 31, 2021, quarter ended December 31, 2020 and quarter ended March 31, 2020.

 

#Excludes non-controlling interest

 

1.Notes pertaining to the current quarter

 

a)The audited interim consolidated financial statements for the quarter and year ended March 31, 2021 have been taken on record by the Board of Directors at its meeting held on April 14, 2021. The statutory auditors, Deloitte Haskins & Sells LLP have expressed an unmodified audit opinion. The information presented above is extracted from the audited interim consolidated financial statements. These interim 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)Buyback of Equity shares
   
  In line with the capital allocation policy, the Board, at its meeting held on April 14, 2021, approved the buyback of equity shares, from the open market route through the Indian stock exchanges, amounting to9,200 crore (Maximum Buyback Size, excluding buyback tax) at a price not exceeding1,750 per share (Maximum Buyback Price), subject to shareholders' approval in the ensuing Annual General Meeting.
   
c) 

Board appointment

 

The Board, based on the recommendation of the Nomination and Remuneration Committee, appointed Chitra Nayak as an additional and Independent Director (DIN: 09101763) of the Company effective March 25, 2021 for a period of 3 years, subject to the approval of the shareholders.

   
d) 

Constitution of Environmental Social and Governance (ESG) Committee

 

The Board approved the constitution of ESG Committee with effect from April 14, 2021. The members of the ESG Committee shall comprise of Kiran Mazumdar Shaw as the Chairperson, Chitra Nayak and Uri Levine as members of the Committee.

   
e) 

Estimation of uncertainties relating to the global health pandemic from COVID-19 ( COVID-19):

 

The Group has considered the possible effects that may result from the pandemic relating to COVID-19 in the preparation of these interim consolidated financial statements including the recoverability of carrying amounts of financial and non financial assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Group has, at the date of approval of these financial statements, used internal and external sources of information including credit reports and related information and economic forecasts and expects that the carrying amount of these assets will be recovered. The impact of COVID-19 on the Group's financial statements may differ from that estimated as at the date of approval of these interim consolidated financial statements.

   
f)  Update on employee stock grants

 

i)The Board, on April 14, 2021, based on the recommendations of the Nomination and Remuneration Committee, approved the annual performance-based grant of RSUs amounting to13 crore for the financial year 2022 under the 2015 Stock Incentive Compensation Plan (2015 plan) to Salil Parekh, CEO and MD. This was pursuant to the approval from the shareholders through postal ballot concluded on February 20, 2018 and as per the shareholders’ approval in the Annual General meeting held on June 22, 2019. These RSUs will vest in line with the current employment agreement. The RSUs will be granted w.e.f May 2, 2021 and the number of RSU's will be calculated based on the market price at the close of trading on May 2, 2021.
   
 ii) The Board, on April 14, 2021, based on the recommendation of the Nomination and Remuneration Committee, had approved the grant of annual performance-based stock incentives in the form of Restricted Stock Units (RSU's) to Salil Parekh, CEO & MD covering Company’s equity shares having a market value of10 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. This was pursuant to the approval from the shareholders in the Annual General meeting held on June 22, 2019.The RSUs will be granted w.e.f May 2, 2021 and the number of RSU's will be calculated based on the market price at the close of trading on May 2, 2021.
   
 iii) The Board, on April 14, 2021, based on the recommendations of the Nomination and Remuneration Committee, approved the annual performance-based grant of RSUs amounting to0.75 crore for the financial year 2022 under the 2015 plan to a Key Managerial Personnel(KMP). These RSUs will vest in line with the current employment agreement based on the achievement of certain performance targets. The RSUs will be granted w.e.f May 2, 2021 and the number of RSU's will be calculated based on the market price at the close of trading on May 2, 2021.

 

g)Proposed transfer of Corporate Social Responsibility (CSR ) Asset
   
  

Consequent to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (“the Rules”), the Company intends to transfer its CSR capital assets created prior to January 2021 to a controlled subsidiary (referred to as “ the Subsidiary” ) to be established in accordance with Section 8 of the Companies Act, 2013 for charitable objects. The transfer will be undertaken upon obtaining the required approvals from regulatory authorities.

 

The Subsidiary will be included in the consolidated financial statements of the Company commencing in the period from formation because the Company will have the power to direct all of the Subsidiary’s relevant activities which affects returns and the Company will be exposed to any future financial support which may be required by the Subsidiary.

 

The Company evaluated the impact of the Rules on the carrying amount of the capital asset of 283 crore in the consolidated financial statements as at March 31, 2021, and concluded that the recoverable amount of capital asset, estimated based on future cash flows from continuing use of the capital asset is expected to exceed the carrying amount including in the period subsequent to the transfer to the Subsidiary.

  

h)Update on the Code on Social Security, 2020 (‘Code’)
   
  The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

 

i)Business transfer - Kallidus Inc. and Skava Systems Private Limited
   
  On October 11, 2019, the Board of Directors of Infosys authorized the Company to execute a Business Transfer Agreement and related documents with its wholly-owned subsidiaries, Kallidus Inc. and Skava Systems Private Limited (together referred to as “Skava”), to transfer the business of Skava to Infosys Limited for a consideration based on an independent valuation. On August 15, 2020, the company entered into a business transfer agreement to transfer the business of Kallidus Inc. and Skava Systems Private Limited for a consideration of171 crore and66 crore respectively on securing the requisite regulatory approvals. The transaction was between a holding company and a wholly owned subsidiary and therefore was accounted for at carrying values and did not have any impact on the consolidated financial statements. Subsequently on March 9, 2021, Kallidus Inc was liquidated. Further, on March 29, 2021, the shareholders of Skava have approved to voluntarily liquidate the affairs of the Company. Accordingly, Skava will complete the process of voluntary liquidation pursuant to Section 59 of the Insolvency and Bankruptcy Code of 2016 and applicable provisions of the Companies Act, 2013.

 

2. Information on dividends for the quarter and year ended March 31, 2021

 

For financial year 2021, the Board recommended a final dividend of15/- (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 19, 2021. The dividend will be paid on June 25, 2021. The record date for the purpose of the payment of final dividend is June 1, 2021. For the financial year ended 2020, the Company declared a final dividend of9.50/- per equity share.

 

An interim dividend of12/- (par value of5/- each) per equity share was declared on October 14, 2020 and the same was paid on November 11, 2020. The interim dividend declared in the previous year was8/- per equity share.

 

(in)

Particulars  Quarter
ended
March 31,
 Quarter
ended
December 31,
 Quarter
ended
March 31,
Year ended
March 31,
  2021 2020 2020 2021 2020
Dividend per share (par value5/- each)          
 Interim dividend  12.00  8.00
 Final dividend  15.00  9.50  15.00  9.50

 

3. Audited Consolidated Balance Sheet

(in crore)

Particulars As at  
  March 31, 2021 March 31, 2020
ASSETS    
Non-current assets    
Property, plant and equipment  12,560  12,435
Right of use assets  4,794  4,168
Capital work-in-progress  922  954
Goodwill  6,079  5,286
Other Intangible assets  2,072  1,900
Financial assets    
 Investments  11,863  4,137
 Loans  32  21
 Other financial assets  1,141  737
Deferred tax assets (net)  1,098  1,744
Income tax assets (net)  5,811  5,384
Other non-current assets  1,281  1,426
Total non-current assets  47,653  38,192
Current assets    
Financial assets    
 Investments  2,342  4,655
 Trade receivables  19,294  18,487
 Cash and cash equivalents  24,714  18,649
 Loans  159  239
 Other financial assets  6,410  5,457
Income tax assets (net)  7
Other current assets  7,814  7,082
Total current assets  60,733  54,576
Total Assets  1,08,386  92,768
EQUITY AND LIABILITIES    
Equity    
Equity share capital  2,124  2,122
Other equity  74,227  63,328
Total equity attributable to equity holders of the Company  76,351  65,450
Non-controlling interests  431  394
Total equity  76,782  65,844
Liabilities    
Non-current liabilities    
Financial liabilities    
Lease liabilities  4,587  4,014
Other financial liabilities  1,514  807
Deferred tax liabilities (net)  875  968
Other non-current liabilities  763  279
Total non-current liabilities  7,739  6,068
Current liabilities    
Financial liabilities    
 Trade payables  2,645  2,852
 Lease liabilities  738  619
 Other financial liabilities  11,390  10,481
Other Current Liabilities  6,233  4,842
Provisions  713  572
Income tax liabilities (net)  2,146  1,490
Total current liabilities  23,865  20,856
Total equity and liabilities  1,08,386  92,768

 

The disclosure is an extract of the audited Consolidated Balance Sheet as at March 31, 2021 and March 31, 2020 prepared in compliance with the Indian Accounting Standards (Ind-AS).

 

4. Audited Consolidated Statement of Cash Flows

(in crore)

Particulars Year ended March 31,
  2021 2020
Cash flow from operating activities    
Profit for the period  19,423  16,639
Adjustments to reconcile net profit to net cash provided by operating activities:    
Income tax expense  7,205  5,368
Depreciation and amortization  3,267  2,893
Interest and dividend income  (1,615)  (1,613)
Finance cost  195  170
Impairment loss recognized / (reversed) under expected credit loss model  190  161
Exchange differences on translation of assets and liabilities, net  (62)  184
Stock compensation expense  333  249
Other adjustments  (91)  (131)
Changes in assets and liabilities    
Trade receivables and unbilled revenue  (1,835)  (3,861)
Loans, other financial assets and other assets  (534)  76
Trade payables  (245)  (373)
Other financial liabilities, other liabilities and provisions  3,382  1,791
Cash generated from operations  29,613  21,553
Income taxes paid  (6,389)  (4,550)
Net cash generated by operating activities  23,224  17,003
Cash flows from investing activities    
Expenditure on property, plant and equipment and intangibles  (2,107)  (3,307)
Deposits placed with corporation  (207)  (108)
Interest and dividend received  1,418  1,929
Payment towards acquisition of business, net of cash acquired  (1,221)  (1,860)
Payment of contingent consideration pertaining to acquisition of business  (158)  (6)
Redemption of escrow pertaining to Buyback  257
Other receipts  49  46
Other payments  (45)
Payments to acquire Investments    
Preference, equity securities and others  (41)
Tax free bonds and government bonds  (318)  (19)
Liquid mutual funds and fixed maturity plan securities  (35,196)  (34,839)
Non convertible debentures  (3,689)  (993)
Certificates of deposit  (1,114)
Government securities  (7,510)  (1,561)
Others  (25)  (29)
Proceeds on sale of Investments    
Tax free bonds and government bonds  87
Non-convertible debentures  1,251  1,888
Government securities  2,704  1,674
Commercial paper  500
Certificates of deposit  1,149  2,545
Liquid mutual funds and fixed maturity plan securities  36,353  34,685
Preference and equity securities  73  27
Others  23
Net cash (used in) / from investing activities  (7,456)  (239)
Cash flows from financing activities:    
Payment of lease liabilities  (698)  (571)
Payment of dividends (including dividend distribution tax)  (9,117)  (9,515)
Payment of dividend to non-controlling interest of subsidiary  (20)  (33)
Shares issued on exercise of employee stock options  15  6
Payment towards purchase of non controlling interest  (49)
Other receipts  83
Buyback of equity shares including transaction cost  (7,478)
Net cash used in financing activities  (9,786)  (17,591)
Net increase / (decrease) in cash and cash equivalents  5,982  (827)
Cash and cash equivalents at the beginning of the period  18,649  19,568
Effect of exchange rate changes on cash and cash equivalents  83  (92)
Cash and cash equivalents at the end of the period  24,714  18,649
Supplementary information:    
Restricted cash balance  504  396

 

The disclosure is an extract of the audited Consolidated Statement of Cash flows for the year ended March 31, 2021 and March 31, 2020 prepared in compliance with Indian Accounting Standard (Ind AS) 34 Interim Financial Reporting.

 

3. Segment reporting (Consolidated - Audited)

(in crore)

Particulars Quarter
ended
March 31,
Quarter
ended
December 31,
Quarter
ended
March 31,
Year ended
March 31,
  2021 2020 2020 2021 2020
Revenue by business segment          
Financial Services (1)  8,677  8,578  7,282  32,583 28,625
Retail (2)  3,902  3,801  3,622  14,745 14,035
Communication (3)  3,156  3,215  3,017  12,628 11,984
Energy, Utilities, Resources and Services  3,233  3,251  2,992  12,539 11,736
Manufacturing  2,533  2,416  2,363  9,447 9,131
Hi-Tech  2,124  2,130  1,831  8,560 6,972
Life Sciences (4)  1,796  1,827  1,484  6,870 5,837
All other segments (5)  890  709  676  3,100 2,471
Total  26,311  25,927  23,267  1,00,472 90,791
Less: Inter-segment revenue
Net revenue from operations  26,311  25,927  23,267  1,00,472 90,791
Segment profit before tax, depreciation and non-controlling interests:          
Financial Services (1)  2,239  2,346  1,863  8,946 7,306
Retail (2)  1,385  1,384  1,058  5,117 4,212
Communication (3)  709  803  560  2,795 2,424
Energy, Utilities , Resources and Services  932  943  856  3,552 3,216
Manufacturing  707  696  557  2,563 2,059
Hi-Tech  558  629  431  2,454 1,604
Life Sciences (4)  547  568  344  2,156 1,431
All other segments (5)  194  46  37  306 64
Total  7,271  7,415  5,706  27,889 22,316
Less: Other Unallocable expenditure  831  826  779  3,267 2,942
Add: Unallocable other income  545  611  614  2,201 2,803
Less: Finance cost  50  49  45  195 170
Profit before tax and non-controlling interests  6,935  7,151  5,496  26,628 22,007

 

(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

 

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.

 

4. 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,
  2021 2020 2020 2021 2020
Revenue from operations  22,497  22,043  20,187  85,912  79,047
Profit before tax  6,040  6,894  5,128  24,477  20,477
Profit for the period  4,459  5,083  4,069  18,048  15,543

 

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
April 14, 2021
U.B. Pravin Rao
Chief Operating Officer and
 Whole-time Director

 

The Board has also taken on record the consolidated results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2021, 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,
  2021 2020 2020 2021 2020
  Audited Audited Audited Audited Audited
Revenues  3,613  3,516  3,197  13,561 12,780
Cost of sales  2,357  2,275  2,133  8,828  8,552
Gross profit  1,256  1,241  1,064  4,733  4,228
Operating expenses  372  348  390  1,408  1,504
Operating profit  884  893  674  3,325  2,724
Other income, net  75  83  84  297  395
Finance cost  7  6  6  26  24
Profit before income taxes  952  970  752  3,596  3,095
Income tax expense  255  263  160  973  757
Net profit  697  707  592  2,623  2,338
Earnings per equity share *          
 Basic  0.16  0.17  0.14  0.62  0.55
 Diluted  0.16  0.17  0.14  0.61  0.55
Total assets  14,825  13,869  12,260  14,825  12,260
Cash and cash equivalents and current investments  3,700  3,476  3,080  3,700  3,080

  

*EPS is not annualized for the quarter ended March 31, 2021, quarter ended December 31, 2020 and quarter ended March 31, 2020.

 

Certain statements in this release concerning our future growth prospects, financial expectations and plans for navigating the COVID-19 impact on our employees, clients and stakeholders 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 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 COVID-19 and the effects of government and other measures seeking to contain its spread, risks related to an economic downturn or recession in India, the United States and other countries around the world, changes in political, business, and economic conditions, 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, unauthorized use of our intellectual property and general economic conditions affecting our industry and the outcome of pending litigation and government investigation. 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, 2020. 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.