UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



FORM 20-F



(Mark One)



£Registration
statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934



OR



S Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended March 31,
2014



OR



£ Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period from __________
to __________



OR



£ Shell
Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of event requiring this shell
company report________



Commission File Number 001-35754



INFOSYS LIMITED

(Exact name of Registrant as specified
in its charter)



Not Applicable

(Translation of Registrant’s
name into English)



Bangalore, Karnataka, India

(Jurisdiction of incorporation or organization)



Electronics City, Hosur Road, Bangalore,
Karnataka, India 560 100. +91-80-2852-0261

(Address of principal executive offices)



Rajiv Bansal, Chief Financial Officer,
+91-80-2852-1705, RajivBansal@infosys.com

Electronics City, Hosur Road, Bangalore,
Karnataka, India 560 100.

(Name, telephone, e-mail and / or facsimile
number and address of company contact person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



| | Title of Each Class                                                                   | Name of Each Exchange on Which Registered | 
| | ------------------------------------------------------------------------------------- | ----------------------------------------- | 
| | American Depositary Shares each represented by one Equity Share, par value5 per share | New York Stock Exchange                   | 



Securities registered or to be registered pursuant to Section
12(g) of the Act:

None.

(Title of class)



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:

Not Applicable

(Title of class)





Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: 574,236,166
Equity Shares.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



YesxNoo



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.



YesoNox



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



YesxNoo



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).



YesoNoo





Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):





|Large accelerated filerx | Accelerated filero | Non- accelerated filero
|------------------------ | ------------------ | -----------------------





Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:



U.S. GAAP £International
Financial Reporting Standards as issued by the International Accounting Standards Board xOther£



If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





YesoNox



Currency of presentation and certain
defined terms



In this Annual Report on Form 20-F, references
to “U.S.” or “United States” are to the United States of America, its territories and its possessions.
References to “India” are to the Republic of India. References to “$” or “dollars” or “U.S.
dollars” are to the legal currency of the United



States
and references to “”
or “Rupees” or “Indian rupees” are to the legal currency of India. Our financial statements are presented
in U.S. dollars and are prepared in accordance with the International Financial Reporting Standards as issued by the International
Accounting Standards Board, or IFRS. References to a particular “fiscal” year are to our fiscal year ended March 31
of such year.



All references to
“we,” “us,” “our,” “Infosys” or the “Company” shall mean Infosys
Limited and our consolidated subsidiaries unless specifically indicated otherwise or the context indicates
otherwise.  “Infosys” is a registered trademark of Infosys Limited in the United States and India. All
other trademarks or trade names used in this Annual Report on Form 20-F are the property of their respective owners.





All references to “IT services”
exclude business process management services and products business.





Except as otherwise stated in this Annual
Report on Form 20-F, all translations from Indian rupees to U.S. dollars effected on or after April 1, 2009 are based on the fixing
rate in the city of Mumbai on business days for cable transfers in Indian rupees as published by the Foreign Exchange
Dealers’ Association of India, or FEDAI.



On
March 31, 2014, this exchange rate was59.92
per $1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into
U.S. dollars at such a rate or any other rate. Any discrepancies in any table between totals and sums of the amounts listed
are due to rounding.



Special Note Regarding Forward-Looking
Statements



This Annual Report on Form 20-F
contains ‘forward-looking statements’, as defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our current expectations, assumptions,
estimates and projections about the Company, our industry, economic conditions in the markets in which we operate, and
certain other matters. Generally, these forward-looking statements can be identified by the use of forward-looking
terminology such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’,
‘intend’, ‘will’, ‘project’, ‘seek’, ‘should’ and similar
expressions. Those statements include, among other things, the discussions of our business strategy and expectations
concerning our market position, future operations, margins, profitability, liquidity and capital resources. These statements
are subject to known and unknown risks, uncertainties and other factors, which may cause actual results or outcomes to differ
materially from those implied by the forward-looking statements. Important factors that may cause actual results or outcomes
to differ from those implied by the forward-looking statements include, but are not limited to, those discussed in the
“Risk Factors” section in this Annual Report on Form 20-F. In light of these and other uncertainties, you should
not conclude that the results or outcomes referred to in any of the forward-looking statements will be achieved.
All forward-looking statements included in this Annual Report on Form 20-F are based on information available to us on the
date hereof, and we do not undertake to update these forward-looking statements to reflect future events or
circumstances.



This Annual Report on Form 20-F includes
statistical data about the Information Technology (IT) industry that comes from information published by sources including the
National Association of Software and Service Companies, or NASSCOM, an industry trade group and the CMMI Institute of
Carnegie Mellon University. This type of data represents only the estimates of NASSCOM, the Process Maturity Profile published
by the CMMI Institute of Carnegie Mellon University and other sources of industry data. In addition, although we believe
that data from them is generally reliable, this type of data is inherently imprecise. We caution you not to place undue
reliance on this data.



Table of Contents



|Part I   
|---------
|Item 1.  
|Item 2.  
|Item 3.  
|Item 4.  
|Item 4A. 
|Item 5.  
|Item 6.  
|Item 7.  
|Item 8.  
|Item 9.  
|Item 10. 
|Item 11. 
|Item 12. 
|Part II  
|Item 13. 
|Item 14. 
|Item 15. 
|Item 16A.
|Item 16B.
|Item 16C.
|Item 16D.
|Item 16E.
|Item 16F.
|Item 16G.
|Item 16H.
|Part III 
|Item 17. 
|Item 18. 
|Item 19. 



Part I



Item 1. Identity of Directors, Senior
Management and Advisers



Not applicable.



Item 2. Offer Statistics and Expected
Timetable



Not applicable.



Item 3. Key Information



SELECTED FINANCIAL DATA



Summary of Consolidated Financial
Data



You should read the summary consolidated
financial data below in conjunction with the Company's consolidated financial statements and the related notes, as well as the
section titled “Operating and Financial Review and Prospects,” all of which are included elsewhere in this Annual Report
on Form 20-F. The summary consolidated statements of comprehensive income for the five years ended March 31, 2014 and the summary
consolidated balance sheet data as of March 31, 2014, 2013, 2012, 2011 and 2010 have been derived from our audited consolidated
financial statements and related notes which were prepared and presented in accordance with International Financial Reporting Standards
(IFRS) as issued by International Accounting Standards Board. Historical results are not necessarily indicative of future results.



(Dollars in millions, except share data)

|Comprehensive Income Data                                                   | Fiscal Year ended March 31,
|--------------------------------------------------------------------------- | ---------------------------
|                                                                            | 2014                       
|Revenues                                                                    | $8,249                     
|Cost of sales                                                               | 5,292                      
|Gross profit                                                                | 2,957                      
|Operating expenses:                                                         |                            
|Selling and marketing expenses                                              | 431                        
|Administrative expenses                                                     | 547                        
|Total operating expenses                                                    | 978                        
|Operating profit                                                            | 1,979                      
|Other income, net                                                           | 440                        
|Profit before income taxes                                                  | 2,419                      
|Income tax expense                                                          | 668                        
|Net profit                                                                  | $1,751                     
|Earnings per equity share:                                                  |                            
|Basic ($)                                                                   | 3.06                       
|Diluted ($)                                                                 | 3.06                       
|Weighted average equity shares used in computing earnings per equity share: |                            
|Basic                                                                       | 571,402,566                
|Diluted                                                                     | 571,402,566                
|Cash dividend per
    Equity Share ($)(1)(2)                                | 0.82                       
|Cash
    dividend per Equity Share () (1)                                   | 47.00                      





| | (1) | Excludes corporate dividend tax                                                
| | --- | -------------------------------------------------------------------------------
| | (2) | Converted at the monthly exchange rate in the month of declaration of dividend.



(Dollars in millions)

|Balance Sheet Data                           | As of March 31,
|-------------------------------------------- | ---------------
|                                             | 2014           
|Cash and cash equivalents                    | $4,331         
|Available-for-sale financial assets, current | 367            
|Investments in certificates of deposit       | 143            
|Net current assets                           | 5,656          
|Non-current assets                           | 2,342          
|Total assets                                 | 9,522          
|Non-current liabilities                      | 65             
|Total equity                                 | $7,933         



Exchange rates



Our functional currency is the Indian
rupee. We generate a major portion of our revenues in foreign currencies, particularly the U.S. dollar, the United Kingdom Pound
Sterling, Euro and the Australian dollar, whereas we incur a significant portion of our expenses in Indian rupees. The
exchange rate between the rupee and the U.S. dollar has changed substantially in recent years and may fluctuate substantially in
the future. Consequently, the results of our operations are affected as the rupee appreciates against the U.S. dollar.
For fiscal 2014, 2013, 2012, 2011 and 2010, U.S. dollar denominated revenues represented 68.8%, 70.6%, 71.7%, 72.8% and 73.3% of
total revenues. For the same periods, revenues denominated in United Kingdom Pound Sterling represented 5.9%, 6.4%, 6.8%, 7.2%
and 9.2% of total revenues, revenues denominated in the Euro represented 10.3%, 8.8%, 7.7%, 6.9% and 6.9% of total revenues while
revenues denominated in the Australian dollar represented 7.9%, 8.3%, 7.6%, 6.5% and 5.8% of total revenues. As such, our exchange
rate risk primarily arises from our foreign currency revenues, receivables and payables.





Fluctuations in the exchange rate between
the Indian rupee and the U.S. dollar will also affect the U.S. dollar equivalent of the Indian rupee price of our equity shares
on the Indian stock exchanges and, as a result, will likely affect the market price of our American Depositary Shares (ADSs). Such
fluctuations also impact the U.S. dollar conversion by the Depositary of any cash dividends paid in Indian rupees on our equity
shares represented by the ADSs.







The following table sets forth, for the
fiscal years indicated, information concerning the number of Indian rupees for which one U.S. dollar could be exchanged. The period
end rates are based on the fixing rate in the city of Mumbai on business days for cable transfers in Indian rupees as published
by the Foreign Exchange Dealers' Association of India, or FEDAI. The column titled “Average” in the table below is
the average of the last business day of each month during the year.







|Fiscal | Period End | Average | High  | Low  
|------ | ---------- | ------- | ----- | -----
|       |            |         |       |      
|2014   | 59.92      | 60.75   | 68.56 | 53.71
|2013   | 54.29      | 54.54   | 57.02 | 50.53
|2012   | 50.88      | 48.10   | 54.28 | 44.00
|2011   | 44.60      | 45.54   | 47.36 | 44.07
|2010   | 44.90      | 47.43   | 50.57 | 44.87









The following table sets forth the high
and low exchange rates for the previous six months and is based on the exchange rates from Deutsche Bank, Mumbai.





|Month         | High  | Low  
|------------- | ----- | -----
|              |       |      
|April 2014    | 61.12 | 59.77
|March 2014    | 62.13 | 60.19
|February 2014 | 62.74 | 61.93
|January 2014  | 63.09 | 61.41
|December 2013 | 62.39 | 61.02
|November 2013 | 63.81 | 61.87



On
May 9, 2014, the fixing rate in the city of Mumbai for cash transfers in Indian rupees as published by FEDAI was60.06.





The exchange rates for month-end and
period-end reporting purposes have been based on the FEDAI rates. We believe that exchange rates published by FEDAI are more representative
of market exchange rates than exchange rates published by individual banks. However, FEDAI does not publish exchange rates on a
daily basis for all currencies, and in the absence of availability of daily exchange rates from FEDAI, we utilize exchange rates
from Deutsche Bank, Mumbai, for daily transactions in the ordinary course of business.





Risk Factors



Investing in our American Depositary
Shares, or ADSs, involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together
with all of the other information in this Annual Report on Form 20-F, including the section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes,
before making a decision to invest in our ADSs. The risks and uncertainties described below may not be the only ones we face.
If any of the risks actually occur, our business, financial condition, operating results and prospects could be materially and
adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your
investment.



Risks Related to Our Company and Our
Industry



Our revenues and expenses are difficult
to predict and can vary significantly from period to period, which could cause our share price to decline.





Our revenues and profitability have often
fluctuated and may vary significantly in the future from period to period. Therefore, we believe that period-to-period comparisons
of our results of operations should not be relied upon as an indication of our future performance. It is possible that in the future
our results of operations may be below the expectations of market analysts and our investors, which could cause the price of our
equity shares and our ADSs to decline.





Factors which lead to the
fluctuation of our operating results include:



| | · | the size, timing and profitability of significant projects, including
large outsourcing deals;
| | - | ----------------------------------------------------------------------------------------------

| | · | changes in our pricing policies or the pricing policies of our competitors;
| | - | ---------------------------------------------------------------------------

| | · | changes that affect the strength of the economy of the
United States, Europe, Australia or any of the other markets in which we operate;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| | · | foreign currency fluctuations and our hedging activities that are intended
to address such fluctuations;
| | - | --------------------------------------------------------------------------------------------------------

| | · | the effect of wage pressures, seasonal hiring
                                                                                                   patterns, attrition and the time required to train and productively utilize new employees, particularly information
                                                                                                   technology  (IT) professionals;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the proportion of services that we perform at our Development Centers
globally or at our client sites;
| | - | ------------------------------------------------------------------------------------------------------

| | · | the proportion of our business from sales of products and platforms compared
with services, including outsourcing;
| | - | ------------------------------------------------------------------------------------------------------------------

| | · | utilization of billable employees;
| | - | ----------------------------------

| | · | the size and timing of facilities expansion and resulting depreciation
and amortization costs;
| | - | ----------------------------------------------------------------------------------------------

| | · | our ability to obtain visas and comply with immigration laws in various countries in which we operate
| | - | -----------------------------------------------------------------------------------------------------

| | · | unanticipated cancellations, contract terminations, deferrals of projects
or delays in purchases, including those resulting from our clients’ efforts to comply with regulatory requirements, reorganization
of their operations, change of their management, and engagement in mergers or acquisitions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the inability of our clients and potential clients to forecast their
business and IT needs, and the resulting impact on our business;
| | - | -------------------------------------------------------------------------------------------------------------------------------------

| | · | the proportion of our customer contracts that are on a fixed-price, fixed-timeframe
basis, compared with time and materials contracts; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

| | · | unanticipated variations in the duration,
size and scope of our projects, as well as in the corporate decision-making process of our client base.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



A significant part of our total operating
expenses, particularly expenses related to personnel and facilities, are fixed in advance of any particular period. As a result,
unanticipated variations in the number and timing of our projects, employee utilization rates, or the accuracy of our estimates
of the resources required to complete ongoing projects may cause significant variations in our operating results in any particular
period. There are also a number of factors that are not within our control that could cause fluctuations
in our operating results from period to period. These include:



| | · | the duration of tax holidays or tax exemptions and the availability of
other incentives from the Government of India;
| | - | ---------------------------------------------------------------------------------------------------------------------

| | · | changes in regulations in India or the other
                                                                                                   countries in which we conduct business;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | currency fluctuations, particularly if the rupee appreciates in value
against the U.S. dollar, the United Kingdom Pound Sterling, the Euro or the Australian dollar, since the majority of our revenues
are in these currencies and a significant part of our costs are in Indian rupees; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | other general economic and political factors,
including the economic conditions in the United States, Europe or any other geographies in which we operate.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, the availability of
visas for working in the United States may vary substantially from period to period. Visas for working in the United States
may be available during one period but not another or there may be differences in the number of visas available from one
period to another. As such, the variable availability of visas may require us to incur significantly higher visa-related
expenses in certain periods when compared to others. For example, we incurred $50 million in costs for visas during fiscal
2014, compared to $60 million in costs for visas during fiscal 2013. Fluctuations in visa availability may affect
our operating margins and profitability in certain periods.



We may not be able to sustain our
previous profit margins or levels of profitability.



Our profitability could be affected by
pricing pressures on our services, volatility of the exchange rates between the Indian rupee, the U.S. dollar, and other currencies
in which we generate revenues or incur expenses, increased wage pressures in India and at other locations where we maintain operations,
and increases in taxes or the expiration of tax benefits.



While our Global Delivery Model allows
us to manage costs efficiently, if the proportion of our services delivered at client sites increases, we may not be able to keep
our operating costs as low in the future, which would also have an adverse impact on our profit margins. Further, in the past,
our profit margin had been adversely impacted by the expiration of certain tax holidays and benefits in India, and we expect that
it may be further adversely affected as additional tax holidays and benefits expire in the future.





Any increase in operating expenses not
offset by an increase in pricing or any acquisition with a lower profitability could impact the operating margins. For instance,
during fiscal 2014, we have given wage increases for our employees in India and outside India which has resulted in an increase
in operating expenses. In addition, the full year consolidation impact of Lodestone Holding AG which has lower profitability has
impacted our profitability.









During fiscal 2014, fiscal
2013 and fiscal 2012, there was volatility in the exchange rate of the Indian rupee against the U.S. dollar. During fiscal
2014, 2013 and 2012, the average exchange rate for one dollar was 60.75, 54.54
and 48.10 respectively. Rupee appreciation has in the
past adversely impacted, and may in the future adversely impact, our operating results.



Increased operating expenses in
the future as well as fluctuations in foreign currency exchange rates, including, in particular, the appreciation of the Indian
rupee against foreign currencies or the appreciation of the U.S. dollar against other foreign currencies, could materially and
adversely affect our profit margins and results of operations in future periods.



The economic environment, pricing
pressures, and decreased employee utilization rates could negatively impact our revenues and operating results.



Spending on technology products and services
is subject to fluctuations depending on many factors, including the economic environment in the markets in which our clients operate.
For example, there was a decline in the growth rate of global IT purchases in the latter half of 2008 due to the global economic
slowdown. This downward trend continued into 2009, with global IT purchases declining due to the challenging global economic environment.
 We believe that the economic
conditions in many countries remain challenging and may continue to be challenging in the near future. For instance, in many European
countries, large government deficits together with the downgrading of government debt and credit ratings have escalated concerns
about continuing weakness in the economies of such countries.



Reduced IT spending in response to the
challenging economic environment has also led to increased pricing pressure from our clients, which has adversely impacted our
revenue productivity, which we define as our revenue divided by billed person months. For instance, during fiscal 2013, our revenue
productivity on a blended basis, for services other than for business process management, decreased by 3.0% when compared to fiscal
2012.



Reductions in IT spending, reductions
in revenue productivity, increased credit risk and extended credit terms arising from or related to the global economic slowdown
have in the past adversely impacted, and may in the future adversely impact, our revenues, gross profits, operating margins and
results of operations.



Moreover, in the past, reduced or delayed
IT spending has also adversely impacted our utilization rates for IT services professionals. For instance, in fiscal 2012 our
utilization rate for IT services professionals, including trainees, was 66.9%, as compared to 70.3% during fiscal 2011. This decrease
in employee utilization rates adversely affected our profitability for fiscal 2012, and any decrease in employee utilization rates
in the future, whether on account of reduced or delayed IT spending, may adversely impact our results of operations.





In addition to the business challenges
and margin pressure resulting from the global economic slowdown and the response of our clients to such slowdown, there is also
a growing trend among consumers of IT services towards consolidation of technology service providers in order to improve efficiency
and reduce costs. Our success in the competitive bidding process for new consolidation projects or in retaining existing projects
is dependent on our ability to fulfill client expectations relating to staffing, efficient offshoring of services, absorption of
transition costs and more stringent service levels. If we fail to meet a client’s expectations in such consolidation projects,
this would likely adversely impact our business, revenues and operating margins. In addition, even if we are successful in winning
the mandates for such consolidation projects, we may experience significant pressure on our operating margins as a result of the
competitive bidding process.









Moreover, our ability to maintain or
increase pricing is restricted as clients often expect that as we do more business with them, they will receive volume discounts
or lower rates. In addition, existing and new customers are also increasingly using third-party consultants with broad market knowledge
to assist them in negotiating contractual terms. Any inability to maintain or increase pricing on account of this practice may
also adversely impact our revenues, gross profits, operating margins and results of operations.







Our revenues are highly dependent
on clients primarily located in the United States and Europe, as well as on clients concentrated in certain industries, and an
economic slowdown or other factors that affect the economic health of the United States, Europe or those industries, or any other
impact on the growth of such industries, may affect our business.



In the fiscal year ended March 31, 2014,
2013 and 2012, 60.7%, 62.2% and 63.9% of our revenues were derived from projects in North America, respectively.
In the same periods, 24.4%, 23.1% and 21.9% of our revenues were derived from projects in Europe.



Instability and uneven growth
in the global economy has had an impact on the growth of the IT industry in the past and may continue to impact it in
the future. This instability also impacts our business and results of operations, and may continue to do so in the future.
In the past, weakness in the global economy had, and may in the future continue to have, a negative impact on the growth
of the IT industry. If the United States or the European economy  weakens or becomes unstable, our clients
may reduce or postpone their technology spending significantly, which may in turn lower the demand for our services
and negatively affect our revenues and profitability.



In the fiscal year ended March 31, 2014,
2013 and 2012, we derived 29.3%, 30.3% and 31.9% of our revenues from the financial services and insurance industry,
respectively. The crisis that started in 2008 in the financial and credit markets in the United States led to significant changes
in the financial services industry, with the United States federal government being forced to take over or provide financial support
to many leading financial institutions and with some leading investment banks going bankrupt or being forced to sell themselves
in distressed circumstances. Global economic uncertainty may result in the reduction, postponement or consolidation of IT spending
by our clients, contract terminations, deferrals of projects or delays in purchases, especially in the financial services sector.
Any reduction, postponement or consolidation in IT spending may lower the demand for our services or impact the prices that we
can obtain for our services and consequently, adversely affect our revenues and profitability.





Any instability or weakness in
the economies of the United States or of Europe could have a material adverse impact on our revenues. In fiscal 2014, fiscal
2013 and fiscal 2012, we derived 29.3%, 30.3% and 31.9% of our revenues from clients in the financial services and
insurance industry, 21.6%, 20.7% and 19.3% of our revenues from clients in the manufacturing industry, 15.8%, 15.9% and 17.2%
of our revenues from clients in the energy, utilities, communication and services industry, 16.7%, 17.0% and 16.5% of our
revenues from clients in the retail, consumer packaged goods and logistics industry and 6.8%, 5.9% and 5.6% of our revenues
from clients in Life Sciences and Healthcare industry. Any weakness in the economies of the United States or of Europe or in the
business segments from which we generate revenues could have a negative effect on our business and results of operations.





Some of the industries in which
our clients are concentrated, such as the financial services industry or the energy and utilities industry, are, or may
be, increasingly subject to governmental regulation and intervention. For instance, clients in the financial services sector
have been subject to increased regulation following the enactment of the Dodd-Frank Wall Street Reform and Consumer
Protection Act in the United States. Increased regulation, changes in existing regulation or increased government
intervention in the industries in which our clients operate may adversely affect the growth of their respective businesses
and therefore negatively impact our revenues.



Currency fluctuations may affect
the results or our operations or the value of our ADSs.





Our functional currency is the Indian
rupee, although we transact a major portion of our business in several currencies, and, accordingly, face foreign currency exposure
through our sales in the United States and elsewhere and purchases from overseas suppliers in various foreign currencies. Generally,
we generate the majority of our revenues in foreign currencies, such as the U.S. dollar or the United Kingdom Pound Sterling, and
incur significant portion of our expenses in Indian rupees. Recently, as a result of the increased volatility in the foreign exchange
currency markets, there may be demand from our clients that the impact associated with foreign exchange fluctuations be borne by
us. Also, historically, we have held a substantial majority of our cash funds in Indian rupees. Accordingly, changes in exchange
rates may have a material adverse effect on our revenues, other income, cost of sales, gross margin and net income, and may have
a negative impact on our business, operating results and financial condition. For example, during fiscal 2014, fiscal 2013 and
fiscal 2012, every percentage point depreciation / appreciation in the exchange rate between the Indian rupee and the U.S. dollar,
has affected the company’s incremental operating margins by approximately 0.5%, 0.4% and 0.5%, respectively. The exchange
rate between the Indian rupee and foreign currencies, including the U.S. dollar, the United Kingdom Pound Sterling, the Euro and
the Australian dollar, has changed substantially in recent years and may fluctuate substantially in the future, and this fluctuation
in currencies had a material and adverse effect on our operating results in fiscal 2011. We expect that a majority of our revenues
will continue to be generated in foreign currencies, including the U.S. dollar, the United Kingdom Pound Sterling, the Euro and
the Australian dollar, for the foreseeable future and that a significant portion of our expenses, including personnel costs, as
well as capital and operating expenditures, will continue to be denominated in Indian rupees. Consequently, the results of our
operations are adversely affected as the Indian rupee appreciates against the U.S. dollar and other foreign currencies.







We use derivative financial
instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in foreign exchange rates
on trade receivables denominated in certain foreign currencies. As of March 31, 2014, we had outstanding forward contracts of
U.S. $751 million, Euro 64 million, United Kingdom Pound Sterling 77 million and Australian dollar 75 million and option
contracts of $20 million. We may not purchase derivative instruments adequate to insulate ourselves from foreign currency
exchange risks.





We may incur losses due to unanticipated
or significant intra quarter movements in currency markets which could have an adverse impact on our profit margin and results
of operations. Also, the volatility in the foreign currency markets may make it difficult to hedge our foreign currency exposures
effectively.









Further, the policies of the Reserve
Bank of India may change from time to time which may limit our ability to hedge our foreign currency exposures adequately. Full or increased capital account convertibility, if introduced, could result in increased volatility in the fluctuations
of exchange rates between the rupee and foreign currencies.



During fiscal 2014, we derived 31.2%
of our revenues in currencies other than the U.S. dollar, including 5.9%, 10.3% and 7.9% of our revenues in United Kingdom Pound
Sterling, Euro and Australian dollars, respectively.



During fiscal 2014, the U.S. dollar
appreciated by 9.7% against the Australian dollar and depreciated by 1.3% and 4.7% against the United Kingdom Pound Sterling and
Euro, respectively.



Fluctuations in the exchange rate between
the Indian rupee and the U.S. dollar will also affect the dollar conversion by Deutsche Bank Trust Company Americas, the Depositary
with respect to our ADSs, of any cash dividends paid in Indian rupees on the equity shares represented by the ADSs. In addition,
these fluctuations will affect the U.S. dollar equivalent of the Indian rupee price of equity shares on the Indian stock exchanges
and, as a result, the prices of our ADSs in the United States, as well as the U.S. dollar value of the proceeds a holder would
receive upon the sale in India of any equity shares withdrawn from the Depositary under the Depositary Agreement. Holders may not
be able to convert Indian rupee proceeds into U.S. dollars or any other currency, and there is no guarantee of the rate at which
any such conversion will occur, if at all.



Our success depends largely upon
our highly skilled technology professionals and our ability to hire, attract, motivate, retain and train these personnel.



Our ability to execute projects,
maintain our client relationships and obtain new clients depends largely on our ability to attract, hire, train, motivate and
retain highly skilled technology professionals, particularly project managers and other mid-level professionals. If we cannot
hire, motivate and retain personnel, our ability to bid for projects, obtain new projects and expand our business will be
impaired and our revenues could decline.



We believe that there is significant
worldwide competition for skilled technology professionals. Additionally, technology companies, particularly in India, have recently
increased their hiring efforts. Increasing worldwide competition for skilled technology professionals and increased hiring by technology
companies may affect our ability to hire an adequate number of skilled and experienced technology professionals and may have an
adverse effect on our business, results of operations and financial condition.



Increasing competition for
technology professionals in India may also impact our ability to retain personnel. For example, our attrition rate for the 12
months ended March 31, 2014 was 18.7%, compared to our attrition rate for the 12 months ended March 31, 2013 which was
16.3%, without accounting for attrition in our subsidiaries.



We may not be able to hire enough skilled
and experienced technology professionals to replace employees who we are not able to retain. If we are unable to motivate and retain
technology professionals, this could have an adverse effect on our business, results of operations and financial condition.



Changes in policies or laws may also
affect the ability of technology companies to attract and retain personnel. For instance, the central government or state governments
in India may introduce legislation requiring employers to give preferential hiring treatment to underrepresented groups. The quality
of our work force is critical to our business. If any such central government or state government legislation becomes effective,
our ability to hire the most highly qualified technology professionals may be hindered.



In addition, the demands of changes in
technology, evolving standards and changing client preferences may require us to redeploy and retrain our technology professionals.
If we are unable to redeploy and retrain our technology professionals to keep pace with continuing changes in technology, evolving
standards and changing client preferences, this may adversely affect our ability to bid for and obtain new projects and may have
a material adverse effect on our business, results of operations and financial condition.



Any inability to manage our growth
could disrupt our business and reduce our profitability.





We have grown our employee base significantly
in the recent periods. Between March 31, 2009 and March 31, 2014 our total employees grew from 104,850 to 160,405. We added 3,717,
6,694, 19,174, 17,024 and 8,946 new employees, net of attrition, in the fiscal years ended March 31, 2014, 2013, 2012, 2011 and
2010 respectively.





In addition, in the last five years we
have undertaken and continue to undertake major expansions of our existing facilities, as well as the construction of new facilities.
We expect our growth to place significant demands on our management team and other resources. Our growth will require us to continuously
develop and improve our operational, financial and other internal controls, both in India and elsewhere. In addition, continued
growth increases the challenges involved in:





| | · | recruiting, training and retaining sufficient skilled technical, marketing
and management personnel;
| | - | ----------------------------------------------------------------------------------------------------

| | · | adhering to and further improving our high quality and process execution
standards;
| | - | -----------------------------------------------------------------------------------

| | · | preserving our culture, values and entrepreneurial environment;
| | - | ---------------------------------------------------------------

| | · | successfully expanding the range of services offered to our clients;
| | - | --------------------------------------------------------------------

| | · | developing and improving our internal administrative infrastructure,
particularly our financial, operational, communications and other internal systems; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | maintaining high levels of client satisfaction.
| | - | -----------------------------------------------









Our growth strategy also relies on the
expansion of our operations around the world, In fiscal 2012, Infosys BPO completed the acquisition of Portland Group Pty Ltd.,
a leading provider of strategic sourcing and category management services based in Australia. In fiscal 2013, McCamish completed
the acquisition of BPO division of Seabury & Smith Inc., a company providing back office services to life insurers. Further,
in fiscal 2013, we completed the acquisition of Lodestone Holding AG, a global management consultancy firm headquartered in Switzerland.





The costs involved in entering and establishing
ourselves in new markets, and expanding such operations, may be higher than expected and we may face significant competition in
these regions. Our inability to manage our expansion and related growth in these markets or regions may have an adverse effect
on our business, results of operations and financial condition.



We may face difficulties in providing
end-to-end business solutions for our clients, which could lead to clients discontinuing their work with us, which in turn could
harm our business.



Over the past several years, we have
been expanding the nature and scope of our engagements by extending the breadth of services that we offer. The success of our service offerings, such as operations and business process consulting, IT consulting, business process management,
systems integration and infrastructure management, depends, in part, upon continued demand for such services by our existing and
new clients and our ability to meet this demand in a cost-competitive and effective manner. In addition, our ability to effectively
offer a wider breadth of end-to-end business solutions depends on our ability to attract existing or new clients to these service
offerings. To obtain engagements for our end-to-end solutions, we are competing with large, well-established international consulting
firms as well as other India-based technology services companies, resulting in increased competition and marketing costs. Accordingly,
our new service offerings may not effectively meet client needs and we may be unable to attract existing and new clients to these
service offerings.



The increased breadth of our service
offerings may result in larger and more complex client projects. This will require us to establish closer relationships with our
clients and potentially with other technology service providers and vendors, and require a more thorough understanding of our clients’
operations. Our ability to establish these relationships will depend on a number of factors including the proficiency of our technology
professionals and our management personnel.



Larger projects often involve multiple
components, engagements or stages, and a client may choose not to retain us for additional stages or may cancel or delay additional
planned engagements. These terminations, cancellations or delays may result from the business or financial condition of our clients
or the economy generally, as opposed to factors related to the quality of our services. Cancellations or delays make it difficult
to plan for project resource requirements, and resource planning inaccuracies may have a negative impact on our profitability.



Intense competition in the market
for technology services could affect our cost advantages, which could reduce our share of business from clients and decrease our
revenues.



The technology services market is highly
competitive. Our competitors include large consulting firms, captive divisions of large multinational technology firms, infrastructure
management services firms, Indian technology services firms, software companies and in-house IT departments of large corporations.





The technology services industry is experiencing
rapid changes that are affecting the competitive landscape, including recent divestitures and acquisitions that have resulted in
consolidation within the industry. These changes may result in larger competitors with significant resources. In addition, some
of our competitors have added offshore capabilities to their service offerings. These competitors may be able to offer their services
using the offshore and onsite model more efficiently. Many of these competitors are also substantially larger than us and have
significant experience with international operations. We may face competition in countries where we currently operate, as well
as in countries in which we expect to expand our operations. We also expect additional competition from technology services firms
with current operations in other countries, such as China and the Philippines. Many of our competitors have significantly greater
financial, technical and marketing resources, generate greater revenues, have more extensive existing client relationships and
technology partners and have greater brand recognition than we do. We may be unable to compete successfully against these competitors,
or may lose clients to these competitors. Additionally, we believe that our ability to compete also depends in part on factors
outside our control, such as the price at which our competitors offer comparable services, and the extent of our competitors’
responsiveness to their clients’ needs.





Our revenues are highly dependent
upon a small number of clients, and the loss of any one of our major clients could significantly impact our business.





We have historically earned, and believe
that in the future we will continue to earn, a significant portion of our revenues from a limited number of clients. In fiscal
2014, fiscal 2013 and fiscal 2012, our largest client accounted for 3.8%, 3.8% and 4.3% of our total revenues, respectively, and
our five largest clients together accounted for 14.4%, 15.2% and 15.5% of our total revenues respectively. The volume of work we
perform for specific clients is likely to vary from year to year, particularly since we historically have not been the exclusive
external services provider for our clients. Thus, a major client in one year may not provide the same level of revenues in a subsequent
year. However, in any given year, a limited number of clients tend to contribute a significant portion of our revenues. There are
a number of factors, other than our performance, that could cause the loss of a client and that may not be predictable. In certain
cases, our business may be impacted when a large client either changes its outsourcing strategy by moving more work in-house or
replaces its existing software with packaged software supported by the licensor. Reduced technology spending in response to a challenging
economic or competitive environment may also result in our loss of a client. If we lose one of our major clients or one of our
major clients significantly reduces its volume of business with us, our revenues and profitability could be reduced.





Proposed legislation in certain
countries in which we operate, including the United States and the United Kingdom, may restrict companies in those countries from
outsourcing work to us, or may limit our ability to send our employees to certain client sites.



Recently, some countries and organizations
have expressed concerns about a perceived association between offshore outsourcing and the loss of jobs. With the growth of offshore
outsourcing receiving increased political and media attention, especially in the United States, which is our largest market, and
particularly given the prevailing economic environment, it is possible that there could be a change in the existing laws or the
enactment of new legislation restricting offshore outsourcing or imposing restrictions on the deployment of, and regulating the
wages of, work visa holders at client locations, which may adversely impact our ability to do business in the jurisdictions in
which we operate, especially with governmental entities. For instance, the Governor of the State of Ohio issued an executive order
that prohibits any cabinet agency, board or commission of the State of Ohio from expending public funds for services that are provided
offshore. It is also possible that private sector companies working with these governmental entities may be restricted from outsourcing
projects related to government contracts or may face disincentives if they outsource certain operations.





In
addition, the U.S. Congress is considering extensive changes to U.S. immigration laws regarding the admission of high-skilled temporary
and permanent workers. A bill passed by the U.S. Senate in June 2013 provides for, among other things, an increase in the annual
H-1B numerical cap from 65,000 to at least 110,000 and would reduce the existing green card backlog for professional workers. However,
all employers would be required to pay higher wages to H-1B workers and conduct additional U.S. worker recruitment. Furthermore,
the Senate bill includes several provisions intended to limit the number of H-1B and L-1 workers in a company's U.S. workforce
and the ability of a company to place H-1B and L-1B workers at third party worksites. For example, the Senate bill prohibits a
company from having more than fifty percent of its U.S. workforce on H-1B or L-1 status and a company with more than thirty percent
of its U.S. workforce on H-1B or L-1 status would be required to pay an additional $5,000 fee per foreign temporary worker. A company
with more than fifteen percent of its workforce in H-1B status would be prohibited from placing H-1B workers at third party worksites.
A similar bill was introduced in the U.S. House of Representatives in October 2013 and is awaiting further legislative action.
If any of those provisions are signed into law, our cost of doing business in the United States would increase and that may discourage
customers from seeking our services. This could have a material and adverse effect on our business, revenues and operating results.







Furthermore, the credit crisis in the
United States and elsewhere had resulted in the United States federal government and governments in Europe acquiring equity positions
in leading financial institutions and banks. If either the United States federal government or another governmental entity acquires
an equity position in any of our clients, any resulting changes in management or reorganizations may result in deferrals or cancellations
of projects or delays in purchase decisions, which may have a material adverse effect on our business, results of operations or
financial condition. Moreover, equity investments by governmental entities in, or governmental financial aid to, our clients may
involve restrictions on the ability of such clients to outsource offshore or otherwise restrict offshore IT vendors from utilizing
the services of work visa holders at client locations. Any restriction on our ability to deploy our trained offshore resources
at client locations may in turn require us to replace our existing offshore resources with local resources, or hire additional
local resources, who may only be available at higher wages. Any resulting increase in our compensation, hiring and training expenses
could adversely impact our revenues and operating profitability.





In addition, the European Union (EU)
member states have adopted the Acquired Rights Directive, while some European countries outside of the EU have enacted similar
legislation. The Acquired Rights Directive and certain local laws in European countries that implement the Acquired Rights Directive,
such as the Transfer of Undertakings (Protection of Employees) Regulations, or TUPE, in the United Kingdom, allow employees who
are dismissed as a result of “service provision changes”, which may include outsourcing to non-EU companies, to seek
compensation either from the company from which they were dismissed or from the company to which the work was transferred. This
could deter EU companies from outsourcing work to us and could also result in us being held liable for redundancy payments to such
workers. Any such event could adversely affect our revenues and operating profitability.



Similar immigration and business reform
measures have been introduced in Australia and Canada.



Restrictions on immigration may
affect our ability to compete for and provide services to clients in the United States, Europe and other jurisdictions, which could
hamper our growth or cause our revenues to decline.



The vast majority of our employees are
Indian nationals. Most of our projects require a portion of the work to be completed at the client’s location. The ability
of our technology professionals to engage in work-related activity in the United States, Europe and in other countries depends
on the ability to obtain the necessary visas and work permits.





As of March 31, 2014, the majority
of our professionals in the United States held either H-1B visas, which are for professionals who work in a specialty
occupation, or L-1 visas, which are for intra-company transfers of managers, executives or who have specialized knowledge.
Both are temporary visas, but the company may sponsor employees on either visa for green cards.







Although there is no limit to new
L-1 visas, there is a limit to the aggregate number of new H-1B visas that the U.S. Citizenship and Immigration Services, or USCIS,
may approve in any government fiscal year which is 65,000 annually, plus 20,000 additional H-1B visas that are available to skilled
workers who possess a Master's or higher degree from institutions of higher education in the United States. In calendar year 2014,
over 172,000 applications were received. The government conducts a random lottery to determine which H-1B applications will
be adjudicated that year. Increasing demand for H-1B visas, or changes in how the annual limit is administered, could limit
the company’s ability to access those visas.



The USCIS has increased its level of
scrutiny in granting new visas. This may, in the future, also lead to limits on the number of L-1 visas granted. In addition, the
granting of L-1 visas precludes companies from obtaining such visas for employees with specialized knowledge: (1) if such employees
will be stationed primarily at the worksite of another company in the U.S. and the employee will not be controlled and supervised
by his or her employer, or (2) if such offsite placement is essentially an arrangement to provide labor for hire rather than in
connection with the employee's specialized knowledge. Immigration laws in the United States or other jurisdictions where we conduct
business may also require us to meet certain levels of compensation, and to comply with other legal requirements, including labor
certifications, as a condition to obtaining or maintaining work visas for our professionals working in such countries.









Changes in L-1 visa policy, either by
statute or through administrative policy, could limit our ability to transfer existing employees to the United States.







Immigration laws in the United States
and in other countries are subject to legislative and policy changes, as well as to variations in standards of application and
enforcement due to political forces and economic conditions. In addition, as discussed above, the U.S. Congress is considering
extensive changes to U.S. immigration laws regarding the admission of high-skilled temporary and permanent workers. If such provisions
are signed into law, our cost of doing business in the United States would increase and that may discourage customers from seeking
our services. This could have a material and adverse effect on our business, revenues and operating results.



In addition, the U.K. government has
recently introduced an interim limit on the number of visas that may be granted. It is difficult to predict the political and economic
events that could affect immigration laws, or the restrictive impact they could have on obtaining or monitoring work visas for
our technology professionals. Our reliance on work visas for a significant number of technology professionals makes us particularly
vulnerable to such changes and variations as it affects our ability to staff projects with technology professionals who are not
citizens of the country where the work is to be performed. Recently, there has been an increase in the number of rejections of
visa applications. This may affect our ability to get timely visas and accordingly staff projects. As a result, we may not be able
to obtain a sufficient number of visas for our technology professionals or may encounter delays or additional costs in obtaining
or maintaining the conditions of such visas. Additionally, we may have to apply in advance for visas and this could result in additional
expenses during certain quarters of the fiscal year.



Recently, Australia has enforced stricter
visa rules for foreign workers. Under these rules, companies sponsoring foreign workers in Australia would be required to demonstrate
that there are no qualified and experienced Australian workers to fill a position to be taken by a proposed visa holder. Further,
companies may be required to furnish additional details, such as the number of foreign workers that they sponsor and proof of their
proficiency in English. Arrangements similar to independent contracting arrangements may not be permitted. This could potentially
cause delays in the processing of our visa applications, increase our costs in obtaining visas and reduce our flexibility in staffing
projects in Australia. Additionally, we may also be subject to audits by local authorities in Australia who enforce these regulations.



Similar labor market protective immigration reform measures may be introduced in Canada, which could include
new minimum wage requirements for foreign workers, required ratios of local labor, and new minimum standards for intra-company
transfers. The government may also tighten adjudication standards for labor market tests. These changes could negatively affect
our ability to utilize current employees to fulfill existing or new projects and could also result in higher operating expenses.



In addition, in the event that any governmental
authority undertakes any actions which limit any visa program that we utilize, or imposes sanctions, fines or penalties on us or
our employees, this could materially and adversely affect our business and results of operations. This could potentially increase
the rejection rates of our visa applications which would impact our onsite staffing.



In 2011, we learned that we were the
subject of an investigation into alleged abuses of the B-1 visa classification. On May 23, 2011, we received a subpoena from a
grand jury in the United States District Court for the Eastern District of Texas. The subpoena required that we provide to the
grand jury certain documents and records related to our sponsorships for, and uses of, B1 business visas. We complied with the
subpoena. In addition, the U.S. Department of Homeland Security (“DHS”) reviewed our employer eligibility verifications
on Form I-9 with respect to our employees working in the United States. In connection with this review, we were advised that the
DHS has found errors in a significant percentage of our Forms I-9 that the DHS had reviewed.



Infosys co-operated with the United States
in its investigation, including by providing timely and extensive information in response to informal, as well as formal, requests
for information from the United States. On October 30, 2013, we settled the foregoing matters and entered into a Settlement Agreement
(“Settlement Agreement”) with the U.S. Attorney, the DHS and the U.S. Department of State, as set forth in the section
titled “Legal Proceedings” in this Annual Report on Form 20-F. Nevertheless, our entry into the Settlement Agreement
resulted in significant media attention, particularly in the United States. Negative publicity about our company could adversely
affect our reputation as well as our existing and potential business relationships, which could have a material and adverse effect
on our results of operations and financial condition.



Our success depends in large part
upon our management team and key personnel and our ability to attract and retain them.





We are highly dependent on the Board of Directors
(“Board”), and the management team including our Executive Chairman, our Executive Vice Chairman, our Chief
Executive Officer, our Chief Financial Officer, other executive members of the Board and members of our senior leadership.
Our future performance will be affected by any disruptions in the continued service of our directors, executives and other
officers. For instance, in fiscal 2014, there were significant changes to our Board and senior management, including the
resignation of Members of our Board and the appointment of two new Presidents, which was effective from January 3, 2014. The
Executive Council was dissolved effective April 1, 2014. We cannot assure you that the changes in the Board of Directors and
management will not cause disruption to our operations or customer relationships, or materially impact our results of
operations.

Competition for senior management
in our industry is intense, and we may not be able to retain senior management personnel or attract and retain new senior management
personnel in the future. Furthermore, we do not maintain key man life insurance for any of the senior members of our management
team or other key personnel. The loss of any member of our senior management or other key personnel may have a material adverse
effect on our business, results of operations and financial condition.



Our failure to complete fixed-price,
fixed-timeframe contracts or transaction-based pricing contracts within budget and on time may negatively affect our profitability.



As an element of our business strategy,
in response to client requirements and pressures on IT budgets, we are offering an increasing portion of our services on a fixed-price,
fixed-timeframe basis, rather than on a time-and-materials basis. In fiscal 2014, fiscal 2013 and fiscal 2012, revenues from fixed-price,
fixed-timeframe projects accounted for 40.8%, 40.0% and 39.3% of our total services revenues, respectively, including revenues
from our business process management services. In addition, pressure on the IT budgets of our clients has led us to deviate from
our standard pricing policies and to offer varied pricing models to our clients in certain situations in order to remain competitive.
For example, we have recently begun entering into transaction-based pricing contracts with certain clients who were not previously
offered such terms in order to give our clients the flexibility to pay as they use our services.



The risk of entering into
fixed-price, fixed-timeframe arrangements and transaction-based pricing arrangements is that if we fail to properly estimate
the appropriate pricing for a project, we may incur lower profits or incur losses as a result of being unable to execute
projects on the timeframe and with the amount of labor we expected. Although we use our software engineering methodologies
and processes and past project experience to reduce the risks associated with estimating, planning and performing
fixed-price, fixed-timeframe projects and transaction-based pricing projects, we bear the risk of cost overruns, completion
delays and wage inflation in connection with these projects. If we fail to estimate accurately the resources and time
required for a project, future wage inflation rates, or currency exchange rates, or if we fail to complete our contractual
obligations within the contracted timeframe, our profitability may suffer. We expect that we will continue to enter into
fixed-price, fixed-timeframe and transaction-based pricing engagements in the future, and such engagements may increase in
relation to the revenues generated from engagements on a time-and-materials basis, which would increase the risks to our
business.



Our client contracts can typically
be terminated without cause and with little or no notice or penalty, which could negatively impact our revenues and profitability.



Our clients typically retain us on a
non-exclusive, project-by-project basis. Most of our client contracts, including those that are on a fixed-price, fixed-timeframe
basis, can be terminated with or without cause,  between zero and 90 days’ notice and without any termination-related
penalties. Our business is dependent on the decisions and actions of our clients, and there are a number of factors relating to
our clients that are outside of our control which might lead to termination of a project or the loss of a client, including:





| | · | financial difficulties for a client;
| | - | ------------------------------------

| | · | a change in strategic priorities, resulting in a reduced level of technology
spending;
| | - | --------------------------------------------------------------------------------------

| | · | a demand for price reductions;
| | - | ------------------------------

| | · | a change in outsourcing strategy by moving more work to the client’s
in-house technology departments or to our competitors;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | the replacement by our clients of existing software with packaged software
supported by licensors;
| | - | --------------------------------------------------------------------------------------------------

| | · | mergers and acquisitions;
| | - | -------------------------

| | · | consolidation of technology spending by a client, whether arising out
of mergers and acquisitions, or otherwise; and
| | - | --------------------------------------------------------------------------------------------------------------------

| | · | sudden ramp-downs in projects due to an uncertain
economic environment.
| | - | -----------------------------------------------------------------------





Our inability to control the termination
of client contracts could have a negative impact on our financial condition and results of operations.



Our engagements with customers
are singular in nature and do not necessarily provide for subsequent engagements.



Our clients generally retain us on a
short-term, engagement-by-engagement basis in connection with specific projects, rather than on a recurring basis under long-term
contracts. Although a substantial majority of our revenues are generated from repeat business, which we define as revenues from
a client who also contributed to our revenues during the prior fiscal year, our engagements with our clients are typically for projects
that are singular in nature. Therefore, we must seek out new engagements when our current engagements are successfully completed
or terminated, and we are constantly seeking to expand our business with existing clients and secure new clients for our services.
In addition, in order to continue expanding our business, we may need to significantly expand our sales and marketing group, which
would increase our expenses and may not necessarily result in a substantial increase in business. If we are unable to generate
a substantial number of new engagements for projects on a continual basis, our business and results of operations would likely
be adversely affected.



Our client contracts are often
conditioned upon our performance, which, if unsatisfactory, could result in lower revenue than previously anticipated.



A number of our contracts have incentive-based
or other pricing terms that condition some or all of our fees on our ability to meet defined performance goals or service levels.
Our failure to meet these goals or a client’s expectations in such performance-based contracts may result in a less profitable
or an unprofitable engagement.



Some of our long-term client contracts
contain benchmarking provisions which, if triggered, could result in lower future revenues and profitability under the contract.



As the size and duration of our client
engagements increase, clients may increasingly require benchmarking provisions. Benchmarking provisions allow a customer in certain
circumstances to request a benchmark study prepared by an agreed upon third-party comparing our pricing, performance and efficiency
gains for delivered contract services to that of an agreed upon list of other service providers for comparable services. Based
on the results of the benchmark study and depending on the reasons for any unfavorable variance, we may be required to reduce
the pricing for future services performed under the balance of the contract, which could have an adverse impact on our revenues
and profitability. Benchmarking provisions in our client engagements may have a greater impact on our results of operations during
an economic slowdown, because pricing pressure and the resulting decline in rates may lead to a reduction in fees that we charge
to clients that can have benchmarking provisions in their engagements with us.



Our increasing work with governmental
agencies may expose us to additional risks.



Currently, the vast majority of our clients
are privately or publicly owned. However, we are increasingly bidding for work with governments and governmental agencies, both
within and outside the United States. Projects involving governments or governmental agencies carry various risks inherent in the
government contracting process, including the following:





| | · | Such projects may be subject to a higher risk of reduction in scope or
termination than other contracts due to political and economic factors such as changes in government, pending elections or the
reduction in, or absence of, adequate funding, or disputes with other government departments or agencies.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Terms and conditions of government contracts tend to be more onerous
than other contracts and may include, among other things, extensive rights of audit, more punitive service level penalties and
other restrictive covenants. Also, the terms of such contracts are often subject to change due to political and economic factors.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Government contracts are often subject to more extensive scrutiny and
publicity than other contracts. Any negative publicity related to such contracts, regardless of the accuracy of such publicity,
may adversely affect our business and reputation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Participation in government contracts could subject us to stricter regulatory
requirements, which may increase our cost of compliance.
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | · | Such projects may involve multiple parties
in the delivery of services and require greater project management efforts on our part, and any failure in this regard may adversely
impact our performance.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





In addition, we operate in jurisdictions
in which local business practices may be inconsistent with international regulatory requirements, including anti-corruption and
anti-bribery regulations prescribed under the U.S. Foreign Corrupt Practices Act (FCPA), and the U.K. Bribery Act 2010, which,
among other things, prohibits giving or offering to give anything of value with the intent to influence the awarding of government
contracts. Although we believe that we have adequate policies and enforcement mechanisms to ensure legal and regulatory compliance
with the FCPA, the Bribery Act 2010 and other similar regulations, it is possible that some of our employees, subcontractors, agents
or partners may violate any such legal and regulatory requirements, which may expose us to criminal or civil enforcement actions,
including penalties and suspension or disqualification from U.S. federal procurement contracting. If we fail to comply with legal
and regulatory requirements, our business and reputation may be harmed.



Any of the above factors could have a
material and adverse effect on our business or our results of operations.



Our business will suffer if we
fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology
and in the industries on which we focus.





The technology services market is characterized
by rapid technological change, evolving industry standards, changing client preferences and new product and service introductions.
Our future success will depend on our ability to anticipate these advances and develop new product and service offerings to meet
client needs. We may fail to anticipate or respond to these advances in a timely basis, or, if we do respond, the services or technologies
that we develop may not be successful in the marketplace. The development of some of the services and technologies may involve
significant upfront investments and the failure of these services and technologies may result in our inability to recover these
investments, in part or in full. Further, products, services or technologies that are developed by our competitors may render our
services non-competitive or obsolete.







We have recently introduced, and propose
to introduce, several new solutions involving complex delivery models combined with innovative, and often transaction-based, pricing
models. Some of our solutions, including the Software as a Service, or SaaS, solution, are often based on a transaction-based pricing
model even though these solutions require us to incur significant upfront costs. The advent of new technologies like cloud computing,
and new initiatives, such as enterprise mobility and environment sustainability, and the pace of adoption of new technologies and
initiatives by clients could have potential impact on our growth. The complexity of these solutions, our inexperience in developing
or implementing them and significant competition in the markets for these solutions may affect our ability to market these solutions
successfully. Further, customers may not adopt these solutions widely and we may be unable to recover any investments made in these
solutions. Even if these solutions are successful in the market, the dependence of these solutions on third-party hardware and
software and on our ability to meet stringent service levels in providing maintenance or support services may result in our inability
to deploy these solutions successfully or profitably. Further, where we offer a transaction-based pricing model in connection with
an engagement, we may also be unable to recover any upfront costs incurred in solutions deployed by us in full.





Compliance with new and changing
corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of
compliance.





Changing laws, regulations and standards
relating to accounting, corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations,
New York Stock Exchange rules, NYSE Euronext Paris rules, NYSE Euronext London rules, Securities and Exchange Board of India, or
SEBI, rules and Indian stock market listing regulations create uncertainty for the company. In India, the Companies Act, 2013 has
been notified and is effective April 1, 2014. The Companies Act, 2013 is considered to be forward-looking in its approach and introduces
many new concepts such as compulsory corporate social responsibilities, corporate governance, audit matters, initiation of class
action suits by shareholders or depositors, insider trading, for companies such as Infosys. These new or changed laws, regulations
and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time
as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance
matters and higher costs of compliance as a result of ongoing revisions to such governance standards.





In particular, continuing compliance
with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal
control over financial reporting requires the commitment of significant financial and managerial resources and our independent
auditor’s independent assessment of the internal control over financial reporting.



In connection with this Annual Report
on Form 20-F for fiscal 2014, our management assessed our internal controls over financial reporting, and determined that our internal
controls were effective as of March 31, 2014. However, we will undertake management assessments of our internal control over financial
reporting in connection with each annual report, and any deficiencies uncovered by these assessments or any inability of our auditors
to issue an unqualified opinion regarding our internal control over financial reporting could harm our reputation and the price
of our equity shares and ADSs.



Further, since 2009 there has
been an increased focus on corporate governance by the U.S. Congress and by the SEC in response to the credit and financial
crisis in the United States. As a result of this increased focus, additional corporate governance standards have been
promulgated with respect to companies whose securities are listed in the United States, including standards promulgated
pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and more governance standards may be
imposed in the future on companies whose securities are listed in the United States.





The Securities and Exchange Board of
India (SEBI) has on April 17, 2014 amended the equity listing agreement. These amendments seek to further strengthen the existing
corporate governance norms. The amendments come into effect on October 1, 2014.



We are committed to maintaining high standards
of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this
regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion
of management time and attention from revenue-generating activities to compliance activities.



In addition, it may become more expensive
or more difficult for us to obtain director and officer liability insurance. Further, our Board members, Chief Executive Officer,
and Chief Financial Officer could face an increased risk of personal liability in connection with their performance of duties and
our SEC reporting obligations. As a result, we may face difficulties attracting and retaining qualified Board members and executive
officers, which could harm our business. If we fail to comply with new or changed laws or regulations, our business and reputation
may be harmed.



Disruptions in telecommunications,
system failures, or virus attacks could harm our ability to execute our Global Delivery Model, which could result in client dissatisfaction
and a reduction of our revenues.





A significant element of our distributed
project management methodology, which we refer to as our Global Delivery Model, is to continue to leverage and expand our Development
Centers globally. We currently have 93 Development Centers located in various countries around the world. Our Development Centers
globally are linked with a telecommunications network architecture that uses multiple service providers and various satellite and
optical links with alternate routing. We may not be able to maintain active voice and data communications between our various Development
Centers and our clients’ sites at all times due to disruptions in these networks, system failures or virus attacks. Any significant
failure in our ability to communicate could result in a disruption in business, which could hinder our performance or our ability
to complete client projects on time. This, in turn, could lead to client dissatisfaction and a material adverse effect on our business,
results of operations and financial condition.





We may be liable to our clients
for damages caused by disclosure of confidential information, system failures, errors or unsatisfactory performance of services.



We are often required to collect and
store sensitive or confidential client and customer data. Many of our client agreements do not limit our potential liability for
breaches of confidentiality. If any person, including any of our employees, penetrates our network security or misappropriates
sensitive data, we could be subject to significant liability from our clients or from our clients’ customers for breaching
contractual confidentiality provisions or privacy laws. Unauthorized disclosure of sensitive or confidential client and customer
data, whether through breach of our computer systems, systems failure or otherwise, could damage our reputation and cause us to
lose clients.



Many of our contracts involve projects
that are critical to the operations of our clients’ businesses, and provide benefits which may be difficult to quantify.
Any failure in a client’s system or breaches of security could result in a claim for substantial damages against us, regardless
of our responsibility for such failure. Furthermore, any errors by our employees in the performance of services for a client, or
poor execution of such services, could result in a client terminating our engagement and seeking damages from us.



Although we generally attempt to limit
our contractual liability for consequential damages in rendering our services, these limitations on liability may be unenforceable
in some cases, or may be insufficient to protect us from liability for damages. We maintain general liability insurance coverage,
including coverage for errors or omissions, however, this coverage may not continue to be available on reasonable terms and may
be unavailable in sufficient amounts to cover one or more large claims. Also an insurer might disclaim coverage as to any future
claim. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in
our insurance policies, including premium increases or the imposition of a large deductible or co-insurance requirement, could
adversely affect our operating results.



Recently, many of our clients have been
seeking more favorable terms from us in our contracts, particularly in connection with clauses related to the limitation of our
liability for damages resulting from unsatisfactory performance of services. The inclusion of such terms in our client contracts,
particularly where they relate to our attempt to limit our contractual liability for damages, may increase our exposure to liability
in the case of our failure to perform services in a manner required under the relevant contracts. Further, any damages resulting
from such failure, particularly where we are unable to recover such damages in full from our insurers, may adversely impact our
business, revenues and operating margins.



We are investing substantial cash
assets in new facilities and physical infrastructure, and our profitability could be reduced if our business does not grow proportionately.



As of March 31, 2014, we had contractual
commitments of $227 million for capital expenditures, including commitments related to the expansion or construction
of facilities. We may encounter cost overruns or project delays in connection with expansion of existing facilities and construction
of new facilities. Expansions of existing facilities and construction of new facilities will increase our fixed costs. If we are
unable to grow our business and revenues proportionately, our profitability will be reduced.



We may be unable to recoup our
investment costs to develop our software products.



In fiscal 2014, fiscal 2013 and fiscal
2012, we earned 3.6%, 4.0% and 4.6% of our total revenue from  software products, respectively. The development
of our software products requires significant investments. The markets for our primary suite of software products, which we call
Finacle, are competitive. Our current software products or any new software products that we develop may not be commercially
successful and the costs of developing such new software products may not be recouped. Since software product revenues typically
occur in periods subsequent to the periods in which the costs are incurred for the development of such software products, delayed
revenues may cause periodic fluctuations in our operating results.



We may engage in acquisitions,
strategic investments, strategic partnerships or alliances or other ventures that may or may not be successful.



We may acquire or make strategic investments
in complementary businesses, technologies, services or products, or enter into strategic partnerships or alliances with third parties
in order to enhance our business. For example, in fiscal 2012, Infosys BPO completed the acquisition of Portland Group Pty Ltd.,
a leading provider of strategic sourcing and category management services based in Australia. In fiscal 2013, we acquired Lodestone
Holding AG, a global management consultancy firm.



It is possible that we may not identify
suitable acquisitions, candidates for strategic investment or strategic partnerships, or if we do identify suitable targets, we
may not complete those transactions on terms commercially acceptable to us, or at all. Our inability to identify suitable acquisition
targets or investments or our inability to complete such transactions may affect our competitiveness and growth prospects.



Even if we are able to identify an acquisition
that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or the target
may be acquired by another company. Furthermore, in the event that we are able to identify and consummate any future acquisitions,
we could:





| | · | issue equity securities which would dilute current shareholders’
percentage ownership;
| | - | --------------------------------------------------------------------------------------

| | · | incur substantial debt;
| | - | -----------------------

| | · | incur significant acquisition-related expenses;
| | - | -----------------------------------------------

| | · | assume contingent liabilities; or
| | - | ---------------------------------

| | · | expend significant cash.
| | - | ------------------------





These financing activities or
expenditures could harm our business, operating results and financial condition or the price of our common stock.
Alternatively, due to possible difficulties in the capital and credit markets, we may be unable to secure capital on
acceptable terms, if at all, to complete acquisitions.



Moreover, even if we do obtain benefits
from acquisitions in the form of increased sales and earnings, there may be a delay between the time when the expenses associated
with an acquisition are incurred and the time when we recognize such benefits.



Further, if we acquire a company, we
could have difficulty in assimilating that company’s personnel, operations, technology and software. In addition, the key
personnel of the acquired company may decide not to work for us. These difficulties could disrupt our ongoing business, distract
our management and employees and increase our expenses.



We have made, and may in the future make,
strategic investments in early-stage technology start-up companies in order to gain experience in or exploit niche technologies.
However, our investments may not be successful. The lack of profitability of any of our investments could have a material adverse
effect on our operating results.



We may be the subject of litigation
which, if adversely determined, could harm our business and operating results.



We are, and may in the future be, subject
to legal claims arising in the normal course of business. An unfavorable outcome on any litigation matter could require that we
pay substantial damages, or, in connection with any intellectual property infringement claims, could require that we pay ongoing
royalty payments or prevent us from selling certain of our products. In addition, we may decide to settle any litigation, which
could cause us to incur significant costs. A settlement or an unfavorable outcome on any litigation matter could have a material
adverse effect on our business, operating results, financial position or cash flows.



The markets in which we operate
are subject to the risk of earthquakes, floods, tsunamis, storms and other natural and manmade disasters.





Some of the regions that we operate in
are prone to earthquakes, floods, tsunamis, storms and other natural and manmade disasters. In the event that any of our business
centers are affected by any such disasters, we may sustain damage to our operations and properties, suffer significant financial
losses or be unable to complete our client engagements in a timely manner, if at all. For example, snowstorms in the northeastern
part of the United States in January and February of 2014 resulted in airport and business closures which affected our ability
to conduct business with, and generate revenue from, clients in that region during the said period. Further, in the event of a
natural disaster, we may also incur costs in redeploying personnel and property. For instance, as a result of the natural disasters
in Japan in March 2011, and the resulting fallout of nuclear radiation from damaged nuclear power plants, we were required to temporarily
relocate some of the employees from our offices in Japan to India.





In addition, if there is a major earthquake,
flood or other natural disaster in any of the locations in which our significant customers are located, we face the risk that our
customers may incur losses, or sustained business interruption, which may materially impair our ability to provide services to
our customers and may limit their ability to continue their purchase of products or services from us. A major earthquake, flood
or other natural disaster in the markets in which we operate could have a material adverse effect on our business, financial condition,
results of operations and cash flows.



Risks Related to Investments in Indian
Companies and International Operations Generally



Our net income would decrease if
the Government of India reduces or withdraws tax benefits and other incentives it provides to us or when our tax holidays expire,
reduce or terminate.





We have benefited from certain tax
incentives the Government of India had provided to the export of software from the units registered under the Software
Technology Parks scheme (‘STP’), in India and we continue to benefit from certain tax incentives for the units
registered under the Special Economic Zones Act, 2005. However, the tax incentives provided by the Government of India for
STPs have expired, and the profits earned from our STP units are now taxable.









Under the Special Economic Zones Act,
2005, SEZ units which begin providing services on or after April 1, 2005 are eligible for a deduction of 100% of profits or gains
derived from the export of services for the first five yearsfrom the financial year in which the unit
has commenced the provision of services and 50% of such profits or gains for the five years thereafter. Certain tax benefits
are also available for a further five years subject to the unit meeting defined conditions. When our tax holidays expire, reduce
or terminate, our tax expense will materially increase, reducing our profitability.







As a result of these tax incentives,
a portion of our pre-tax income has not been subject to tax in recent years.





These tax incentives resulted in a decrease
of $273 million, $202 million and $202 million in our income tax expense for fiscal 2014, fiscal 2013 and fiscal 2012 respectively,
compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available.
The per share effect of these tax incentives for the fiscal years ended March 31, 2014, 2013 and 2012 was $0.48, $0.35 and $0.35,
respectively.





Some of our Indian software Development Centers located in Chandigarh, Chennai, Hyderabad, Mangalore, Mysore, Pune, Trivandrum, Jaipur and Bangalore currently operate
in special economic zones, or SEZs, and many of our proposed Development Centers are likely to operate in SEZs. If the Government
of India changes its policies affecting SEZs in a manner that adversely impacts the incentives for establishing and operating facilities
in SEZs, our business, results of operations and financial condition may be adversely affected.



In August 2010, the Direct Taxes
Code Bill, 2010, was introduced in the Indian Parliament. The Direct Taxes Code Bill, if reintroduced and enacted,
is intended to replace the Indian Income Tax Act, 1961. The Direct Taxes Code Bill proposes that while profit-linked tax
benefits for existing units in SEZs will continue for the unexpired portions of the applicable tax holiday period, such tax
benefits will not be available to new units in SEZs that were notified after March 31, 2012 and will become operational after
March 31, 2014.



On April 1, 2014 the Indian Finance Ministry released a draft revised and comprehensive “Direct Taxes
Code 2013′′. The key change as compared to Direct Taxes Code Bill 2010 is that the terminal date for benefits for section
10AA (SEZ Units) and section 80IAB (SEZ Developer) has been extended to March 31, 2015. This means that SEZ Units that start commercial
operations on or before March 31, 2015 and SEZ Developers that are notified on or before March 31, 2015, will be eligible for the
tax benefits as per the erstwhile Income Tax Act ,1961 or in other words their tax benefit would be “grandfathered”.The Direct Taxes Code 2013 is presently not introduced in the
Indian Parliament and therefore not enacted.



Further,
the Finance Act, 2007, had included income eligible for deductions under Section 10A of the Indian Income Tax Act, 1961
in the computation of book profits for the levy of a Minimum Alternate Tax, or MAT. Effective April 1, 2011, the Finance
Act, 2011, extended MAT to SEZ units and SEZ developer units. Income in respect of which a deduction may be claimed under
section 10AA or section 80IAB of the Indian Income Tax Act, 1961 therefore has to be included in book profits for computing
MAT liability. The Finance Act, 2013, has increased the surcharge on income of domestic companies having taxable income above 100,000,000
from 5% to 10%. This has resulted in the increase in effective MAT rate for such companies to 20.96% from 20.01%.



With
our growth of business in SEZ units, we may have to compute our tax liability under MAT in future years as the tax liability
under normal tax provisions may be lower as compared to MAT tax liability.





The Income Tax Act, 1961 provides
that the MAT paid by us can be adjusted against our normal tax liability over the next ten years. Although MAT paid by us can
be set off against our future tax liability, due to the introduction of MAT, cash flows for intervening periods could be
adversely affected.







The Direct Taxes Code Bill 2010 also
proposes the rate of MAT to be 20% (including surcharges) on the book profits of domestic companies, and the amounts paid towards
MAT are expected to be adjusted against normal tax liability over a fifteen year period. The revised Direct Taxes Code 2013 reduces
the period of utilization of MAT credit to ten years (from fifteen years, as earlier proposed) and the rate of MAT to 18.5% (including
surcharges).





The Interim Budget 2014-15, has not extended the benefit under Section 115BBD of taxing dividends received
by an Indian company from its overseas subsidiaries (with shareholding of more than 26%) at a concessional rate of 17%. As we have
subsidiaries in overseas jurisdictions, dividends received from them will be taxable at a higher rate (i.e. 33.99%) which would
increase our tax liability in India.



The expiration, modification,
reduction or termination of any of our tax benefits or holidays, including on account of non-availability of the SEZ tax
holiday scheme pursuant to the enactment of the Direct Taxes Code Bill, would likely increase our effective tax rates
significantly. Any increase in our tax liability in India could have a material and adverse effect on our net
income.



In the event that the Government
of India or the government of another country changes its tax policies in a manner that is adverse to us, our tax expense may materially
increase, reducing our profitability.





In the Finance Act, 2012, the Government
of India introduced levy of service tax based on a negative list of services. Consequently, all services have become taxable, except
notified exempted services. The rate of service tax has been increased from 10% to 12%. This has increased the cost of input services.
In Finance Act, 2013, the Government of India did not propose any significant changes in the service tax law and the fiscal changes
brought about in the Finance Act, 2012, as stated above, continues to remain in the statute. Although currently there are no material
pending or threatened claims against us for service taxes, such claims may be asserted against us in the future. Defending these
claims would be expensive, time consuming and may divert our management’s attention and resources from operating our business.





Additionally, the Finance Act, 2012 adopted
the General Anti Avoidance Rules (GAAR). Pursuant to GAAR, an arrangement in which the main purpose, or one of the main purposes,
is to obtain a tax benefit may be declared an “impermissible avoidance arrangement” if it also satisfies at least one
of the following four tests:





| | (a) | The arrangement creates rights and obligations,
which are not normally created between parties dealing at arm’s length.
| | --- | -----------------------------------------------------------------------------------------------------------------------

| | (b) | It results in misuse or abuse of provisions
of tax laws.
| | --- | --------------------------------------------------------

| | (c) | It lacks commercial substance or is deemed
to lack commercial substance.
| | --- | ------------------------------------------------------------------------

| | (d) | It is carried out in a manner, which is normally
not employed for a bona fide purpose.
| | --- | --------------------------------------------------------------------------------------



If any of our transactions are found
to be impermissible avoidance arrangements under GAAR, our business, financial condition and results of operations may be adversely
affected.





The GAAR was originally proposed
to become effective for transactions entered into on or after April 1, 2013. In September 2013 vide Notification No. 75, the
Government of India has notified the applicability of the GAAR provisions along with certain threshold limits which will
become effective from April 1, 2015.





The Finance Act, 2012 has also made certain
retrospective amendments effective June 1, 1976, such as broadening the term “royalty”. Any retrospective tax amendments
may adversely affect our financial condition and results of operations.



The Finance Act, 2013 has increased
the tax withholding rate from 10% to 25% in respect of the payment to be made to non-residents towards "Royalty"
and / or "Fees for Technical Services". However, an option to follow a rate prescribed under the applicable Double
Taxation Avoidance Agreement has been given subject to fulfillment of prescribed conditions and documentation. As we procure
various software licenses and technical services from non-residents in course of delivering our products and services to our
clients, the cost of purchase of such software and services may increase for us.



We operate in jurisdictions that
impose transfer pricing and other tax-related regulations on us, and any failure to comply could materially and adversely affect
our profitability.



We are required to comply with various
transfer pricing regulations in India and other countries. Failure to comply with such regulations may impact our effective tax
rates and consequently affect our net margins. Additionally, we operate in several countries and our failure to comply with the
local and municipal tax regime may result in additional taxes, penalties and enforcement actions from such authorities. In the
event that we do not properly comply with transfer pricing and tax-related regulations, our profitability may be adversely affected.



Wage pressures in India and the
hiring of employees outside India may prevent us from sustaining our competitive advantage and may reduce our profit margins.



Wage costs in India have historically
been significantly lower than wage costs in the United States and Europe for comparably skilled professionals, which has been one
of our competitive strengths. Although, currently, a vast majority of our workforce consists of Indian nationals, we expect to
increase hiring in other jurisdictions, including the United States and Europe. Any such recruitment of foreign nationals is likely
to be at wages higher than those prevailing in India and may increase our operating costs and adversely impact our profitability.





Further, in certain jurisdictions in
which we operate, legislation has been adopted that requires our non-resident employees working in such jurisdictions to earn the
same wages as  residents or citizens of such jurisdiction. In jurisdictions where this is required, the compensation
expenses for our non-resident employees would adversely impact our results of operations. For example, recently, the minimum wages
for certain work permit holders in the United Kingdom have been increased, thereby increasing the cost of conducting business in
that jurisdiction.





Additionally, wage increases in
India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We have
historically experienced significant competition for employees from large multinational companies that have established and
continue to establish offshore operations in India, as well as from companies within India. This competition has led to wage
pressures in attracting and retaining employees, and these wage pressures have led to a situation where wages in India are
increasing at a faster rate than in the United States, which could result in increased costs for companies seeking to employ
technology professionals in India, particularly project managers and other mid-level professionals. We may need to increase
our employee compensation more rapidly than in the past to remain competitive with other employers, or seek to recruit in
other low labor cost jurisdictions to keep our wage costs low. For example, we established a long term retention bonus policy
for our senior executives and employees. Under this policy, certain senior executives and employees will be entitled to a
yearly cash bonus upon their continued employment with us based upon seniority, their role in the company and their
performance. Typically, we undertake an annual compensation review, and pursuant to such review, the average salaries of our
employees have increased significantly. For instance, we increased compensation for fiscal 2014, effective July 2013, which
has affected our margins in subsequent quarters. Any compensation increases in the future may result in a material
adverse effect on our business, results of operations and financial condition. In certain years, we may not give wage
increases due to adverse market conditions while our competitors may still give wage increases. This may result in higher
attrition rates and may impact our ability to hire the best talent.



Terrorist attacks or a war could
adversely affect our business, results of operations and financial condition.





Terrorist attacks, such as the attacks
of September 11, 2001 in the United States, the attacks of July 25, 2008 in Bangalore, the attacks of November 26 to 29, 2008 and
July 13, 2011 in Mumbai and other acts of violence or war have the potential to directly impact our clients or us. To the extent
that such attacks affect or involve the United States or Europe, our business may be significantly impacted, as the majority of
our revenues are derived from clients located in the United States and Europe. In addition, such attacks may destabilize the economic
and political situation in India, may make travel more difficult, may make it more difficult to obtain work visas for many of our
technology professionals who are required to work in the United States or Europe, and may effectively reduce our ability to deliver
our services to our clients. Such obstacles to business may increase our expenses and negatively affect the results of our operations.
Furthermore, any attacks in India could cause a disruption in the delivery of our services to our clients, and could have a negative
impact on our business, personnel, assets and results of operations, and could cause our clients or potential clients to choose
other vendors for the services we provide. Terrorist threats, attacks or war could make travel more difficult, may disrupt our
ability to provide services to our clients and could delay, postpone or cancel our clients’ decisions to use our services.





Regional conflicts in South Asia
could adversely affect the Indian economy, disrupt our operations and cause our business to suffer.



South Asia has, from time to time, experienced
instances of civil unrest and hostilities among neighboring countries, including between India and Pakistan. In recent years, there
have been military confrontations between India and Pakistan that have occurred in the region of Kashmir and along the India-Pakistan
border. Further, Pakistan has sometimes experienced significant instability and this has heightened the risks of
conflict in South Asia. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications
and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies
involve higher degrees of risk. This, in turn, could have a material adverse effect on the market for securities of Indian companies,
including our equity shares and our ADSs, and on the market for our services.



Changes in the policies of the
Government of India or political instability could delay the further liberalization of the Indian economy and adversely affect
economic conditions in India generally, which could impact our business and prospects.



Since 1991,
successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on
the private sector. Nevertheless, the role of the Central and State governments in the Indian economy as producers, consumers and
regulators has remained significant. The current Government of India, formed in May 2009, has announced policies and taken initiatives
that support the continued economic liberalization policies pursued by previous governments. However, these liberalization policies
may not continue in the future. The current Government of India completes its term in 2014 andin May 2014, the new government is expected to be formed following general elections. We cannot
predict whether the new government will pursue policies that encourage economic liberalization. The rate of economic liberalization
could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange and other matters
affecting investment in our securities could change as well. A significant change in India’s economic liberalization and
deregulation policies could adversely affect business and economic conditions in India generally, and our business in particular.



Some of our software Development Centers
located at Chandigarh, Chennai, Hyderabad, Mangalore, Mysore, Pune, Trivandrum, Bangalore and Jaipur currently operate in SEZs
and many of our proposed Development Centers are likely to operate in SEZs. If the Government of India changes its policies affecting
SEZs in a manner that adversely impact the incentives for establishing and operating facilities in SEZs, our business, results
of operations and financial condition may be adversely affected.



Political instability could also delay
the reform of the Indian economy and could have a material adverse effect on the market for securities of Indian companies, including
our equity shares and our ADSs, and on the market for our services.



Our international expansion plans
subject us to risks inherent in doing business internationally.



Currently, we have Development
Centers in 25 countries around the world, with our largest Development Centers located in India. We have recently
established and intend to establish new development facilities. During fiscal 2010, Infosys BPO acquired 100% of the voting
interests in Infosys McCamish, a business process solutions provider based in Atlanta, Georgia, in the United States. In
fiscal 2010, we established a wholly owned subsidiary, Infosys Tecnologia do Brasil Ltda in Brazil to provide information
technology services in Latin America. Further, during fiscal 2010, we formed Infosys Public Services, Inc. to focus on
governmental outsourcing and consulting in the United States and in fiscal 2011, we formed Infosys Technologies (Shanghai)
Company Limited to further expand our operations in China. In fiscal 2012, Infosys BPO completed the acquisition of Portland
Group Pty Ltd., a leading provider of strategic sourcing and category management services based in Australia. In fiscal 2013,
Infosys Limited completed the acquisition of Lodestone Holding AG, a global management consultancy firm.





We also have a very large
workforce spread across our various offices worldwide. As of March 31, 2014, we had 160,405 employees worldwide, and 36,558
of those employees were located outside India. Because of our global presence, we are subject to additional risks related to
our international expansion strategy, including risks related to compliance with a wide variety of treaties, national and
local laws, including multiple and possibly overlapping tax regimes, privacy laws and laws dealing with data protection,
export control laws, restrictions on the import and export of certain technologies and national and local labor laws dealing
with immigration, employee health and safety, and wages and benefits, applicable to our employees located in our
various international offices and facilities. We may from time to time be subject to litigation or administrative actions
resulting from claims against us by current or former employees, individually or as part of a class action, including for
claims of wrongful termination, discrimination (including on grounds of nationality, ethnicity, race, faith, gender, marital
status, age or disability), misclassification, redundancy payments under TUPE-type legislation, or other
violations of labor laws, or other alleged conduct. Our being held liable for unpaid compensation, redundancy payments,
statutory penalties, and other damages arising out of such actions and litigations could adversely affect our revenues and
operating profitability. For example, in December 2007, we entered into a voluntary settlement with the California Division
of Labor Standards Enforcement regarding the potential misclassification of certain of our current and former employees,
whereby we agreed to pay overtime wages that may have been owed to such employees. The total settlement amount was
approximately $26 million, including penalties and taxes. In October 2013, the Company completed a civil settlement with the
U.S. Department of State, Immigrations and Customs Enforcement and the U.S. Department of Homeland Security relating to I-9
paperwork errors and visa matters that were the subject of investigation by the U.S. Attorney’s Office for the Eastern
District of Texas. In the Settlement, Infosys agreed to pay $34 million to resolve all allegations. The Company categorically
denied claims of systemic visa fraud, misuse of visas for competitive advantage or immigration abuse and the U.S. Government
acknowledged the commitment of the Company to compliance with the immigration laws through its current visa and I-9
practices. No criminal charges or court rulings were brought against the Company. No limitations have been imposed on the
Company’s eligibility for federal contracts or access to U.S. visa programs.





In addition, we may face competition
in other countries from companies that may have more experience with operations in such countries or with international operations
generally. We may also face difficulties integrating new facilities in different countries into our existing operations, as well
as integrating employees that we hire in different countries into our existing corporate culture. As an international company,
our offshore and onsite operations may also be impacted by disease, epidemics and local political instability. For instance, some
of the regions in which we operate, including North Africa, have experienced political instability in recent times, which required
us to temporarily redeploy some of our personnel and property from those regions. Political instability in the regions in which
we operate could have a material adverse effect on revenues and profitability.



Our international expansion plans may
not be successful and we may not be able to compete effectively in other countries. Any of these events could adversely affect
our revenues and operating profitability.



It may be difficult for holders
of our ADSs to enforce any judgment obtained in the United States against us or our affiliates.



We are incorporated under the laws of
India and many of our directors and executive officers reside outside the United States. Virtually all of our assets are located
outside the United States. As a result, holders of our ADSs may be unable to effect service of process upon us outside the United
States. In addition, holders of our ADSs may be unable to enforce judgments against us if such judgments are obtained in courts
of the United States, including judgments predicated solely upon the federal securities laws of the United States.



The United States and India do not currently
have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial
matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States on the
basis of civil liability, whether or not predicated solely upon the federal securities laws of the United States, would not be
enforceable in India. However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court
in India based on a final judgment that has been obtained in the United States. The suit must be brought in India within three
years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely
that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it
is unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as excessive or inconsistent
with Indian practice. A party seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank
of India under the Foreign Exchange Management Act, 1999, to repatriate any amount recovered pursuant to the execution of such
a judgment.



Holders of ADSs are subject to
the Securities and Exchange Board of India’s Takeover Code with respect to their acquisitions of ADSs or the underlying equity
shares, and this may impose requirements on such holders with respect to disclosure and offers to purchase additional ADSs or equity
shares.



The Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the Takeover Code) is applicable to publicly listed
Indian companies. Therefore, the provisions of the Takeover Code apply to us and to any person acquiring our equity shares or voting
rights in our company, such as those represented by our ADSs.



Upon the acquisition of shares or voting
rights in a publicly listed Indian company such that the aggregate share-holding of the acquirer (meaning a person who directly
or indirectly, acquires or agrees to acquire shares or voting rights in a target company, or acquires or agrees to acquire control
over the target company, either by himself or together with any person acting in concert) is 5% or more of the shares of the company,
the acquirer is required, within two working days of such acquisition, to disclose the aggregate shareholding and voting rights
in the company to the company and to the stock exchanges in which the shares of the company are listed.



Further, an acquirer who, together with
persons acting in concert with him, holds shares or voting rights entitling them to 5% or more of the shares or voting rights in
a target company, acquires or sells shares representing 2% or more of the shares or voting rights of the company must disclose,
within two working days of such acquisition, sale or receipt of intimation of allotment of such shares, the acquirer's revised
shareholding to the company and to the stock exchanges on which the shares of the company are listed. This disclosure is required,
in case of a sale, even if such sale results in the shareholding of the acquirer falling below 5%.



The Takeover Code may impose conditions
that discourage a potential acquirer, which could prevent an acquisition of our company in a transaction that could be beneficial
for our equity holders.



The laws of India do not protect
intellectual property rights to the same extent as those of the United States, and we may be unsuccessful in protecting our intellectual
property rights. We may also be subject to third party claims of intellectual property infringement.



We rely on a combination of patent, copyright,
trademark and design laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property.
However, the laws of India do not protect proprietary rights to the same extent as laws in the United States. Therefore, our efforts
to protect our intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate
our products or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information.





The misappropriation or duplication of
our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenues and increase
our expenses. We may need to litigate to enforce our intellectual property rights or to determine the validity and scope of the
proprietary rights of others. Any such litigation could be time consuming and costly. As the number of patents, copyrights and
other intellectual property rights in our industry increases, and as the coverage of these rights increases, we believe that companies
in our industry will face more frequent infringement claims. Defense against these claims, even if such claims are not meritorious,
could be expensive and time consuming and may divert our management’s attention and resources from operating our company.
From time to time, third parties have asserted, and may in the future assert, patent, copyright, trademark and other intellectual
property rights against us or our customers. Our business partners may have similar claims asserted against them. Third parties,
including companies with greater resources than us, may assert patent rights to technologies that we utilize in our business. If
we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial
damage award and be forced to develop non-infringing technology, obtain a license or cease selling the applications or products
that contain the infringing technology. We may be unable to develop non-infringing technology or to obtain a license on commercially
reasonable terms, or at all. An unfavorable outcome in connection with any infringement claim against us as a result of litigation,
other proceeding or settlement, could have a material and adverse impact on our business, results of operations and financial position.





Our ability to acquire companies
organized outside India depends on the approval of the Government of India and / or the Reserve Bank of India, and failure to obtain
this approval could negatively impact our business.



Generally, the Reserve Bank of India
must approve any acquisition by us of any company organized outside of India. The Reserve Bank of India has historically permitted
acquisitions of companies organized outside of India by an Indian party without approval if the transaction consideration is paid
in cash, the transaction value does not exceed 400% of the net worth of the acquiring company as of the date of the acquiring company’s
latest audited balance sheet, or if the acquisition is funded with cash from the acquiring company’s existing foreign currency
accounts or with cash proceeds from the issuance of ADRs / GDRs. On August 14, 2013, this ceiling was amended to 100% of the net
worth of the acquiring company as of the date of the acquiring company’s latest audited balance sheet. However, financial
commitments made on or before August 14, 2013, the ceiling of 400% will apply. Such investments shall not be subject to any unwinding
or approval from the Reserve Bank of India. Moreover, the limit of financial commitments for an Indian party shall not apply to
the financial commitments funded out of the existing foreign currency accounts of the Indian party or out of funds raised by way
of ADRs / GDRs by the Indian party.



It is possible that any required approval
from the Reserve Bank of India or any other government agency may not be obtained. Our failure to obtain approvals for acquisitions
of companies organized outside India may restrict our international growth, which could negatively affect our business and prospects.



Indian laws limit our ability to
raise capital outside India and may limit the ability of others to acquire us, which could prevent us from operating our business
or entering into a transaction that is in the best interests of our shareholders.



Indian law relating to foreign exchange
management constrains our ability to raise capital outside India through the issuance of equity or convertible debt securities.
Generally, any foreign investment in, or acquisition of, an Indian company does not require the approval from relevant government
authorities in India, including the Reserve Bank of India. However, in a number of industrial sectors, there are restrictions on
foreign investment in Indian companies. Changes to the policies may create restrictions on our capital raising abilities. For example,
a limit on the foreign equity ownership of Indian technology companies or pricing restrictions on the issuance of ADRs / GDRs may
constrain our ability to seek and obtain additional equity investment by foreign investors. In addition, these restrictions, if
applied to us, may prevent us from entering into certain transactions, such as an acquisition by a non-Indian company, which might
otherwise be beneficial for us and the holders of our equity shares and ADSs.



Risks Related to the ADSs







Historically, our ADSs have traded
at a significant premium to the trading prices of our underlying equity shares. Currently, they do not do so and they may not
continue to do so in the future.











In the past, our ADSs have traded at
a premium to the trading prices of our underlying equity shares on the Indian stock exchanges. We believe that this price premium
has resulted from the relatively small portion of our market capitalization previously represented by ADSs, restrictions imposed
by Indian law on the conversion of equity shares into ADSs and an apparent preference of some investors to trade dollar-denominated
securities. We have completed three secondary ADS offerings which significantly increased the number of our outstanding ADSs. Also,
over time, the restrictions on the issuance of ADSs imposed by Indian law have been relaxed. As a result, our ADSs do not command
any premium currently and may not trade at a premium in the future.







In the past several years, a significant
number of our ADSs have been converted into equity shares in India as the premium on ADSs compared to equity shares has significantly
narrowed. If a substantial amount of our ADSs are converted into underlying equity shares in India, it could affect the liquidity
of such ADSs on the NYSE and could impact the price of our ADSs.



Sales of our equity shares may
adversely affect the prices of our equity shares and ADSs.



Sales of substantial amounts of our equity
shares, including sales by our insiders in the public market, or the perception that such sales may occur, could adversely affect
the prevailing market price of our equity shares or the ADSs or our ability to raise capital through an offering of our securities.
In the future, we may also sponsor the sale of shares currently held by some of our shareholders as we have done in the past, or
issue new shares. We can make no prediction as to the timing of any such sales or the effect, if any, that future sales of our
equity shares, or the availability of our equity shares for future sale, will have on the market price of our equity shares or
ADSs prevailing from time to time.



Negative media coverage and public
scrutiny may adversely affect the prices of our equity shares and ADSs.



Media coverage and public scrutiny of
our business practices, policies and actions has increased dramatically over the past several years, particularly through the use
of Internet forums and blogs. Any negative media coverage in relation to our business, regardless of the factual basis for the
assertions being made, may adversely impact our reputation. Responding to allegations made in the media may be time consuming and
could divert the time and attention of our senior management from our business. Any unfavorable publicity may also adversely impact
investor confidence and result in sales of our equity shares and ADSs, which may lead to a decline in the share price of our equity
shares and our ADSs.



Indian law imposes certain restrictions
that limit a holder’s ability to transfer the equity shares obtained upon conversion of ADSs and repatriate the proceeds
of such transfer which may cause our ADSs to trade at a premium or discount to the market price of our equity shares.



Under certain circumstances, the Reserve
Bank of India must approve the sale of equity shares underlying ADSs by a non-resident of India to a resident of India. The Reserve
Bank of India has given general permission to effect sales of existing shares or convertible debentures of an Indian company by
a resident to a non-resident, subject to certain conditions, including the price at which the shares may be sold. Additionally,
except under certain limited circumstances, if an investor seeks to convert the rupee proceeds from a sale of equity shares in
India into foreign currency and then repatriate that foreign currency from India, he or she will have to obtain Reserve Bank of
India approval for each such transaction. Required approval from the Reserve Bank of India or any other government agency may not
be obtained on terms favorable to a non-resident investor or at all.



An investor in our ADSs may not
be able to exercise pre-emptive rights for additional shares and may thereby suffer dilution of such investor’s equity interest
in us.



Under the Indian Companies Act
(as defined below), a company incorporated in India must offer its holders of equity shares pre-emptive rights to subscribe
and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any
new equity shares, unless such pre-emptive rights have been waived by three-fourths of the shareholders voting on the
resolution to waive such rights. Holders of ADSs may be unable to exercise pre-emptive rights for equity shares underlying
ADSs unless a registration statement under the Securities Act of 1933 as amended, or the Securities Act, is effective with
respect to such rights or an exemption from the registration requirements of the Securities Act is available. We are not
obligated to prepare and file such a registration statement and our decision to do so will depend on the costs and
potential liabilities associated with any such registration statement, as well as the perceived benefits of enabling the
holders of ADSs to exercise their pre-emptive rights, and any other factors we consider appropriate at the time. No assurance
can be given that we would file a registration statement under these circumstances. If we issue any such securities in the
future, such securities may be issued to the Depositary, which may sell such securities for the benefit of the holders of the
ADSs. There can be no assurance as to the value, if any, the Depositary would receive upon the sale of such securities. To
the extent that holders of ADSs are unable to exercise pre-emptive rights granted in respect of the equity shares represented
by their ADSs, their proportional interests in us would be reduced.



ADS holders may be restricted in
their ability to exercise voting rights.



At our request, the Depositary
will electronically mail to holders of our ADSs any notice of shareholders’ meeting received from us together with information
explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. If the Depositary
receives voting instructions from a holder of our ADSs in time, relating to matters that have been forwarded to such holder, it
will endeavor to vote the securities represented by such holder’s ADSs in accordance with such voting instructions. However,
the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms
of the securities on deposit. We cannot assure that holders of our ADSs will receive voting materials in time to enable such holders
to return voting instructions to the Depositary in a timely manner. Securities for which no voting instructions have been received
will not be voted. There may be other communications, notices or offerings that we only make to holders of our equity shares, which
will not be forwarded to holders of ADSs. Accordingly, holders of our ADSs may not be able to participate in all offerings, transactions
or votes that are made available to holders of our equity shares.

Item 4. Information on the Company



COMPANY OVERVIEW



Infosys provides technology, business
consulting, outsourcing and engineering services to help clients in over thirty countries.



Our comprehensive end-to-end business
solutions include:







| | · | Business IT services, comprising application
development and maintenance, independent validation services, infrastructure management, engineering services comprising product
engineering and life cycle solutions and business process management;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Consulting and systems integration services,
comprising consulting, enterprise solutions, systems integration and advanced technologies;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| | · | Products,
business platforms and solutions to accelerate intellectual property-led innovation, including Finacle,
our banking product, which offers solutions to address core banking, mobile banking and e-banking needs of retail, corporate and
universal banks worldwide;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Newer areas such as cloud computing
and enterprise mobility.                                                                                                                                                                                                                 



Our professionals deliver high
quality solutions through our Global Delivery Model. Using our Global Delivery Model, we divide projects into components that
we execute simultaneously at client sites and at our Development Centers in India and around the world. We optimize our cost structure
by maintaining the flexibility to execute project components where it is most cost effective. Our Global Delivery Model, with
its scalable infrastructure and ability to execute project components around the clock and across time zones, also enables us
to reduce project delivery times.



We have organized our
sales, marketing and business development departments into teams that focus on specific geographies and industries, enabling
us to better customize our service offerings to our clients’ needs. Our primary geographic markets are North America,
Europe, India and Rest of the World regions. We serve clients in financial services and insurance; manufacturing; energy,
communications and services; resources and utilities; retail, consumer packaged goods and logistics; life sciences
and healthcare and growth markets.





Our revenues grew from $4,804
million in fiscal 2010 to $8,249 million in fiscal 2014, representing a compound annualized growth rate of 14.5%. Our net
income grew from $1,313 million to $1,751 million during the same period, representing a compound annualized growth of 7.5%.
Between March 31, 2010 and March 31, 2014, our total employees grew from 113,796 to 160,405, representing a compound
annualized growth rate of 9.0%.



We believe we have some of the best talent
in the technology services industry, and we are committed to remaining among the industry’s leading employers.





We
were incorporated on July 2, 1981 in Maharashtra, India, as Infosys Consultants Private Limited, a private limited company under
the Indian Companies Act, 1956. We changed our name to Infosys Technologies Private Limited in April 1992, to Infosys Technologies
Limited in June 1992, when we became a public limited company. In June 2011, we changed our name from Infosys Technologies Limited
to Infosys Limited, following approval of the name change by our Board, shareholders and the Indian regulatory authorities. The
name change was intended to reflect our transition from a provider of technology services to a partner with our clients solving
business problems by leveraging technology.We
made an initial public offering of equity shares in in India in February 1993 and were listed on stock exchanges in India in June
1993. We completed ourinitial
public offering of ADSs in the United States in 1999. In August 2003, June 2005 and November 2006, we completed sponsored secondary
offerings of ADSs in the United States on behalf of our shareholders. Each of our 2005 and 2006 sponsored secondary offerings also
included a public offering without listing in Japan, or POWL. In 2008, we were selected as an original component member of 'The
Global Dow', a world-wide stock index made up of 150 leading blue-chip stocks. Following our voluntary delisting from the NASDAQ
Global Select Market on December 11, 2012, we began trading of our ADSs on the New York Stock Exchange (NYSE) on December 12, 2012,
under the ticker symbol INFY. On February 20, 2013, we also listed our ADSs on NYSE Euronext's (NYX) London and Paris markets,
under the ticker symbol INFY.







Infosys BPO Limited (Infosys BPO) is
our majority-owned and controlled subsidiary. Infosys Technologies (Australia) Pty. Ltd (Infosys Australia), Infosys Tecnologia
do Brazil Ltda (Infosys Brazil), Infosys Technologies (China) Co. Limited (Infosys China), Infosys Technologies S. de R. L. de
C.V (Infosys Mexico), Infosys Technologies (Sweden) AB (Infosys Sweden), Infosys Public Services, Inc. (Infosys Public Services),
Infosys Technologies (Shanghai) Co. Limited (Infosys Shanghai), Infosys Americas Inc. (Infosys Americas), Edgeverve Systems Limited
(Edgeverve) and Lodestone Holding AG (Infosys Lodestone) are our wholly-owned and controlled subsidiaries.





The address of our registered office
is Electronics City, Hosur Road, Bangalore-560 100, Karnataka, India. The telephone number of our registered office is +91-80-2852-0261.
Our agent for service of process in the United States is CT Corporation System, 1350 Treat Boulevard, Suite 100, Walnut Creek,
CA 94597-2152. Our website address is www.infosys.com and the information contained in our website does not constitute a
part of this Annual Report.



Principal Capital Expenditures and
Divestitures



In fiscal 2014, 2013 and 2012, we spent
$451 million, $382 million and $301 million, respectively, on capital expenditures. As of March 31, 2014, we had contractual commitments
of $227 million for capital expenditure. These commitments included $129 million in domestic purchases
and $98 million in imports and overseas commitments for hardware, supplies and services. All our capital expenditures were financed
out of cash generated from operations.



On October 7, 2011, the Board
of Directors of Infosys Consulting Inc., approved the termination and winding down of the entity, and entered into an assignment
and assumption agreement with Infosys Limited. The termination of Infosys Consulting Inc., became effective on January 12, 2012,
in accordance with the Texas Business Organizations Code. Effective January 12, 2012, the assets and liabilities of Infosys Consulting
Inc., were transferred to Infosys Limited.



The Hon’ble High Court of Karnataka
sanctioned the scheme of amalgamation of Infosys Consulting India Limited (ICIL) with Infosys Limited with an effective date of
August 23, 2013. Accordingly, all the assets and liabilities of ICIL were transferred to Infosys Limited on a going concern basis.
As ICIL was a wholly owned subsidiary of Infosys Limited, no shares have been allocated to the shareholders upon the scheme becoming
effective.





On January 4, 2012, Infosys BPO acquired
100% of the voting interests in Portland Group Pty Ltd a strategic sourcing and category management services provider based in Australia.
This business acquisition was conducted by entering into a share sale agreement for cash consideration of $41 million. Portland
Procurement Services Pty Ltd a wholly owned subsidiary of Portland Group Pty Ltd is currently under liquidation.



On October 22, 2012, we acquired 100%
of the voting interests in Lodestone Holding AG, a global management consultancy firm headquartered in Zurich, Switzerland. The
business acquisition was conducted by entering into a share purchase agreement for cash consideration of $219 million and additional
consideration of up to $112 million, which we refer to as deferred purchase price, payable to the selling shareholders of Lodestone
Holding AG who are continuously employed or otherwise engaged by us or our subsidiaries during the three year period following
the date of the acquisition.



On June 25,2013, a wholly
owned subsidiary, Infosys Americas Inc., was incorporated.



On February 14, 2014, a
wholly owned subsidiary Edgeverve Systems Limited was incorporated. Edgeverve was created to focus on developing and selling
products and platforms. On April 15, 2014, the Board of Directors of Infosys has authorized the Company to execute a Business
Transfer Agreement and related documents with Edgeverve, subject to securing the requisite approval from shareholders in the
ensuing Annual General Meeting scheduled on June 14, 2014.



INDUSTRY OVERVIEW



Changing economic and business conditions,
evolving consumer preferences, rapid technological innovation and globalization are creating an increasingly competitive market
environment. This is driving corporations to transform the manner in which they operate. Companies in this environment are now
focusing even more on their core business objectives, such as revenue growth, profitability and asset efficiency.



Technology has evolved from merely driving
cost efficiency to driving tangible business value. The ability to define, design, develop, implement and maintain advanced technology
platforms and business solutions to address business needs has become a competitive advantage and a priority for organizations
worldwide.





As a result, there is an increasing need
for highly skilled professionals in the market to help organizations transform their business, optimize operations and drive innovation
by leveraging technology. At the same time, enterprises are reluctant to expand their internal IT departments and increase fixed
costs. These factors have led to the increased reliance of organizations on their outsourcing providers which is expected to continue
to drive future growth for outsourced technology services in general and offshoring in particular.





The India Advantage





India is widely recognized as
the premier destination for offshore technology services. According to the NASSCOM press release issued in February 2014,  IT-BPM services
export revenues from India are expected to grow to $97-99 billion in fiscal 2015, a growth of 13-15% over fiscal 2014.
Domestic revenues are estimated to grow to 1,250 - 1,280
billion in fiscal 2015, which is a growth of 9-12% compared to fiscal 2014. There are several key factors contributing to the
growth of IT and IT-enabled services (ITES) in India and by Indian companies.





High
Quality Delivery.According to the Process Maturity Profile published by the CMMI Institute of Carnegie
Mellon University in September 2013, only 6.6% of 5944 most recently appraised ‘reporting organizations in organization
category’ are operating at Level 5, which is the highest level of the CMMI assessment. Out of 755
organizations appraised recently in India, 162 companies are at SEI-CMMI Level 5, higher than any other country in the world.
SEI is the Software Engineering Institute of Carnegie Mellon University, and CMMI is the Capability Maturity
Model Integration standard established by the CMMI Institute, which assesses the quality of organizations’
management system processes and methodologies.



Significant Cost Benefits.
The NASSCOM Strategic Review 2014 indicates that India offers the lowest cost of delivery as compared to other offshore locations,
with India being three to four times more cost effective than the United States.



Abundant Skilled Resources.India
has a large and highly skilled English-speaking labor pool. According to the NASSCOM Strategic Review 2014, the IT industry has
a workforce of 3.1 million and approximately 5.3 million students are expected to graduate from Indian universities in fiscal
2014, 20% of whom will have technical and post-graduate degrees.







The factors described above also make
India the premier destination for IT services and business process management. While these advantages apply to many companies with
offshore capabilities in India, we believe that there are additional factors critical to a successful, sustainable and scalable
outsourcing services business. These factors include the ability to:







| | · | effectively integrate onsite and offshore
execution capabilities to deliver seamless, scalable services;
| | - | --------------------------------------------------------------------------------------------------------

| | · | increase depth and breadth of service offerings
to provide a one-stop solution in an environment where enterprises are increasingly reducing the number of technology services
vendors they are using;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | develop and maintain knowledge of a broad
range of existing and emerging technologies;
| | - | --------------------------------------------------------------------------------------

| | · | demonstrate significant domain knowledge
to understand business processes and requirements;
| | - | -------------------------------------------------------------------------------------------

| | · | leverage in-house industry expertise to customize
business solutions for clients;
| | - | ---------------------------------------------------------------------------------

| | · | attract and retain high-quality technology
professionals; and
| | - | -------------------------------------------------------------

| | · | make strategic investments in human resources
and physical infrastructure or facilities throughout the business cycle.
| | - | ----------------------------------------------------------------------------------------------------------------------





Evolution of Technology Outsourcing



The nature of technology outsourcing
is changing. Historically, enterprises either outsourced their technology requirements entirely or on a standalone project-by-project
basis. In an environment of rapid technological change, globalization and regulatory changes, the complete outsourcing model is
often perceived to limit a company’s operational flexibility and not fully deliver potential cost savings and efficiency
benefits. Similarly, project-by-project outsourcing is also perceived to result in increased operational risk and coordination
costs and as failing to fully leverage technology service providers’ full ranges of capabilities. To address these issues,
companies are looking at outsourcing approaches that require their technology service providers to develop specialized systems,
processes and solutions along with cost-effective delivery capabilities.



OUR COMPETITIVE STRENGTHS



We believe our competitive strengths
include:



Leadership in Sophisticated Solutions
that Enable Clients to Deliver Improved Business Results in Addition to Optimizing the Efficiency of their Business.We
bring together our expertise in consulting, IT services and business process management to create solutions that allow our clients
to transform their businesses, optimize operations and drive innovation, thus making them more competitive in their markets. Our
suite of comprehensive, end-to-end business solutions that leverage technology enables us to offer services through our broad network
of relationships, increase our dialogue with key decision makers within each client, and increase the points of sale for new clients.
As a result, we believe we are able to capture a greater share of our clients’ budgets. Our suite of business solutions includes
business and technology consulting, enterprise solutions, systems integration, custom application development, application maintenance
and production support, infrastructure management, independent testing and validation, product engineering and lifecycle solutions,
business process management, software products, and business platforms and solutions.



Proven Global Delivery Model.We have a highly evolved Global Delivery Model, which enables us to take work to the location where the best talent is
available and to where it makes the best economic sense with the least amount of acceptable risk. Over the last thirty years,
we have developed our onsite and offshore execution capabilities to deliver high quality and scalable services. In doing so, we
have made substantial investments in our processes, infrastructure and systems and have refined our Global Delivery Model to effectively
integrate onsite and offshore technology services. Our Global Delivery Model provides clients with seamless, high quality solutions
in reduced timeframes, enabling our clients to achieve operating efficiencies. To address changing industry dynamics, we are continuously
refining our Global Delivery Model. Through our Modular Global Sourcing framework, we assist clients in segmenting their internal
business processes & applications and then outsourcing these segments selectively on a modular basis to reduce risk and cost
and to increase operational flexibility. We believe that this approach enables us to retain our leadership position in the industry.





Commitment to Quality and
Process Execution.Infosys Limited and Infosys BPO are certified for ISO 22301: 2012 Societal Security,
Business Continuity Management Systems standards. For example, in connection with a large project that we undertook for a
government organization in India, our efforts enabled the central processing center for income tax to be certified for ISO
15489 - Record Management System Standards, and was the first government organization so certified in Asia.





We continue to demonstrate process excellence
by adhering to various international quality standards certifications, including ISO 9001: 2008, ISO 27001, ISO 20000, AS EN 9100,
ISO 13485, TL 9000-SV, OHSAS 18001 and ISO 14001. We have also received an independent auditors assurance report on compliance
to ISAE 3402 / SSAE16 and a certification of compliance on PCIDSS V 2.0 for Infosys BPO.



Infosys McCamish has completed SOC 1
Type II Statement on SSAE 16. These certifications confirm that the delivery of operations and IT services for Infosys McCamish’s
clients is done under the highest standards for security and controls.



Strong Brand and Long-standing
Client Relationships.We have long-standing relationships with large multinational corporations and other organizations
that are built on successful prior engagements with them. Our track record of delivering high quality solutions across the entire
software life cycle and our strong domain expertise helps us to solidify these relationships and gain increased business from our
existing clients. As a result, we have a history of client retention and derive a substantial majority of revenues from repeat
clients.



Status as an ‘Employer of
Choice’.We believe we have some of the best talent in the Indian technology services industry and we are committed
to remaining among the industry’s leading employers. We have a presence in 13 cities in India, allowing us to recruit technology
professionals with specific geographic preferences. We also hire employees in geographies around the world where we have clients
and operations. Our diverse workforce includes employees of 98 nationalities. Our training programs ensure that new hires enhance
their skills in alignment with our requirements and are readily deployable upon completion of their training programs.



Ability to Scale.We have
successfully managed our growth by investing in infrastructure and by rapidly recruiting, training and deploying new professionals.
We have built our global talent pool by recruiting new students from premier universities, colleges and institutes in India and
through need-based hiring of project leaders and middle managers. Competence development of our workforce continues to be a key
area of strategic focus for us. In keeping with the changes in the use of technology in education, we enhanced our technology
lead training efforts in multiple areas. Globally, we currently have 93 Development Centers. These include multiple Development
Centers in India and Asia Pacific, the Americas and Europe. Our financial position allows us to make investments in infrastructure
and personnel required to continue growing our business. We can rapidly deploy resources and execute new projects through the
scalable network of our global delivery centers. Between March 31, 2010 and March 31, 2014, our total employees grew from 113,796
to 160,405.





Innovation and Leadership.
We are a pioneer in the technology services industry. We were one of the first Indian companies to achieve a number of significant
milestones, which has enhanced our reputation in the marketplace. For example, we were one of the first companies to develop and
deploy a global delivery model and attain SEI-CMMI Level 5 certification for both our offshore and onsite operations. In addition,
we were the first Indian company to be listed on a U.S. stock exchange, and we were also the first Indian company to complete a
POWL (Public Offer Without Listing) in Japan. In 2008, we were selected as an original component member of 'The Global Dow', a
worldwide stock index made up of 150 leading blue-chip stocks.



OUR STRATEGY



We seek to further strengthen our position
as a leading global consulting and outsourcing company by:



| | · | strengthening our strategic partnership with
our clients;
| | - | ---------------------------------------------------------

| | · | increasing our relevance to clients by being
able to work in the entire spectrum of their business; and
| | - | -------------------------------------------------------------------------------------------------------

| | · | delivering higher business value to clients
through the alignment of our structure and offerings to their business objectives.
| | - | ------------------------------------------------------------------------------------------------------------------------------

To achieve these goals, we seek
to:



Increase Business from Existing
and New Clients.Our goal is to build enduring relationships with both existing and new clients. With existing clients,
we aim to expand the nature and scope of our engagements by increasing the size and number of projects and extending the breadth
of our service offerings. For new clients, we seek to provide value-added solutions by leveraging our in-depth industry expertise
and expanding the breadth of services offered to them beyond those in the initial engagement. We also seek to increase our recurring
business with existing clients by providing product engineering, maintenance, infrastructure management and business process management
services which are long-term in nature and require frequent client contact. In order to further improve our business generation
capabilities, we have established a Strategic Global Sourcing Group, which is comprised of senior professionals, and seeks to identify,
secure and manage new, large and long-term client engagements.



Continue to Enhance our Engagement
Models and Offerings. We seek to continually enhance our portfolio of solutions as a means of developing and growing our
business. To differentiate our services, we focus on emerging trends, new technologies, specific industries and pervasive business
issues that confront our clients. In the changing world of today, many opportunities are closely linked with advances in IT. In
our endeavor to assist our clients in taking advantage of business and technological change, we have identified seven key drivers—digital
consumers, emerging economies, sustainable tomorrow, smarter organizations, new commerce, pervasive computing and healthcare economy.
We believe that realizing the full potential of these drivers is important for tomorrow’s enterprise to forge ahead of its
competition. We have aligned our offerings to enable our clients to take advantage of these trends. We have also extended our capability
into areas such as cloud computing and enterprise mobility.



Expand Geographically.We
seek to selectively expand our global presence to enhance our ability to serve clients. We plan to accomplish this by establishing
new sales and marketing offices, representative offices and Development Centers globally to expand our geographical reach. We
intend to further increase our presence in China through Infosys China and Infosys Shanghai, in the Czech Republic and Eastern
Europe directly and through Infosys BPO, in Australia directly and through Infosys BPO, in Latin America through Infosys Brazil
and Infosys Mexico and in Europe directly and through Infosys Lodestone. We intend to use our operations in these regions to eventually
support clients in the local market as well as our global clients.





Continue to Develop Deep Industry
Knowledge.We intend to continue to build specialized industry expertise in the financial services and insurance, manufacturing,
energy, utilities, communications and services, retail, consumer packaged goods, logistics, life sciences, healthcare and public
services industries. We combine deep industry knowledge with an understanding of our clients’ needs and technologies to provide
high value, quality services. Our industry expertise can be leveraged to assist clients throughout an industry, thereby improving
quality and reducing the cost of services to our clients. We will continue to build on our extensive industry expertise and we
plan to provide our services to new industries in the future.



Pursue Alliances and Strategic
Acquisitions.We intend to continue to develop alliances that complement our core competencies. Our alliance strategy is
targeted at partnering with leading technology providers, which allows us to take advantage of emerging technologies in a mutually
beneficial and cost-competitive manner. We also intend to selectively pursue acquisitions that augment our existing expertise,
client base or geographical presence. For example, in fiscal 2013, we completed the acquisition of Lodestone Holding AG, a global
management consultancy firm based in Switzerland. In fiscal 2012, we completed the acquisition of Portland Group Pty Ltd., a strategic
sourcing and procurement management services provider based in Australia.



Enhance Brand Visibility.Powered
by Intellect and Driven by Values, the Infosys brand continues be recognized globally. We expand our brand reach through
ongoing investments in event sponsorships, advertisements, and digital initiatives including social media conversations. Our
branding efforts include participation in media and industry analyst programs, investor relations, client events, recruitment
outreach and community programs. Each of these initiatives is designed to clearly articulate our brand promise – Building
Tomorrow’s Enterprise– and elevate our brand positionas the
right technology partner for our clients globally. We are regularly ranked by industry analysts as a leader in key services
and solutions across domains. We have instituted the ACM-Infosys Foundation Award jointly with the Association of
Computing Machinery (ACM), to recognize the finest recent innovations by young scientists and system developers in the
computing field. Additionally, the Infosys Science Foundation has instituted an annual award to honor outstanding
achievements of researchers and scientists across six categories: Engineering and Computer Sciences, Humanities, Life
Sciences, Mathematical Sciences, Physical Sciences and Social Sciences. We believe that a strongly differentiated and
recognizable brand will enhance our ability to grow business and attract global talent.



Continue to Invest in Infrastructure
and Employees. We intend to continue to invest in physical and technological infrastructure to support our growing worldwide
development and sales operations and to increase our productivity. To enhance our ability to hire and successfully deploy increasingly
greater numbers of technology professionals, we intend to continue investing in recruiting, training and maintaining a challenging
and rewarding work environment. During fiscal 2014, we received 911,220 employment applications, interviewed 45,955 applicants
and extended offers of employment to 33,225 applicants. These statistics do not include our subsidiaries.
We also have constructed an employee training facility, the Infosys Global Education Center, on our campus in Mysore, India to
further enhance our employee training capabilities.



OUR GLOBAL DELIVERY MODEL



Our Global Delivery Model allows us to
take work to the location where the best talent is available and to where it makes the best economic sense with the least amount
of acceptable risk. Our Global Delivery Model enables us to derive maximum benefit from:



| | · | access to our large pool of highly skilled
technology professionals;
| | - | --------------------------------------------------------------------

| | · | 24-hour execution capabilities across multiple
time zones;
| | - | ----------------------------------------------------------

| | · | the ability to accelerate delivery times
of large projects by simultaneously processing project components;
| | - | -----------------------------------------------------------------------------------------------------------

| | · | cost competitiveness across geographic regions;
| | - | -----------------------------------------------

| | · | built-in redundancy to ensure uninterrupted
services; and
| | - | ---------------------------------------------------------

| | · | a knowledge management system that enables
us to re-use solutions where appropriate.
| | - | ------------------------------------------------------------------------------------

In a typical offshore development
project, we assign a team of our technology professionals to visit a client’s site to determine the scope and requirements
of the project. Once the initial specifications of the project have been established, our project managers return to the relevant
Development Center to supervise a larger team of technology professionals dedicated to the development or implementation of the
solution. Typically, a small team remains at the client’s site to manage project coordination and address changes in requirements
as the project progresses. Teams return to the client’s site when necessary to ensure seamless integration. To the extent
required, a dedicated team provides ongoing maintenance from our Development Centers. The client’s systems are linked to
our facilities enabling simultaneous processing in our Development Centers. Our model ensures that project managers remain in
control of execution throughout the life of the project regardless of their geographical location.







We
have successfully executed projects at all of our Development Centers globally. We
have 93 Development Centers globally, of which 36 are located in India, 18 are in North and South America, 20 are in the Asia-Pacific
region and 19 are in Europe. Our largest Development Centers are located in India.  74.8 % of the total billed person-months
during fiscal 2014 originated from our Development Centers in India, with the balance efforts being rendered at client sites and
our Development Centers located outside India.





Our quality control processes and programs
are designed to minimize defects and ensure adherence to pre-determined project parameters. Additionally, software quality advisors
help individual teams establish appropriate processes for projects and adhere to multi-level testing plans. The project manager
is responsible for tracking metrics, including actual effort spent versus initial estimates, project budgeting and estimating the
remainder of efforts required on a project.





Our Global Delivery Model mitigates risks
associated with providing offshore technology services to our clients. For our communications needs, we use multiple service providers
and a mix of terrestrial and optical fiber links with alternate routing. In India, we rely on two telecommunications carriers to
provide high-speed links connecting our Development Centers. Internationally, we rely on multiple links on submarine cable paths
provided by various service providers to connect our Indian Development Centers with network hubs in other parts of the world.
Our significant investment in redundant infrastructure enables us to provide uninterrupted service to our clients.





MODULAR GLOBAL SOURCING



The nature of technology outsourcing
is changing. Historically, enterprises either outsourced their technology requirements entirely or on a standalone project-by-project
basis. The complete outsourcing model is perceived to be deficient as a result of:



| | · | the increased pace of technological change;
| | - | -------------------------------------------

| | · | continuous change in the business environment
due to globalization and deregulation;
| | - | ------------------------------------------------------------------------------------

| | · | the need to better manage risk in an evolving
regulatory environment;
| | - | ---------------------------------------------------------------------

| | · | the failure to deliver promised cost savings
and expected benefits; and
| | - | -----------------------------------------------------------------------

| | · | the changing role of technology from merely
improving operational efficiency to becoming an integral part of a corporation’s strategy.
| | - | --------------------------------------------------------------------------------------------------------------------------------------

Similarly, project-by-project
outsourcing is also perceived to have its deficiencies, resulting in increased operational risk and coordination costs, as well
as the failure to fully leverage service providers’ complete range of capabilities.



We have developed our Modular Global
Sourcing framework to address these issues and assist clients in evaluating and defining, on both a modular and an enterprise-wide
basis, the client’s business processes and applications that can be outsourced, and the capabilities required to effectively
deliver those processes and applications to the organization. We then assist the client in assessing whether a particular process,
application or infrastructure is best retained within the organization or is suitable for outsourcing based on various factors
including third-party capabilities, potential cost savings, risks to the organization and importance of the function. Thereafter,
we assist in sourcing decisions, the related risk assessments, transitioning, and program management and execution.



Our systematic approach to evaluating
an enterprise’s IT systems and business processes under the Modular Global Sourcing framework allows us to better align our
solutions to our clients’ business, operations and IT platforms. As a result, our clients are able to benefit from our Global
Delivery Model and potentially realize cost savings, enhanced efficiencies and competitive advantages, while retaining control
and flexibility. Modular Global Sourcing also positions us to offer the broadest range of services to the greatest number of clients
and to capture a greater share of our clients’ technology budgets.



ORGANIZATION RESTRUCTURING



We internally reorganized ourselves in
fiscal 2014, which we believe has:





| | · | Enabled us to strengthen our focus on growing
existing client relationships,       
| | - | -----------------------------------------------------------------------------------
| | · | Increased our market share through service
differentiation and operational agility.



We have identified
the following operating segments -





| | · | Financial Services
| | - | ------------------

| | · | Insurance
| | - | ---------

| | · | Manufacturing
| | - | -------------

| | · | Energy, Communications and services
| | - | -----------------------------------

| | · | Resource & utilities
| | - | --------------------

| | · | Retail, Consumer Packaged Goods and Logistics
| | - | ---------------------------------------------

| | · | Life Sciences and Healthcare
| | - | ----------------------------

| | · | Growth Markets
| | - | --------------









The operating segments have integrated
sales and delivery functions. The Growth Markets Unit was created to focus on APAC (excluding India) and MEA regions.





OUR SOLUTIONS



Infosys provides our clients with a full
range of business and technology services, comprised of the following service lines.



(1) Consulting and Systems integration



Consulting and systems
integration are comprised of the following service lines:



Management Consulting Services (MCS)





Infosys
Management Consulting Services (MCS) is built on a solid foundation of horizontal offerings to which we add specific domain
expertise relevant to the industries in which our clients operate. We help clients transform their businesses with innovative
strategies and solutions aligned to their specific industry, process, and organizational requirements. With this approach, we
are able to take on complex business and technology transformation initiatives to help our clients improve process and IT
efficiencies, increase agility, gain flexibility and reduce costs. MCS provides Strategy Consulting, Complex Program
Management expertise, Organization Change Management and Business Readiness / Training, Business Process Optimization,
ERP-enabled Business Transformation, and Value Realization Services. Our horizontal consulting capabilities are
organized by the following practices: Process Transformation, Organization Transformation and Learning Services, Information
Transformation and Digital Transformation.





SAP





The Infosys SAP practice provides
SAP services to help our clients transform their operations, streamline and standardize business processes to ensure
consistency across countries, consolidate platforms, and replace legacy systems with SAP applications. Our core SAP offerings
include end-to-end SAP-enabled Business Transformation, Package Evaluation, Package Implementation Services, Global
Deployments, Upgrades, Master Data Management, Business Intelligence and Analytics (BI/BOBJ/HANA), Integration, Mobility
Solutions, Enterprise Risk Management, Enterprise Performance Management, SAP Basis and Technology, and Production Support
and Maintenance Services. We have a strong focus on the latest SAP technologies and products, and also provide platform based
offerings to our clients. We also have expertise in industry-specific SAP solutions.





Oracle





The Infosys Oracle practice provides
end-to-end Oracle offerings to help transform our clients’ businesses and ERP landscape. Our focus is on Oracle implementation,
business transformation services, global rollouts, Application Development, Support and Maintenance offerings. We have deep expertise
across the Oracle products and platforms, including next generation offerings in Fusion Apps, Exa capabilities, and Oracle Cloud
Offerings in HCM and CRM. We have developed industry-specific Oracle solutions that have been implemented by our clients.
We have also made significant investments in delivering core Oracle technologies, which include establishing exclusive
Joint Innovation Centers & Centers of Excellence (CoEs) that are leveraged in our client engagements.





Advanced Technologies (ADT)





The
ADT group focuses on System Integrationoriented projects that require depth in smaller, specific off-the-shelf packages complemented by consultative capabilities.
ADT is organized into four main service lines: (1) Digital Customer Experience and Transformation, (2) Process Integration
(3) Enterprise Operations, and (4) Information Transformation.







Digital Customer Experience focuses
on Portals / Collaboration, Content Management, Search and Analytics, Online Commerce, Omnichannel Delivery and Digital
Marketing. Thetechnologies / products relevant to this area include IBM WebSphere Portal, Oracle Webcentre Suite, Oracle ATG,
OpenText, EMC, Adobe, and IBM Sterling.





Process Transformation includes services
and solutions that integrate business processes both internal and external to the enterprise to enable straight-through processing
and automation. BPM, business rules, SOA and API management comprises the service stack. Technologies include Tibco, Web Methods,
IBM MQ, Biz Talk, Pega etc.



Enterprise Operations focuses on solutions
that transform legacy enterprise solutions into nimble agile solutions in the areas of CRM, Billing, Supply Chain management and
Asset Management. The technologies / products relevant to this area include SalesForce.com, MS Dynamics, MS CRM, IBM Maximo, Kenan,
Amdocs, Oracle eBilling, & Manhattan Associates.



(2) Business IT Services



We work with clients worldwide to help
them run more efficient IT operations. We partner with clients in their journey towards unlocking greater efficiency from their
existing IT assets–systems, processes and infrastructure. We also partner with our clients to help them achieve sustained
operational superiority and leverage the gains to differentiate themselves in the marketplace.





One
of our primary objectives is to deliver best-in-class services ranging across application development, application
maintenance, third party testing and large scale IT infrastructure rationalization, as well as management and business
process outsourcing. These offerings are provided to clients across geographies and business segments, includingfinancial
services and insurance; manufacturing; energy, communications and services; resources and utilities; retail, consumer
packaged goods and logistics; life sciences and healthcare and growth markets.



These offerings
are provided across legacy custom applications to enterprise packages to more specific competencies such as mobility, analytics,
digital commerce, digital marketing and cloud computing.





We complement the breadth of our expertise
with industry expertise to deliver these best-in-class services. Our service delivery also leverages the expertise of our various
CoEs and Infosys Labs, our research arm, to create differentiated capabilities in our offerings. We also seek to ensure the integrity
of our service delivery by utilizing a scalable and secure infrastructure.



We typically assume full project management
responsibility in each of our solution offerings. We adhere to our SEI-CMMI Level 5 internal quality and project management processes.
Our project delivery focus is supplemented by our knowledge management system that enables us to leverage existing solutions across
our company, and, where appropriate, to develop in-house tools for project management and software life-cycle support. We believe
that these processes, methodologies, knowledge management systems and tools help deliver cost-effective solutions to clients, mitigate
project-related risks, enhance the quality of our offerings and allow our clients to improve the time-to-market for their solutions.



Custom Software Application Development



We develop customized software solutions
for our clients. These solutions are often delivered as projects that leverage a combination of our technical capabilities, domain
understanding, consultative capabilities, IP assets and methodologies. We aim to provide high-quality solutions that are secure,
easy-to-deploy and modular so as to facilitate enhancements and extensions. Our proprietary methodologies also allow our software
applications to integrate stringent security measures throughout the software development lifecycle.



We create new applications or enhance
the functionalities of our clients’ existing software applications. Our projects vary in size and duration. Each project
typically involves all aspects of the software development process including defining requirements, designing, prototyping, programming
and module integration, user acceptance testing, user training, installation and maintenance and support of these systems. In recent
years, we have witnessed the increasing need of our clients to reach the market quickly with their innovative ideas. Hence, the
applications that enable these ideas need to be developed at a faster speed as well. Agile methodology is one of the mechanisms
to achieve this result. Infosys Global Agile practices and Infosys Virtual scrum (distributed agile project execution platform)
solution embody the best practices developed from more than 500 projects. It helps clients to leverage benefits of globally distributed
teams while retaining all advantages of co-located Agile. Moreover, the service virtualization and continuous delivery frameworks
ensure that not just the development but the delivery of IT solution embraces agility which is the ultimate goal of our clients.



We perform system design and software
coding and run pilots primarily at our  Development Centers, while activities relating to the defining of requirements, transition
planning, user training, user acceptance testing and deployment are performed at the client’s site. Our application development
services span the entire range of mainframe, client server, Internet and mobile technologies. We leverage various methodologies
to develop these software solutions.



Maintenance and Production Support
Services



Our maintenance and production support
services help clients improve the availability of their applications portfolio and reduce cost of maintenance. These services also
provide clients with insights into their application portfolio and help them optimize the value of that portfolio and manage the
risks associated with it. We take a proactive approach to software maintenance and production support, by focusing on long-term
functionality, stability and preventive maintenance to avoid problems that typically arise from incomplete or short-term solutions.
The practice focus on Application Services has been deepened and it engages constantly with the CoE to pioneer next-generation
enhanced maintenance services that enable our clients to reduce lights-on operational spends and focus on strategic transformation.
This approach is coupled with stringent quality control processes and global shared services centers. We have also invested in
knowledge management and internal development of software processes and tools to increase automation of our delivery systems and
thereby enhance productivity.



With the maturity of IT applications,
critical business flows inside client organizations rely on the integration of applications and the infrastructure across providers.
There is a need for faster and effective resolutions so as to potentially prevent outages. Contrary to this need, siloed monitoring
is usually the norm when things fail and there is often a sense of poor IT reliability. Infosys believes that a proactive monitoring
of business events, through data triggers and non-intrusive means across the IT landscape, can ensure better preparedness of IT
service desk and operations to critical and key business events. In our managed services offerings, we are investing in IP and
ideas to help clients achieve these objectives.



Independent Validation Solutions



We offer end-to-end validation solutions,
specialized testing services, such as services oriented architecture (SOA) testing, data warehouse testing, package testing, test
consulting and other testing services, to clients across various industry verticals. Also, in response to changing market and client
demands, we have introduced new service offerings such as cloud testing, infrastructure testing, test environment management, agile
testing and security testing. Our quality assurance solutions are aimed at building high reliability and predictability in our
client technology systems, keeping in mind the time to market and optimization constraints.



We have invested internally in
developing technology based solutions for test life cycle automation, non-functional testing and vertical specific testing
solutions. We have also built alliances with leading test tool vendors such as Hewlett-Packard Company (HP), International
Business Machines Corp. (IBM), Microsoft Corporation, CA, Inc., Parasoft Corporation, Micro Focus International plc,
Compuware Corporation and TestPlant Ltd. and are involved in building joint solutions with some of these alliance partners.
These testing solutions facilitate high reliability in our client applications and products while enabling us to deliver such
solutions cost-effectively and with reduced time-to-market. Our dedicated testing professionals are trained at an in-house
testing academy along various dimensions including industry domains, technology, quality processes, testing methodologies and
project management.



Our engagements span multiple geographies
across business lines of our clients. We provide a broad range of services, including independent testing, maintenance testing,
package testing for implementations, upgrades and roll outs, functional automation, performance testing, test process maturity
assessment, Test Center of Excellence (TCoE) design and implementation, quality assurance transformation, and user acceptance testing.
We provide these offerings through a “Managed Testing Services” model with centers of specialization for test automation,
performance testing, data warehouse testing, SOA testing, test data management, infrastructure testing and user acceptance testing.
With our managed testing services model and our test consulting services, we have played a key role in transforming the client’s
testing organization leading to continuous improvement in quality at reduced costs.



Infrastructure Management
Services

We have an innovation-led approach to
optimize Infrastructure Services and Assets across the lifecycle (Build, Manage and Transform) for our clients’ evolving
business needs. In line with our clients’ expectations to meet agility and service efficiency goals and deliver IT Infrastructure
“as a service”, we have aligned ourselves to deliver cost-effective and reliable end-to-end services across enterprise
IT datacenter, private and public cloud fabric-based IT Infrastructure. We have numerous innovative solutions such as differentiated
managed services for remote infrastructure management (RIM) to solutions for optimized utilization of production and non-production
environments as well as solutions for the accelerated adoption of hybrid cloud IT infrastructures.



More and more clients are benchmarking
their internal IT infrastructure services on performance, cost, agility and reliability vis-à-vis the use of a private and
public cloud infrastructure. With the launch of our unique and comprehensive service brokerage solution, Cloud Ecosystem Hub, we
are helping clients introduce controlled contestability in their IT infrastructure eco-system while maintaining a single management
and orchestration layer. In partnership with leading technology products and cloud solution providers, we have created an inter-operable
model for ensuring high quality of services and reducing costs.



Our remote infrastructure service offerings
and solutions bring transparency, accountability and industry leading service efficiency in managing both traditional IT and cloud
based IT Infrastructure services. Our differentiated managed services for hybrid IT infrastructure leverages automation and operational
analytics to run IT infrastructure as a business for clients. We have made significant investment to drive industrialization of
IT Infrastructure services. We are working with several marquee clients to deliver on-premises and hybrid “Infrastructure-as-a-Service”
and “Platform-as-a-Service” offerings, thereby significantly reducing compliance and risk exposure while adopting emerging
technologies to drive asset and service efficiency gains.



Engineering Services



We provide engineering solutions to support
our clients across the product lifecycle of their offerings, from product ideation and creation to sustenance and end-of-life management.
The practice features deep core and emerging engineering skills, along with manufacturing and supply chain expertise that ranges
from embedded firmware to composite material design. We also specialize in software product development across multiple industries
enabling our clients to further differentiate their offerings.





We have over 20 years of experience
in engineering services, serving clients in the Fortune Global 500 in multiple industries. We utilize our Global Delivery Model
to design, build, execute and manage complex projects requiring integration of engineering services with IT and BPO. Offerings
include mechanical systems involving the design and rendering of aircraft and automotive subsystems; electronic products and systems
involving the design, development and lifecycle management of platforms, applications, firmware and operating systems for products
ranging from connected car and home automation solutions to wearable medical devices, with evolving focus on the internet of things
(IoT), including connectivity, data analytics and predictive maintenance solutions; communications engineering including media
services, network engineering, and contact center technologies; software product development services (SPDS) incorporating
new technologies for product differentiation across industry sectors; engineering solutions that include the implementation, systems
integration and solution development of product lifecycle management (PLM), plant automation and control services (PACS), point-of-sale
(POS) packages, knowledge based engineering (KBE) solutions; and consulting involving IP-led engagements in the areas of process
reengineering and value engineering.





Business Process Management





We offer business process management
services through Infosys BPO. Infosys BPO enables clients to outsource several critical business processes that relate to specific
industry verticals and functional horizontals.



Infosys BPO’s industry-specific
service offerings include the following:





| | · | Banking,
                                                                                                                           Financial
                                                                                                                           Services –
                                                                                                                           Services
                                                                                                                           in
                                                                                                                           Cards,
                                                                                                                           Deposits
                                                                                                                           and
                                                                                                                           Payments,
                                                                                                                           Lending,
                                                                                                                           Mortgage,
                                                                                                                           Wealth
                                                                                                                           Management,
                                                                                                                           Asset
                                                                                                                           Management,
                                                                                                                           General
                                                                                                                           Risk
                                                                                                                           &
                                                                                                                           Compliance,
                                                                                                                           Investment
                                                                                                                           Banking
                                                                                                                           / Broker
                                                                                                                           Dealer
                                                                                                                           Operations;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Insurance Services – New Business fulfillment, Pensions and Annuities, Policy Maintenance,
                                                                                                                                                                                                                   Claims Administration, Reinsurance Finance and Accounting, Underwriting, Actuarial Services, Property and Casualty Services ,
                                                                                                                                                                                                                   Life Insurance Services and Statutory Reporting Services;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | · | Manufacturing – Manufacturing Reporting & Performance Management, Central
Planning, Engineering Application Support, Manufacturing Operations Support, Product Creation Support Solutions, Technical
Authoring and Publication, Web Content Management, Asset Management, Engineering Process Support;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Energy, Utilities and Services – Services in Asset Data Enrichment, Upstream Document Management, Well File Digitization,
Energy Trading and Data Management, Enterprise Asset Management, Smart Meter Support, Advertising and Circulation Accounting,
Content management, Digital supply chain management;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Communications – services in Order Fulfillment, Service Assurance, Fraud
                                                                                                   Management, Network Cost Optimization, Billing and Revenue Assurance, Data Cleansing and Validation Services,
                                                                                                   Telecom-specific analytic offerings, and technology-led point solutions;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Media and
                                                                                                   Entertainment – services in IP and Licensing management, Meta Data Tagging / Video Search, Royalties Management,
                                                                                                   Social                                                                                                    Media Command
                                                                                                   Center and Video on the cloud;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Retail,
                                                                                                   Consumer Packaged Goods and
                                                                                                   Logistics- services in Invoice
                                                                                                   Verification, Logistics and
                                                                                                   Transportation, Master Data
                                                                                                   Management, Merchandise Planning
                                                                                                   and Execution, Promotions and
                                                                                                   Campaign, Reporting and Analytics
                                                                                                   Providing Insights, Store Operations
                                                                                                   Solution, Supply Chain Solution
                                                                                                   and Trade Promotions Management;
                                                                                                   and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Life Sciences and Healthcare – services in Plan Set Up and Support, Enrollment and
                                                                     Policy Administration, Claims Management, Patient Care Management, Provider Network Management, Patient Eligibility
                                                                     Management, Registrations / Authorizations / Billing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



The function-specific service
offerings of Infosys BPO include the following:





| | · | Customer Service – Billing Support, Collections Support, Retention, Sales Support, Social Media
Technical Application and Product Support;                                                                                                                                                                                                     
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Finance and Accounting – Procure to Pay , Order to cash, Record to Report, Enterprise reporting, Analysis and
    planning including tax and compliance support ;                                                                                                                                                                              
| | · | HR Outsourcing – Payroll Processing, Benefits
    Administration,     Learning and Development, Payroll, HR Helpdesk, Recruitment and Staffing Services, and Workforce
    Administration;                                                                                                                                                     
| | · | Legal Process Outsourcing – contract management services and solutions, ESI Processing - Litigation Support
    Services, Information Management Services, Intellectual Property, Legal Research, Managed Review - Litigation Support
    Services;                                                                                            
| | · | Sales and Fulfillment Operations – Customer Data Management,
    Account Planning, Order Administration, Customer Advocacy, Returns Management, Warranty Management, Demand Forecasting, Material
    and Inventory Management, and Reverse Logistics;                                                                                         
| | · | Sourcing and Procurement – Analyze-to-Contract services,
    Purchase-to-Pay     services, Sourcing, Category Management, transactional Procurement, Performance and Compliance
    Management, Transformation     and Point Solutions, Platform Services and Solutions in Strategic Sourcing provided by
    Portland, Infosys BPO subsidiary;
| | · | Operational Analytics – Our operational analytics services include services in Sourcing & Procurement, Sales and
    Fulfillment, Finance & Accounting, Financial Services, Human Resource, Customer Service, Retail CPG and Energy Utility
    and Services Domain;                                                                           
| | · | Transformation Solutions Group – Infosys BPO provide solutions for Process Optimization, Process Re-engineering
    and Data Analytics including solutions in Robotics; and                                                                                                                                                                    
| | · | Business Transformation Services – Our business transformation services include consulting across our horizontal and vertical
specific offerings.                                                                                                                                                                                              



(3) Products, Platforms and
Solutions





Our products, platforms and solutions
are geared to drive innovation-led growth for our clients. They cater to next generation market needs driven by global trends,
including digital consumers, digital marketing, emerging economies, distributive trade and enterprise buying. Our offerings leverage
the latest technologies in the areas of cloud computing, mobility, big data, rich media (this means leveraging image and video
heavy media which is different from the regular as it requires more bandwidth and better technology to transmit) and social (this
means leveraging social media technologies that enhance engagement and experience). In some cases, by combining our products with
those from our partners, cloud-based hosting and platform operations, we help clients accelerate the business outcomes they seek.



All of our products, platforms and solutions
are branded under the Infosys EdgeTM umbrella.



We define, develop and license innovative
software products and cloud-hosted business platforms that are designed to deliver measurable business value. Infosys Edge offerings
can be used as standalone, customized or as building blocks in a larger enterprise application. They drive a business model that
encompasses larger service engagements around the product license. We are investing in both industry-specific and cross-industry
products.



For example, Infosys TradeEdge is an
insights-driven sales platform for global brands to accelerate profitable growth in emerging markets and has been designed from
the ground up to serve the unique requirements of emerging markets. It enables businesses to understand markets better, reach customers
faster and drive costs lower. Infosys AssistEdge provides an integrated customer service experience across channels, transforming
contact centers from issue resolution centers to revenue generating units. Infosys BigDataEdge empowers IT and business teams to
quickly discover, analyze and act on information, both structured and unstructured, to drive business decisions.



Our suite of business platforms drives
deeper engagement with digital consumers, builds smarter organizations and addresses the needs of emerging markets. Our offerings
are powered by best-in-class domain expertise, IP and cloud computing. Our focus is on delivering guaranteed business outcomes
that impact either our client’s top-line or bottom-line. We host, operate and manage these business platforms on a subscription-based
pricing model, providing our clients with rapid time-to-value.



For example, Infosys BrandEdge, our digital
marketing platform, helps enterprises build digital assets, listen to customers and prospects on the web, understand and interpret
what it means and then meaningfully engage with them. This proprietary framework is called BLUE referring to Build, Listen, Understand
and Engage – the core functionalities of the platform. Infosys CommerceEdge, our ecommerce and social commerce platform,
drives multi-channel commerce by enhancing consumer experience, driving traffic and increasing order value. Infosys ProcureEdge,
our end-to-end source-to-pay platform, helps enterprises realize rapid and sustainable savings across their source-to-pay lifecycle.
Infosys WalletEdge, our mobile commerce and payments platform, enables a financial ecosystem of consumers, merchants, telecoms,
banks, governments and enterprises, to tap the potential of mobile commerce.



Our Edge suite of products has received
industry recognition, winning the NASSCOM Business Innovation Award in 2014 for the second time in a row.



Our other industry platforms include
McCamish Systems’ proprietary Variable Product Administration Systems (VPAS), Producer Management and Compensation System
(PMACS) platforms which provide innovative solutions to the insurance and financial services industries.



Each of our solutions addresses a specific
business opportunity or a challenge, often domain-specific. Our solutions are early instances of a future product or platform and
are typically co-created with clients. We are investing significantly in solutions in the areas of cloud, enterprise mobility and
sustainability.





Banking Software Products





Infosys Finacle partners with
banks to “simplify” banking. Our solutions address the core banking, e-banking, mobile banking, CRM, payments, treasury,
origination, liquidity management, wealth management and Islamic banking requirements of retail, corporate and universal banks
worldwide.



In 2013, Infosys was positioned
as a leader in Gartner’s International Retail Core Banking report for the seventh time in a row for its Finacle core banking
solution. Finacle 11E is the latest release of the award-winning Finacle universal banking solution. It is an advanced universal
banking solution that simplifies banking. The solution’s componentized deployment offers banks extreme agility to progressively
modernize and meet business priorities, thus helping them realize modernization benefits faster.



As of March 31, 2014, Finacle is the
choice of 183 banks across 84 countries and powers operations across 56,000 branches and enables its customer banks to serve over
599 million accounts and 437 million customers worldwide.







(4)New Services





Cloud and IT Transformation



Our vision is to deliver a trusted cloud
ecosystem for our clients. Our proposition is to be a cloud ecosystem integrator for our clients where we assume responsibility
for the entire lifecycle of our client’s cloud initiative and IT transformation, backed by our best-in-class partner ecosystem
and industry-leading solutions. We take complete ownership of our clients’ IT transformation and cloud adoption process to
give them the convenience of a single point of accountability. Our IT transformation services include cloud-based transformation,
Big Data and workplace transformation.





We have invested in developing our own
IP to power our cloud ecosystem integrator promise well ahead of the market.





| | · | The Infosys Cloud Ecosystem Hub is the first
solution that effectively helps enterprises build, manage and govern a unified hybrid cloud environment. The solution enables rapid
creation, adoption and governance of cloud services across the ecosystem. The Unified Services Catalog, together with the Smart
Brokerage capabilities, provides an enterprise-wide collaborative decision support mechanism to accelerate assessment and deployment
of best-in-class cloud infrastructure, platforms and applications.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Infosys BigDataEdge is a data platform for
empowering both technology and businesses to rapidly develop and act on industry-specific insights. It helps clients build an augmented
warehouse and generate insights from structured and unstructured sources of data. The solution helps clients generate faster insights
and action decisions.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Enterprise Mobility





Most enterprises today are leveraging
mobility, social media and cloud computing to redefine the way they do business in the new digital world. The Enterprise Mobility
Practice at Infosys plays a pivotal role in enabling digital transformation for our clients across industries. We provide comprehensive
enterprise mobility services and solutions to our clients to help them use Mobility as a strategic business differentiator. We
accelerate the deployment of mobility driven solutions with our IP, pre-built micro-apps, tools and accelerators, and agile methodologies.
We deliver a range of consulting services, business solutions, technology solutions and services to our clients. Our solutions
such as our Mobile Point of Sale (MPOS) and guided sales provide ready-made solutions to mobile challenges in an industry. All
our solutions are delivered in multi-device and multi-platform environments.





We have also invested heavily
in building technology capabilities as well as complementary alliances. We have CoEs in several leading mobile platforms for development
of tools and accelerators. Our alliances and partnerships with strategic players in the enterprise mobility ecosystem help Infosys
deliver a comprehensive mobility experience to our clients.





OUR CLIENTS





We market our services to large enterprises
throughout the globe. We have a strong market presence in North America, Europe and Asia Pacific. We are also currently building
a strong presence in South America and Africa.



Our revenues for the last three fiscal
years by geographic area are as follows:



|                  | Fiscal
|----------------- | ------
|                  | 2014  
|North America     | 60.7% 
|Europe            | 24.4% 
|India             | 2.6%  
|Rest of the World | 12.3% 
|Total             | 100.0%





Our revenues for the last three fiscal years by business segment were as follows:





|                                                         | Fiscal
|-------------------------------------------------------- | ------
|                                                         | 2014  
|Financial Services and Insurance (FSI)                   | 29.3% 
|Manufacturing (MFG)                                      | 21.6% 
|Energy & utilities, Communication and Services
    (ECS) | 15.8% 
|Retail, Consumer packaged goods and Logistics (RCL)      | 16.7% 
|Life Sciences and Healthcare (LSH)                       | 6.8%  
|Growth Markets (GMU)                                     | 9.8%  



For fiscal 2014, 2013 and 2012
our largest client contributed 3.8%, 3.8% and 4.3%, respectively, of our total revenues.



The volume of work we perform for specific
clients varies from year to year based on the nature of the assignments we have with our clients. Thus, a major client in one year
may not provide the same level of revenues in a subsequent year. However, in any given year, a limited number of clients tend to
contribute a significant portion of our revenues.



Sales and Marketing Strategy &
Operations



Our sales and marketing strategy is focused on articulating and demonstrating the enhanced business value
that we deliver to our clients by leveraging our consulting, technology, software engineering, IT services outsourcing, and business
process outsourcing capabilities.





The Infosys tagline “Powered by Intellect. Driven by Values” and the Infosys campaign theme “Building
Tomorrow’s Enterprise” embody our unique brand differentiation. These capture the core foundation of the company’s
efforts in transforming the business and accelerating innovation for our clients. These permeate all aspects of our interactions
with stakeholders including employees, clients, prospects, media and analysts.







Our sales and go-to-market strategy,
is founded on a deep understanding of client industry sectors. We leverage our domain-based consulting capabilities to partner
with clients and propose solutions that deliver tangible business outcomes for them. Our products and platforms and technology
alliance ecosystem are key ingredients in bringing these best-in-class technology solutions to life. Our IT project execution skills
enable clients to build and run their technology and business operations efficiently and reliably. By leveraging our Global Delivery
Model, for managed services and outsourcing, we deliver software, software-enabled services and certified software development
processes that empower our clients to achieve never-before efficiencies.





To execute our sales strategy, we have
spread our global sales and marketing operations across different parts of the world. We market our solutions and services from
73 sales and marketing offices located in 33 countries. As of March 31, 2014, we had 1,285 sales and marketing employees. Our sales
and marketing team has adopted the following strategies:



Conceptualize sales strategies
specific to markets, industry sectors and clients. We use a cross-functional, integrated approach in which our sales personnel,
client account managers, project managers and business consultants analyze projects and collaboratively develop strategies to sell
our solutions to potential clients;



Attract and capture new client
relationships. We seek to win new business from targeted prospects around the globe, a significant portion of which are
Forbes Global 2000 companies. We attract new prospects as a result of our growing worldwide brand and presence, through networking
by our field sales teams, a defined industry alliances program, participation in media and industry analyst events, sponsorship
of, and participation in, targeted industry conferences, trade shows, recruiting efforts, community outreach and investor relations;



Expand presence in underpenetrated
markets. We seek to accelerate sales growth in emerging economies, newer industry segments and new technology areas through
focused regional or sub-sector sales teams;



Grow existing client relationships.We seek to expand the nature and scope of our existing client engagements by extending the breadth and volume of services offered.
During fiscal 2014, 2013 and 2012, 97.7%, 97.8% and 97.8% of our revenues came as repeat business from existing clients, respectively.
Our onsite project and account managers proactively identify client needs and work with our sales team to structure solutions to
address those needs. In addition, we undertake specific initiatives that strengthen client loyalty and trust. These include, but
are not limited to, frequent meetings between our project teams and client personnel, visits by clients to our campuses and executive
sponsorship to provide the requisite governance and oversight to relationships; and



Enable the effectiveness of our
sales teams.We equip our sales teams with decision making systems and metrics. We frequently assess and initiate improvements
to our sales process framework. We conduct training and assessment programs to enable our sales force with appropriate sales methods
and techniques. We design and deploy sales performance management and incentive systems with an emphasis on meritocracy.



COMPETITION



We operate in a highly competitive and
rapidly changing market and compete with:



| | · | consulting firms such as Accenture Limited,
Atos Origin S.A., Cap Gemini S.A. and Deloitte Consulting LLP;
| | - | ----------------------------------------------------------------------------------------------------------

| | · | divisions of large multinational technology
firms such as Hewlett-Packard Company and IBM Corporation;
| | - | ------------------------------------------------------------------------------------------------------

| | · | IT outsourcing firms such as Computer Sciences
Corporation and Dell Perot Systems;
| | - | ----------------------------------------------------------------------------------

| | · | offshore technology
                                                                                                   services firms such as Cognizant Technology Solutions Corporation, Tata Consultancy Services Limited,  Wipro Technologies
                                                                                                   Limited and HCL Technologies Limited;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | software firms such as Oracle Corporation
and SAP A.G.;
| | - | -------------------------------------------------------

| | · | business process outsourcing firms such as
Genpact Limited, Exl Service Holdings and WNS Global Services;
| | - | ---------------------------------------------------------------------------------------------------------

| | · | in-house IT departments of large corporations;
and
| | - | --------------------------------------------------

| | · | Specialty Platform and SaaS companies.
| | - | --------------------------------------



For larger projects, we typically compete
with other technology services providers in response to requests for proposals. Clients often cite our Global Delivery Model, comprehensive
end-to-end solutions, ability to scale, superior quality and process execution, industry expertise, experienced management team,
talented professionals, track record and competitive pricing as reasons for awarding us contracts.



In  future, we expect intensified competition
from some of the firms above, and may also experience competition from new competitors. In particular, we expect increased competition
from firms that strengthen their offshore presence in India or other low-cost locations and from firms in market segments that
we have recently entered.



We understand that price alone cannot
constitute a sustainable competitive advantage. We believe that the principal competitive factors in our business are:



| | · | the ability to attract and retain high-quality
management, technology professionals, and sales personnel;
| | - | ---------------------------------------------------------------------------------------------------------

| | · | the ability to articulate and demonstrate
long-term value to potential customers;
| | - | ---------------------------------------------------------------------------------

| | · | the ability to effectively integrate onsite
and offshore execution capabilities to deliver high quality, seamless, scalable, cost-effective services
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the ability to increase the scale and breadth
of service offerings to provide one-stop solutions for customer needs;
| | - | --------------------------------------------------------------------------------------------------------------------

| | · | the ability to keep pace with ever-changing
technology and customer requirements;
| | - | ---------------------------------------------------------------------------------

| | · | a strong and well-recognized brand;
| | - | -----------------------------------

| | · | a proven track record of performance excellence
and customer satisfaction;
| | - | --------------------------------------------------------------------------

| | · | the financial strength to be able to invest
in personnel and infrastructure to support the evolving demands of customers; and
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | · | high ethical and corporate governance standards
to ensure honest and professional business practices and protect the reputation of the company and its customers.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe we compete favorably with
respect to these factors.



HUMAN CAPITAL



Our professionals are our most
important assets. We believe that the quality and level of service that our professionals deliver are among the highest in
the global technology services industry. We are committed to remaining among the industry’s leading employers.



As of March 31, 2014, we employed 160,405
employees, of which 151,059 are software professionals, including trainees. During fiscal 2014, we recorded 3,717 new hires,
net of attrition. Our culture and reputation as a leader in the technology services industry enables us to recruit and retain some
of the best available talent in India.



We have built our global
talent pool by recruiting new students from premier universities, colleges and institutes in India and through need-based
hiring of project leaders and middle managers across the globe. We recruit students who have consistently shown high levels
of achievement from campuses in India. We also selectively recruit students from campuses in the United States, the United
Kingdom, Australia and China. We rely on a rigorous selection process involving  aptitude tests and interviews to identify
the best applicants. This selection process is continually assessed and refined based on the performance tracking of
past recruits.





During fiscal 2014, we received 911,220
employment applications, interviewed 45,955 applicants and extended offers of employment to 33,225 applicants.







Education, Training and Assessment









Competency development continues to be
a key area of strategic focus for us. We launched new programs for our employees in keeping with the changes in the use of technology
in education. We enhanced our technology led training efforts in multiple areas. With over 637 videos on various topics and many
multimedia artifacts for learning, we now have a rich repository of technology assisted learning.







During fiscal 2014, the total training
provided for employees was over 2.33 million person days. Many of our employees also took external certifications creating a large
pool of certified people.







Our flagship industry-academia
partnership program, Campus Connect, made significant progress through the launch of electives to help engineering colleges
run new programs within their curricula. This has been very well received by the academia. During fiscal 2014, we engaged
with 1,476 faculty members who in turn trained over 41,000 students. With this, the total number of beneficiaries covered are
over 10,446 faculty members and over 292,000 students from 372 engineering institutions.







Our knowledge management program showcased
our thought leadership by winning the Global Most Acknowledged Knowledge Enterprise (MAKE) award for the ninth time, winning Asian
Most Admired Knowledge Enterprise (MAKE) Award for the eleventh time, winning Indian Most Admired Knowledge Enterprise (MAKE) Award
for the ninth time.



Infosys is a winner in the American Society
for Training & Development’s (ASTD) 2013 BEST Awards program.







Compensation



Our technology professionals receive
competitive salaries and benefits. We have a performance-linked compensation program that links compensation to individual performance,
as well as our company performance.



INTELLECTUAL PROPERTY





Our intellectual property rights are
critical to our business. We rely on a combination of patent, copyright, trademark and design laws, trade secrets, confidentiality
procedures and contractual provisions to protect our intellectual property. We currently have 153 patents issued by the United
States Patent and Trademark Office, 1 patent issued by Australian Patent Office and 3 patents issued by the Luxembourg Patent Office.
An aggregate of 541 unique patent applications are pending under various stages of prosecution. We have 29 trademarks registered
across classes identified for various goods and services in India and in other countries. We require employees, independent contractors
and whenever possible, vendors to enter into confidentiality agreements upon the commencement of their relationships with us. These
agreements generally provide that any confidential or proprietary information developed by us or on our behalf be kept confidential.
These agreements also provide that any confidential or proprietary information disclosed to third parties in the course of our
business be kept confidential by such third parties. However, our clients usually own the intellectual property in the software
we develop for them.





Our efforts to protect our
intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate our
products and / or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary
information. In addition, the laws of India do not protect intellectual property rights to the same extent as laws in the
United States. In the future, litigation may be necessary to enforce our intellectual property rights or to determine the
validity and scope of the proprietary rights of others. Any such litigation could be time-consuming and expensive.



We could be subject to intellectual property
infringement claims as the number of our competitors grows and our product or service offerings overlap with competitive offerings.
In addition, we may become subject to such claims since we may not always be able to verify the intellectual property rights of
third parties from whom we license a variety of technologies. Defending against these claims, even if they are not meritorious,
could be expensive and divert our attention from operating our company. If we become liable to third parties for infringing upon
their intellectual property rights, we could be required to pay substantial damage awards and be forced to develop non-infringing
technology, obtain licenses or cease selling the applications that contain the infringing technology. The loss of some of our existing
licenses could delay the introduction of software enhancements, interactive tools and other new products and services until equivalent
technology could be licensed or developed. We may be unable to develop non-infringing technology or obtain licenses on commercially
reasonable terms, if at all.



We regard our trade name, trademarks,
service marks and domain names as important to our success. We rely on the law to protect our proprietary rights to them, and we
have taken steps to enhance our rights by filing trademark applications where appropriate. We have obtained registration of our
key brand ‘INFOSYS’ as a trademark in both India and in the United States. We also aggressively protect these names
and marks from infringement by others.



RESEARCH AND DEVELOPMENT





Our research and development efforts
focus on developing and refining our methodologies, tools and techniques, improving estimation processes and adopting new technologies.
Infosys Labs is the centralized group engaged in Research and development activities.



Infosys Labs



Our research and development efforts
focus on the twin goals of improving productivity and quality of Infosys services, alongside working towards client innovation
via technology driven innovation and differentiation.





At Infosys Labs, service innovation is
being achieved via enhanced automation, optimization, incident prevention and effective collaboration among distributed teams.





| | · | Infosys Labs has established a set of service
innovation groups focused on enhancing quality and productivity of six dominant Infosys services – namely Business Process
Outsourcing (BPO), Infrastructure Management Services (IMS), Independent Validation Services (IVS), Application Development and
Maintenance (ADM) including Large Deals, Consulting and Systems Integration (C&SI), and Modernization (Mod). These groups work
on producing service platforms with a focus on automation, optimization, consolidation, and enhancing effectiveness of contextual
collaboration for distributed teams.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Infosys Labs, under its
                                                                                                   set of client innovations has established
                                                                                                   six                                                                                                        Centers of
                                                                                                   Excellence (COEs),
                                                                                                   namely Modernization, Advanced Analytics, Security and Dependability, Advanced
                                                                                                   Mobility, Experience, and Innovation Co-Creation. The COEs work towards establishing technology based client innovation and
                                                                                                   differentiation via establishment of Client Innovation Centers, publishing focused technology points of view, implementing
                                                                                                   Proof of Concepts driven by opportunity focus for client delight, and conducting client workshops.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additionally, we have set up innovation
centers with a number of our clients, university partners, and industry research consortiums to further drive co-creation.



Infosys Labs focuses on developing significant
new Intellectual Property to enable enhanced productivity and quality of our services while enabling differentiation in client
offerings.





During fiscal 2014, Infosys Labs filed
79 unique patent applications with the U.S. Patent and Trademark Office (USPTO), the Indian Patent Office and other jurisdictions.
Our research and development expenses for fiscal 2014, 2013 and 2012 were $147 million, $173 million and $140 million, respectively.







EFFECT OF GOVERNMENT REGULATION ON
OUR BUSINESS





Regulation of our business by the
Indian government affects us in several ways. We have benefited from certain tax incentives promulgated by the Government of
India, including tax holiday from Indian corporate income tax on the income from the operation of the units registered under
the Software Technology Parks Scheme and tax holidays on the income from the operation of our units registered under the
Special Economic Zone Act.	The tax holiday for all of our STP units expired as of March 31, 2011. We have also benefited
from the liberalization and deregulation of the Indian economy by the successive Indian governments since 1991. Further,
there are restrictive Indian laws and regulations that affect our business, including regulations that require us to obtain
approval from the Reserve Bank of India and / or the Ministry of Finance of the Government of India to acquire companies
incorporated outside India and regulations that require us, subject to some exceptions, to obtain approval from relevant
government authorities in India in order to raise capital outside India. The conversion of our equity shares into ADSs is
governed by guidelines issued by the Reserve Bank of India.





In addition, the ability of our technology
professionals to work in the United States, Europe and in other countries depends on the ability to obtain the necessary visas
and work permits.







As of March 31, 2014, the majority of
our professionals in the United States held either H-1B visas (12,769 persons), which allow the employee to remain in the
United States for up to six years during the term of the work permit and work as long as he or she remains an employee of the sponsoring
firm, or L-1 visas (1,322 persons), which allow the employee to stay in the United States only temporarily. If
employees are on L-1A visas, they can typically stay in the United States temporarily for a maximum duration of 7 years and if
they are on L-1B visas they can stay in the United States temporarily for a maximum duration of 5 years.







Both are temporary visas, but the company
may sponsor employees on either visa for green cards.





U.S. law provides that the annual limit
on H-1B visas is 65,000 plus 20,000 additional H-1B visas that are available to those who possess a Master's or higher degree from
institutions of higher education in the United States. In calendar year 2014, over 172,000applications were received. The government
conducts a random lottery to determine which H-1B applications will be adjudicated that year. Increasing demand for H-1B visas,
or changes in how the annual limit is administered, could limit the company’s ability to access that visa classification.







In addition, the granting of L-1 visas
precludes companies from obtaining such visas for employees with specialized knowledge: (1) if such employees will be stationed
primarily at the worksite of another company in the U.S. and the employee will not be controlled and supervised by his or her employer,
or (2) if such offsite placement is essentially an arrangement to provide labor for hire rather than in connection with the employee's
specialized knowledge. Changes in L-1 visa policy, either by statute or through administrative policy, could limit our ability
to transfer existing employees to the United States.





Immigration laws in the United States
may also require us to meet certain levels of compensation, and to comply with other legal requirements, including labor market
tests, as a condition to obtaining or maintaining work visas for our technology professionals working in the United States.



Immigration laws in the United States
and in other countries are subject to legislative and policy changes, as well as to variations in standards of application and
enforcement due to political forces and economic conditions. In addition, the U.S. Congress is considering extensive changes to
U.S. immigration laws regarding the admission of high-skilled temporary and permanent workers. This could have a material and adverse
effect on our business, revenues and operating results.



In addition, the U.K. government has
recently introduced an interim limit on the number of visas that may be granted. It is difficult to predict the political and economic
events that could affect immigration laws, or the restrictive impact they could have on obtaining or monitoring work visas for
our technology professionals. Our reliance on work visas for a significant number of technology professionals makes us particularly
vulnerable to such changes and variations as it affects our ability to staff projects with technology professionals who are not
citizens of the country where the work is to be performed. Recently, there has been an increase in the number of rejections of
visa applications. This may affect our ability to get timely visas and accordingly staff projects. As a result, we may not be able
to obtain a sufficient number of visas for our technology professionals or may encounter delays or additional costs in obtaining
or maintaining the conditions of such visas. Additionally, we may have to apply in advance for visas and this could result in additional
expenses during certain quarters of the fiscal year.



Recently, Australia has enforced stricter
visa rules for foreign workers. Under these rules, companies sponsoring foreign workers in Australia would be required to demonstrate
that there are no qualified and experienced Australian workers to fill a position to be taken by a proposed visa holder. Further,
companies may be required to furnish additional details, such as the number of foreign workers that they sponsor and proof of their
proficiency in English. Arrangements similar to independent contracting arrangements may not be permitted. This could potentially
cause delays in the processing of our visa applications, increase our costs in obtaining visas and reduce our flexibility in staffing
projects in Australia. Additionally, we may also be subject to audits by local authorities in Australia who enforce these regulations.





Similar labor market protective immigration
reform measures may be introduced in Canada, which could include new minimum wage requirements for foreign workers, required ratios
of local labor and new minimum standards for intra-company transfers. The government may also tighten adjudication standards for
labor market tests. These changes could negatively affect our ability to utilize current employees to fulfill existing or new projects
and could also result in higher operating expenses.





LEGAL PROCEEDINGS



On May 23, 2011, the company received
a subpoena from a grand jury in the United States District Court for the Eastern District of Texas. The subpoena required that
the company provide to the grand jury certain documents and records related to its sponsorships for, and uses of, B1 business visas.
The company complied with the subpoena. In connection with the subpoena, during a meeting with the United States Attorney’s
Office for the Eastern District of Texas, the company was advised that it and certain of its employees are targets of the grand
jury investigation.



In addition, the U.S. Department of Homeland
Security (“DHS”) has reviewed the company’s employer eligibility verifications on Form I-9 with respect to its
employees working in the United States. In connection with this review, the company was advised that the DHS has found errors in
a significant percentage of its Forms I-9 that the DHS has reviewed, and may impose fines and penalties on the company related
to such alleged errors.



On October 30, 2013, the company settled
the foregoing matters and entered into a Settlement Agreement (“Settlement Agreement”) with the U.S. Attorney, the
DHS and the U.S. Department of State (“State,” and collectively with the U.S. Attorney and the DHS, the “United
States”).



In the Settlement Agreement, the company
denied and disputed all allegations made by the United States, except for the allegation that the company failed to maintain accurate
Forms I-9 records for many of its foreign nationals in the United States in 2010 and 2011 as required by law, and that such failure
constituted civil violations of certain laws.



Under the Settlement Agreement, Infosys
agreed, among other things, that:



| | · | the company will pay to the United States an aggregate amount equal to
$34 million;
| | - | -----------------------------------------------------------------------------------

| | · | the company will retain, for a period of two years from the date of the
Settlement Agreement, an independent third-party auditor or auditing firm at its expense which will annually review and report
on its Forms I-9 compliance, which reports shall be submitted to the U.S. Attorney; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | within 60 days after the first anniversary of the Settlement Agreement,
the company will furnish a report to the U.S. Attorney concerning the company’s compliance with its internal B-1 visa use
policies, standards of conduct, internal controls and disciplinary procedures.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In return, the United States agreed,
among other things, that:



| | · | the United States will file a motion to dismiss
                                                                                                   with prejudice the complaint it will file in the United States District Court for the Eastern District of Texas relating to
                                                                                                   allegations made by the United States regarding the company’s compliance with laws regulating H1-B and B-1 visas and
                                                                                                   Forms I-9 (the “Alleged Conduct”);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the United States will not use the Alleged Conduct to revoke any existing
visas or petitions or deny future visas or petitions for the company’s foreign nationals, and will evaluate each visa or
petition on its own individual merits;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the United States will not use the Alleged Conduct to debar or suspend
the company from any B-1 or H1-B immigration program, and the United States will not make any referrals to any government agencies
for such debarment or suspension proceedings related to the Alleged Conduct; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the United States will release the company and each of its current and
former employees, directors, officers, agents and contractors from any civil, administrative or criminal claims the United States
has or may have arising out of or pertaining to the Alleged Conduct, subject to certain exceptions specified in the Settlement
Agreement.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Further, separate from, but related to
the Settlement Agreement, U.S. Immigration and Customs Enforcement has confirmed that it will not impose debarment from any B-1
or H1-B immigration program on the company related to the Alleged Conduct.





The company recorded a charge
 related to the Settlement Agreement, including legal costs, of $35 million in fiscal 2014 related to the matters
that were the subject of the Settlement Agreement. The said amounts were paid prior to December 31, 2013.



In addition, the company is subject to
legal proceedings and claims, which have arisen in the ordinary course of business. The company’s management does not reasonably
expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the company’s
results of operations or financial condition.



ORGANIZATIONAL STRUCTURE



We hold a majority interest in the following
company:



Infosys BPO. Infosys established
Infosys BPO Limited in April 2002, under the laws of India. As of March 31, 2014, Infosys holds 99.98% of the outstanding equity
shares of Infosys BPO.



Infosys is the sole shareholder of the
following companies:



Infosys Australia. In January
2004, we acquired, for cash, 100% of the equity in Expert Information Services Pty. Limited, Australia. The acquired company was
renamed as 'Infosys Technologies (Australia) Pty. Limited'. As of March 31, 2014, Infosys Australia is under liquidation.



Infosys China. In October
2003, we established a wholly-owned subsidiary, Infosys Technologies (China) Co. Limited (Infosys China) in Shanghai, China, to
expand our business operations in China.



Infosys Mexico.In
June 2007, we established a wholly-owned subsidiary, Infosys Technologies S.de R.L.de C. V. (Infosys Mexico) to expand our
business operations in Latin America.



Infosys Sweden.In March
2009, we incorporated a wholly-owned subsidiary, Infosys Technologies (Sweden) AB to expand our operations in Sweden.



Infosys Brasil.In August
2009, we incorporated a wholly-owned subsidiary, Infosys Tecnologia do Brasil Ltda to expand our operations in South America.



Infosys Public Services.In
October 2009, we incorporated a wholly-owned subsidiary, Infosys Public Services Inc., to focus and expand our operations in the
U.S. public services market.



Infosys Shanghai.In February
2011, we incorporated a wholly-owned subsidiary, Infosys Technologies (Shanghai) Company Limited, in china.



Infosys Consulting Inc.In April 2004, we incorporated a wholly-owned subsidiary, Infosys Consulting Inc., in the State of Texas to add high-end
consulting capabilities to our global delivery model. On October 7, 2011, the Board of Directors of Infosys Consulting Inc., approved
the termination and winding down of the entity, and entered into an assignment and assumption agreement with Infosys Limited.
The termination of Infosys Consulting Inc., became effective on January 12, 2012, in accordance with the Texas Business Organizations
Code.Effective January 12, 2012, the assets and liabilities of Infosys Consulting Inc., were transferred to Infosys Limited.



Infosys Consulting India
Limited. Infosys Consulting India Limited was a wholly owned subsidiary of Infosys Consulting Inc. until the termination
of Infosys Consulting Inc., effective January 12, 2012. Pursuant to the transfer of assets and liabilities of Infosys Consulting
Inc. to Infosys Limited, Infosys Consulting India Limited became a wholly owned subsidiary of Infosys Limited. On February 9,
2012, Infosys Consulting India Limited filed a petition in the Honourable High Court of Karnataka for its merger with Infosys
Limited. The Hon’ble High Court of Karnataka sanctioned the scheme of amalgamation of Infosys Consulting India Limited (ICIL)
with Infosys Limited with an effective date of August 23, 2013 and an appointed date of January 12, 2012.Accordingly, all the assets and liabilities of ICIL were transferred to Infosys Limited on a going concern basis. As ICIL
was a wholly owned subsidiary of Infosys Limited, no shares have been allocated to the shareholders upon the scheme becoming effective.



Lodestone Holding AG.In
October 2012, Infosys acquired 100% of the voting interests in Lodestone Holding AG, a global management consultancy firm headquartered
in Zurich, Switzerland.



Infosys Americas Inc.In
June 2013, we incorporated a wholly-owned subsidiary, Infosys Americas Inc.



Edgeverve Systems Limited.In
February 2014, we incorporated a wholly owned subsidiary Edgeverve Systems Limited. Edgeverve is expected to focus on
developing and selling products and platforms.



PROPERTY, PLANTS AND EQUIPMENT



Our principal campus, Infosys City
is located at Electronics City, Bangalore, India. Infosys City consists of approximately 3.53 million square feet of land and
3.77 million square feet of operational facilities. The campus features, among other things, an Education, Training and
Assessment unit, a Management Development Center and extensive state-of-the-art conference facilities.



Additionally, we have leased independent
facilities measuring approximately 544,000 square feet in Electronics City which accommodate approximately 6,100 employees.



Our capital expenditure on property,
plant and equipment for fiscal 2014, 2013 and 2012 was $451 million, $382 million and $301 million, respectively. As of March 31,
2014 we had contractual commitments for capital expenditure of $227 million. All our capital expenditures are financed out of cash
generated from operations.



Our software development facilities are
equipped with a world-class technology infrastructure that includes networked workstations, servers, data communication links and
video-conferencing.



We have 17 sales and marketing
offices in the United States, 8 in Australia, 3 each in India, Canada, Switzerland and the UAE, 2 each in UK, the
Netherlands, Czech Republic, Japan, Spain, Germany, Singapore, New Zealand and France and 1 each in Belgium, Denmark,
Finland, Hong Kong, Ireland, Mauritius, Norway, Russia, South Africa, Italy, China, Slovakia, Poland, Malaysia, Philippines,
South Korea, Taiwan and Sweden. Appropriate expansion plans are being undertaken to meet our expected future growth.



Our most significant leased and owned
properties are listed in the table below. We have only listed our leased and owned properties that are in excess of 100,000 square
feet.



|Location                                                       | Building        | Ownership | Land            | Ownership
|-------------------------------------------------------------- | --------------- | --------- | --------------- | ---------
|                                                               | Approx. Sq. ft. |           | Approx. Sq. ft. |          
|Software Development Facilities                                |                 |           |                 |          
|Bangalore (Infosys City), Karnataka                            | –               | –         | 23,958          | Leased   
|Bangalore (Infosys City Main Campus), Karnataka                | 3,771,049       | Owned     | 3,505,446       | Owned    
|Bangalore (Infosys City-Phase 2), Karnataka                    | –               | –         | 152,896         | Owned    
|Bangalore (Center Point, Electronics City), Karnataka          | 148,300         | Leased    | –               | –        
|Bangalore Sarjapur & Billapur, Karnataka                       | –               | –         | 13,222,907      | Owned    
|Bangalore (Devanahalli), Karnataka                             | –               | –         | 374,313         | Owned    
|Bangalore (Salarpuria Building, Electronics City) Karnataka    | 225,245         | Leased    | –               | –        
|Bangalore (Tower Office, Banerghatta Road), Karnataka          | 120,906         | Leased    | –               | –        
|Bangalore (JP IT Park Building, Electronics City), Karnataka   | 170,724         | Leased    | –               | –        
|Bangalore - Baghmane Tech Park, Karnataka                      | 102,605         | Leased    | –               | –        
|Bangalore -  EC 53 Building (Electronics City Karnataka)       | 2,20,334        | Owned     | 131,552         | Owned    
|Bangalore - Opp to EC 53 Building (Electronics City Karnataka) | –               | –         | 437,344         | Owned    
|Bhubaneswar (Chandaka Industrial Park), Orissa                 | 879,721         | Owned     | 1,999,455       | Leased   
|Bhubaneswar (Info Valley Goudakasipur & Arisol), Orissa        | –               | –         | 2,218,040       | Leased   
|Chandigarh (SEZ Campus)                                        | 1,135,580       | Owned     | 1,316,388       | Leased   
|Chennai (Sholinganallur), Tamil Nadu                           | 508,300         | Owned     | 578,043         | Leased   
|Chennai (Maraimalai Nagar), Tamil Nadu                         | 3,618,958       | Owned     | 5,617,084       | Leased   
|Chennai - BPO Offices                                          | 112,634         | Leased    | –               | –        
|Hyderabad (Manikonda Village), Andhra Pradesh                  | 1,873,209       | Owned     | 2,194,997       | Owned    
|Hyderabad (Pocharam Village), Andhra Pradesh                   | 2,407,542       | Owned     | 19,615,145      | Owned    
|Mangalore (Kottara), Karnataka                                 | 204,000         | Owned     | 119,790         | Owned    
|Mangalore (Pajeeru and Kairangala Village), Karnataka          | 1,337,769       | Owned     | 15,156,794      | Leased   
|Mangalore (Kairangala Village), Karnataka                      | –               | –         | 258,747         | Owned    
|Mysore (Hebbal Electronic City), Karnataka                     | 11,104,360      | Owned     | 12,652,487      | Owned    
|Mysore (Hebbal Electronic City), Karnataka                     | –               | –         | 2,047,346       | Leased   
|Pune (Hinjewadi), Maharashtra                                  | 589,647         | Owned     | 1,089,004       | Leased   
|Pune (Hinjewadi Phase II), Maharashtra                         | 4,892,835       | Owned     | 4,965,005       | Leased   
|Thiruvananthapuram, Attipura Village, (SEZ campus), Kerala     | 898,739         | Owned     | 2,178,009       | Leased   
|Thiruvananthapuram, Pallipuram Village, (SEZ campus), Kerala   | –               | –         | 2,171,039       | Leased   
|Thiruvananthapuram (Technopark), Kerala                        | 124,576         | Leased    | –               | –        
|Jaipur (BPO - SEZ Campus, M-City), Rajasthan                   | 374,139         | Owned     | –               | –        
|Jaipur (Mahindra World City), Rajasthan                        | –               | –         | 6,452,568       | Leased   
|Nagpur- Dahegaon Village (SEZ campus)                          | –               | –         | 6,193,211       | Leased   
|Indore - Tikgarita Badshah & Badangarda Village (SEZ campus)   | –               | –         | 5,666,307       | Leased   
|Hubli - Gokul Village (SEZ campus)                             |                 | –         | 2,178,009       | Leased   
|Shanghai Infosys Technologies
    (Shanghai) Co. Ltd(1)        | –               | –         | 657,403         | Leased   
|Shanghai, China                                                | 254,278         | Leased    | –               | –        
|Hangzhou, China                                                | 186,746         | Leased    | –               | –        
|Manila, Philippines                                            | 175,000         | Leased    | –               | –        
|Lodz, Poland                                                   | 163,530         | Leased    | –               | –        
|Proposed Software Development Facilities                       |                 |           |                 |          
|Hyderabad (Pocharam Village), Andhra Pradesh                   | 643,331         | Owned     | –               | –        
|Mangalore, Karnataka                                           | 917,667         | Owned     | –               | –        
|Mysore (Hebbal Electronic City), Karnataka                     | 418,210         | Owned     | –               | –        
|Pune (Hinjewadi Phase II), Maharashtra                         | 1,102,243       | Owned     | –               | –        
|Jaipur SEZ, Rajasthan                                          | 404,106         | Owned     | –               | –        
|Thiruvananthapuram (Technopark), Kerala                        | 1,668,542       | Owned     | –               | –        
|Bhubhaneshwar (SEZ)                                            | 575,462         | Owned     | –               | –        
|Under Construction                                             |                 |           |                 |          
|Delhi (Unitech Building)                                       | 135,209         | Owned     | –               | –        
|Building Opp. to Siemens, Electronics City
    Bangalore       | 386,580         | Owned     | 90,170          | Owned    





| | (1) | The nature of the ownership is that of a land use right.
| | --- | --------------------------------------------------------





Item 4 A. Unresolved Staff Comments



None.



Item 5. Operating and Financial Review
and Prospects



The consolidated financial statements
of the Company included in this Annual Report on Form 20-F have been prepared in accordance with International Financial Reporting
Standards as issued by International Accounting Standards Board. The discussion, analysis and information presented in this section
should be read in conjunction with our consolidated financial statements included herein and the notes thereto.



OPERATING RESULTS



This information is set forth under the
caption entitled 'Management's Discussion and Analysis of Financial Condition and Results of Operations' below and is incorporated
herein by reference.



LIQUIDITY AND CAPITAL RESOURCES



This information is set forth under the
caption entitled 'Management's Discussion and Analysis of Financial Condition and Results of Operations' below and is incorporated
herein by reference.



RESEARCH AND DEVELOPMENT, PATENTS
AND LICENSES, ETC.



We have committed and expect to
continue to commit in the future, a portion of our resources to research and development. Efforts towards research
and development are focused on refinement of methodologies, tools and techniques, implementation of metrics, improvement in
estimation process and the adoption of new technologies.



Our research and development expenses
for fiscal 2014, 2013 and 2012 were $147 million, $173 million and $140 million, respectively.



TREND INFORMATION



This information is set forth under the
caption entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations” below and
is incorporated herein by reference.



MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Overview



We
are a leading global services company that provides business consulting, technology, engineering and outsourcing services.In
addition, we offer products, platforms and solutions to clients in different industries.

Our professionals deliver high
quality solutions by leveraging our Global Delivery Model through which we divide projects into components that we execute simultaneously
at client sites and at our Development Centers in India and around the world. We seek to optimize our cost structure by maintaining
the flexibility to execute project components where it is most cost effective. Our Global Delivery Model also allows us to provide
clients with high quality solutions in reduced time-frames enabling them to achieve efficiencies. Our sales, marketing
and business development teams are organized to focus on specific geographies and business segments and this helps us customize
our service offerings to our client's needs. Our primary geographic markets are North America, Europe and the Asia Pacific region.
We serve clients in financial services and insurance, manufacturing, energy, communications and services, retail, consumer packaged
goods and logistics, resources and utilities, life sciences and healthcare and various other segments.



There is an increasing need for
highly skilled technology professionals in the markets in which we operate and in the industries to which we provide
services. At the same time, companies are reluctant to expand their internal IT departments and increase costs. These factors
have increased the reliance of companies on their outsourcing service providers and are expected to continue to drive future
growth for outsourcing services. We believe that because the effective use of offshore technology services may offer lower
total costs of ownership of IT infrastructure, lower labor costs, improved quality and innovation and faster delivery of
technology solutions, companies are increasingly turning to offshore technology service providers. India, in particular, has
become a premier destination for offshore technology services. The key factors contributing to the growth of IT and IT
enabled services in India include high quality delivery, significant cost benefits and the availability of skilled and
English speaking IT professionals. Our proven Global Delivery Model, our comprehensive end - to - end solutions, our
commitment to superior quality and process execution, our long standing client relationships, our ability to service clients
across industries and our ability to scale make us one of the leading offshore service providers in India.



There are numerous risks and challenges
affecting the business. These risks and challenges are discussed in detail in the section entitled 'Risk Factors' and elsewhere
in this Annual Report on Form 20-F.



We were founded in 1981 and are headquartered
in Bangalore, India. We completed our initial public offering of equity shares in India in 1993 and our initial public offering
of ADSs in the United States in 1999. We completed three sponsored secondary ADS offerings in the United States in August 2003,
June 2005 and November 2006. We did not receive any of the proceeds from any of our sponsored secondary offerings.



On October 7, 2011, the Board
of Directors of Infosys Consulting Inc., approved the termination and winding down of the entity, and entered into an assignment
and assumption agreement with Infosys Limited. The termination of Infosys Consulting Inc. became effective on January 12, 2012,
in accordance with the Texas Business Organizations Code.Effective January 12, 2012, the assets and liabilities of Infosys
Consulting Inc., were transferred to Infosys Limited.



On January 4, 2012,Infosys
BPO acquired 100% of the voting interests in Portland Group Pty. Ltd., a strategic sourcing and category management services
provider based in Australia. This business acquisition was conducted by entering into a share sale agreement for
cash consideration of $41 million. Portland Procurement Services Pty. Ltd., a wholly owned subsidiary of Portland Group Pty.
Ltd. is currently under liquidation.



On October 22, 2012, we acquired 100%
of the voting interests in Lodestone Holding AG, a global management consultancy firm headquartered in Zurich, Switzerland. The
business acquisition was conducted by entering into a share purchase agreement for cash consideration of $219 million and additional
consideration of up to $112 million, which we refer to as deferred purchase price, estimated on the date of acquisition, payable
to the selling shareholders of Lodestone Holding AG, who are continuously employed or otherwise engaged by us or our subsidiaries
during the three year period following the date of the acquisition.



The Hon’ble High Court of Karnataka
sanctioned the scheme of amalgamation of Infosys Consulting India Limited (ICIL) with Infosys Limited with an effective date of
August 23, 2013. Accordingly, all the assets and liabilities of ICIL were transferred to Infosys Limited on a going concern basis.
As ICIL was a wholly owned subsidiary of Infosys Limited, no shares have been allocated to the shareholders upon the scheme becoming
effective.





We incorporated wholly owned subsidiaries
- Infosys Americas Inc., on June 25, 2013 and Edgeverve Systems Limited on February 14, 2014. On April 15, 2014, the Board of Directors
of Infosys has authorized the Company to execute a Business Transfer Agreement and related documents with Edgeverve, subject to
securing the requisite approval from our shareholders in the ensuing Annual General Meeting to be held on June 14, 2014.





At
our Annual General Meeting held on June 15, 2013, our shareholders approved a final dividend of27.00
per equity share (approximately $0.50 per equity share), which in the aggregate resulted in a cash outflow of $302 million, inclusive
of corporate dividend tax.







On October 11, 2013, our Board
of Directors approved payment of an interim dividend of 20.00
per equity share (approximately $0.32 per equity share). The dividend payment resulted in a cash outflow of $217 million, including
a corporate dividend tax, and was paid to holders of our equity shares and ADSs in October 2013.





Effective fiscal 2014, the Board
has decided to increase the dividend pay-out from up to 30% of post-tax profits to up to 40% of post-tax profits. Our Board
of Directors, in its meeting on April 15, 2014, proposed a final dividend of 43.00
per equity share (approximately $0.72 per equity share). The proposal is subject to the approval of shareholders at the
ensuing Annual General Meeting to be held on June 14, 2014, and if approved, would result in a cash outflow of approximately
$482 million, inclusive of corporate dividend tax.







The following table illustrates our compounded
annual growth rate in revenues, net profit, earnings per equity share and number of employees from fiscal 2010 to fiscal 2014:



(Dollars in millions except share data)

|                                                  | 2014    | 2010    | Compounded annual  growth rate
|------------------------------------------------- | ------- | ------- | ------------------------------
|Revenues                                          | $8,249  | $4,804  | 14.5%                         
|Net profit                                        | $1,751  | $1,313  | 7.5%                          
|Earnings per equity share (Basic)                 | $3.06   | $2.30   | 7.4%                          
|Earnings per equity share (Diluted)               | $3.06   | $2.30   | 7.4%                          
|Number of employees at the end of the fiscal year | 160,405 | 113,796 | 9.0%                          



Our revenue growth was attributable to
a number of factors, including an increase in the size and number of projects executed for clients, as well as an expansion in
the solutions that we provide to our clients. We added 238 new customers (gross) during fiscal 2014 as compared to 235 new customers
(including 36 clients from Infosys Lodestone) during fiscal 2013 and 172 new customers during fiscal 2012. For fiscal 2014, 2013
and 2012, 97.7%, 97.8% and 97.8%, respectively, of our revenues came from repeat business, which we define as revenues from a client
that also contributed to our revenues during the prior fiscal year.



Over the last fiscal year, the company
has started the following key initiatives to achieve its aspirations of superior financial performance:





| | 1. | Cost optimization:We are focusing on location optimisation, increasing offshore effort
ratios, putting right people in the right jobs and eliminating unnecessary costs.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Sales effectiveness:We are focusing on winning large revenue yielding multi-year outsourcing
projects. We are looking to reinvigorate our sales teams and enable them with better systems, training, processes and metrics.
We are incentivizing our sales team for delivering growth at acceptable margins.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Delivery effectiveness:We are developing intellectual property-based solutions to delink revenues
from efforts and focusing on improving individual work productivity.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenues



Our revenues are generated principally from services provided on either a time-and-materials or a fixed-price,
fixed-timeframe basis. Revenues from services provided on a time-and-materials basis are recognized as the related services are
performed. Revenues from services provided on a fixed-price, fixed-timeframe basis are recognized pursuant to the percentage of
completion method. Most of our client contracts, including those that are on a fixed-price, fixed-timeframe basis can be terminated
by clients with or without cause, without penalties and with short notice periods of between 0 and 90 days. Since we collect revenues
as portions of the contracts are completed, terminated contracts are only subject to collection for portions of the contract completed
through the time of termination. Most of our contracts do not contain specific termination-related penalty provisions. In order
to manage and anticipate the risk of early or abrupt contract terminations, we monitor the progress on all contracts and change
orders according to their characteristics and the circumstances in which they occur. This includes a focused review of our ability
and our client's ability to perform on the contract, a review of extraordinary conditions that may lead to a contract termination
and a review of the historical client performance considerations. Since we also bear the risk of cost overruns and inflation with
respect to fixed-price, fixed-timeframe projects, our operating results could be adversely affected by inaccurate estimates of
contract completion costs and dates, including wage inflation rates and currency exchange rates that may affect cost projections.
Losses on contracts, if any, are provided for in full in the period when determined. Although we revise our project completion
estimates from time to time, such revisions have not, to date, had a material adverse effect on our operating results or financial
condition.



We also
generate revenue from software application products, including banking software. Such software products represented 3.6%,
4.0% and 4.6% of our total revenues for fiscal 2014, 2013 and 2012, respectively.





We experience from time to time, pricing
pressure from our clients. For example, clients often expect that as we do more business with them, they will receive volume discounts.
Additionally, clients may ask for fixed-price, fixed-timeframe arrangements or reduced rates. We attempt to use fixed-price arrangements
for engagements where the specifications are complete, so individual rates are not negotiated.



Cost of Sales





Cost of sales represented 64.2%, 62.7%
and 58.9% of total revenues for fiscal 2014, 2013 and 2012, respectively. Our cost of sales primarily
consists of salary and other compensation expenses, depreciation, amortization of intangible assets, overseas travel expenses,
cost of software purchased for internal use, third party items bought for service delivery to clients, cost of technical subcontractors,
deferred purchase price pertaining to acquisition, rent and data communication expenses. We depreciate our personal computers,
mainframe computers and servers over two to five years and amortize intangible assets over their estimated useful life. Depreciation
expense for fiscal 2014, 2013 and 2012 included under cost of sales was $214 million, $200 million and $192 million, respectively.Amortization expense for fiscal 2014, 2013 and 2012 included under cost of sales was $12 million, $7 million and $3 million,
respectively.







We typically assume full project management
responsibility for each project that we undertake. 74.8%, 75.2% and 75.0% of the total billed person-months during fiscal 2014,
2013 and 2012, respectively, were performed at our Global Development Centers in India (‘offshore’), and the balance of the
work was performed at client sites and Development Centers located outside India (‘onsite’).The proportion of work performed
at our facilities and at client sites varies from quarter-to-quarter. We charge higher rates and incur higher compensation and
other expenses for work performed onsite. Services performed onsite typically generate higher revenues per-capita at a lower gross
margin than the same services performed offshore. As a result, our total revenues, cost of sales and gross profit in absolute terms
and as a percentage of revenues fluctuate from quarter-to-quarter. We hire subcontractors on a limited basis from time to
time for client requirements and we generally do not perform subcontracted work for other technology service providers. For fiscal
2014, 2013 and 2012, 6.1%, 5.8% and 3.9% respectively, of our cost of sales was attributable to cost of technical subcontractors.







Revenues and gross profits are also affected
by employee utilization rates. We define employee utilization as the proportion of total billed person months to total available
person months, excluding sales, administrative and support personnel. We manage utilization by monitoring project requirements
and timetables. The number of software professionals that we assign to a project will vary according to the size, complexity, duration,
and demands of the project. An unanticipated termination of a significant project could also cause lower utilization of technology
professionals. In addition, we do not utilize our technology professionals when they are enrolled in training programs, particularly
during our training course for new employees. Our utilization rate for IT services professionals including trainees for the fiscal
2014, 2013 and 2012 were 72.3%, 67.0% and 66.9%, respectively. Similarly, our utilization rate for IT services professionals, excluding
trainees, during fiscal 2014, 2013 and 2012, was 76.4%, 70.7% and 74.1%, respectively.





Selling and Marketing Expenses



Selling and marketing expenses represented
5.2%, 5.0% and 5.2% of total revenues for fiscal 2014, 2013 and 2012, respectively. Our selling and marketing expenses primarily
consist of expenses relating to salaries and other compensation of sales and marketing personnel, travel, brand building, commission,
rental for sales and marketing offices and telecommunications.



Administrative Expenses





Administrative expenses represented 6.6%,
6.5% and 7.1% of total revenues for fiscal 2014, 2013 and 2012, respectively. Our administrative expenses primarily consist of
expenses relating to salaries and other compensation of senior management and other support personnel, travel, legal and other
professional fees, telecommunications, office maintenance, power and fuel, insurance, other miscellaneous administrative costs
and provisions for doubtful trade receivables. The factors which affect the fluctuations in our provisions for bad debts and write
offs of uncollectible accounts include the financial health of our clients and of the economic environment in which they operate.
Other expenses for the year ended March 31, 2014 include a charge of $35 million (including legal costs) towards settlement agreement
in visa related matters. Refer to Note 2.20 of Item 18 of this Annual Report.





Other Income



Other income includes interest income,
income from certificates of deposit, income from available-for-sale financial assets, marked to market gains / (losses) on foreign
exchange forward and option contracts and foreign currency exchange gains / (losses) on translation of other assets and liabilities.



Functional Currency and Foreign Exchange





The functional currency of Infosys, Infosys
BPO, controlled trusts and Edgeverve is the Indian rupee. The functional currencies for all other subsidiaries are the respective
local currencies. The consolidated financial statements included in this Annual Report on Form 20-F are presented in U.S. dollars
(rounded off to the nearest million) to facilitate comparability. The translation of functional currencies of foreign subsidiaries to
U.S. dollars is performed for assets and liabilities using the exchange rate at the balance sheet date, and for revenue, expenses
and cash flow items using a monthly average exchange rate for the respective periods. The gains or losses resulting from such translation
are included in other comprehensive income and presented as currency translation reserves under other components of equity.





Generally, Indian law requires residents
of India to repatriate any foreign currency earnings to India to control the exchange of foreign currency. More specifically, Section
8 of the Foreign Exchange Management Act, or FEMA, requires an Indian company to take all reasonable steps to realize and repatriate
into India all foreign currency earned by the company outside India, within such time periods and in the manner specified by the
Reserve Bank of India, or RBI. The RBI has promulgated guidelines that require the company to repatriate any realized foreign currency
back to a foreign currency account such as an Exchange Earners Foreign Currency, or EEFC account with an authorized dealer in India,
subject to the condition that the sum total of the accruals in the account during a calendar month should be converted into rupees
on or before the last day of the succeeding calendar month, after adjusting for utilization of the balances for approved purposes
or forward commitments.



We typically collect our earnings denominated
in foreign currencies using a dedicated foreign currency account located in the local country of operation. In order to do this,
we are required to obtain, and have obtained, approval from an authorized dealer, on behalf of the RBI, to maintain a foreign currency
account in overseas countries.



Our failure to comply with RBI regulations
could result in RBI enforcement actions against us.



Income Taxes



Our net profit earned from providing
software development and other services outside India is subject to tax in the country where we perform the work. Most of our taxes
paid in countries other than India, can be applied as a credit against our Indian tax liability, to the extent that the same income
is subject to tax in India.





We have benefited from certain tax incentives
that the Government of India had provided for the export of software from the units registered under the Software Technology Parks
Scheme (‘STP’) in India and we continue to benefit from certain tax incentives for the units registered under the Special
Economic Zones Act, 2005 (SEZ). However, the tax incentives provided by the Government of India for STP units have expired, and
all of our STP units are now taxable.SEZ units which begin providing services on or after April 1,
2005 are eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years
from the financial year in which the unit has commenced the provision of services and 50 percent of such profits or gains for the
five years thereafter. Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions.







As a result of these tax incentives,
a portion of our pre-tax income has not been subject to tax in recent years. These tax incentives resulted in a decrease in our
income tax expense of $273 million, $202 million and $202 million for fiscal 2014, 2013 and 2012, respectively, compared to the
effective tax amounts that we estimate we would have been required to pay if these incentives had not been available.The per share effect of these tax incentives for fiscal 2014, 2013 and 2012 was $0.48, $0.35 and $0.35 respectively.Refer
to Note 2.16 of Item 18 of this Annual Report for reconciliation of the income tax provision to the
amount computed by applying the statutory income tax rate to the income before income taxes.







Our effective tax rate for fiscal 2014,
2013 and 2012 was 27.6%, 26.3% and 28.8%, respectively. Effective tax rate is influenced by various factors includingchanges in the statutory tax rate, non-deductible expenses, exempt non-operating income, overseas taxes, revenue from SEZ units
and other tax deductions.







Pursuant to the enacted changes in the
Indian Income Tax Laws effective April 1, 2007, a Minimum Alternate Tax (MAT) has been extended to income in respect of which
a deduction may be claimed under section 10A of the Income Tax Act, 1961. In addition, the Finance Act, 2011, which became
effective April 1, 2011, extended MAT to SEZ units and SEZ developer units, which means that income in respect of which a
deduction may be claimed under section 10AA or 80IAB of the Income Tax Act has to be included in book profits for computing
MAT liability. Infosys Limited had calculated its tax liability for current domestic taxes after considering MAT. The excess
tax paid under MAT provisions being over and above normal tax liability has been fully set off against normal tax liabilities
of the subsequent years. Consequently the deferred income tax asset pertaining to MAT credit is zero as of March 31, 2014 and
March 31, 2013. Infosys BPO had calculated its tax liability for current domestic taxes after considering MAT. The excess tax
paid under MAT provisions being over and above normal tax liability is being carried forward and set off against future tax
liabilities computed under normal tax provisions.A deferred income tax asset pertaining to MAT
credit of$3million and $7 million has been recognized on the balance sheet as of March
31, 2014 and March 31, 2013, respectively, which is being carried forward for a period of ten years from the year of
recognition.





With the growth of our business
in SEZ units, we may be required to compute our tax liability under MAT in future years as the tax liability under normal tax
provisions may be lower as compared to MAT tax liability.



We, as an Indian resident, are
required to pay taxes in India on the entire global income in accordance with the provisions of Section 5 of the Indian Income
Tax Act, 1961, which is reflected as domestic taxes. The geographical segment disclosures on revenue
in note 2.19.2 of Item 18 of this Annual Report are based on the location of customers and do not reflect the geographies where
the actual delivery or revenue-related efforts occur.The income on which domestic taxes are imposed are not restricted
to the income generated from the “India” geographic segment. As such, amounts applicable
to domestic income taxes and foreign income taxes will not necessarily correlate to the proportion of revenue generated from India
and other geographical segments.



Results of Operations



The following table sets forth certain
financial information as a percentage of revenues:



|                               | Fiscal 2014 | Fiscal 2013 | Fiscal 2012
|------------------------------ | ----------- | ----------- | -----------
|Revenues                       | 100.0%      | 100.0%      | 100.0%     
|Cost of sales                  | 64.2%       | 62.7%       | 58.9%      
|Gross profit                   | 35.8%       | 37.3%       | 41.1%      
|Operating expenses:            |             |             |            
|Selling and marketing expenses | 5.2%        | 5.0%        | 5.2%       
|Administrative expenses        | 6.6%        | 6.5%        | 7.1%       
|Total operating expenses       | 11.8%       | 11.5%       | 12.3%      
|Operating profit               | 24.0%       | 25.8%       | 28.8%      
|Other income, net              | 5.3%        | 5.8%        | 5.7%       
|Profit before income taxes     | 29.3%       | 31.6%       | 34.5%      
|Income tax expense             | 8.1%        | 8.3%        | 9.9%       
|Net profit                     | 21.2%       | 23.3%       | 24.6%      



Results for Fiscal 2014 compared to
Fiscal 2013



Revenues



The following table sets forth the growth
in our revenues in fiscal 2014 from fiscal 2013:

(Dollars in millions)

|         | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|-------- | ----------- | ----------- | ------ | -----------------
|Revenues | $8,249      | $7,398      | $851   | 11.5%            





The increase in revenues was attributable
to an increase in volumes from most of the segments and also as a result of the impact of full year consolidation of Infosys Lodestone
in Fiscal 2014 as compared to five months in Fiscal 2013.







During fiscal 2014, we reorganized segments
to strengthen our focus on growing existing client relationships and increasing market share through service differentiation and
operational agility. Consequent to this internal reorganization, there were changes effected in the reportable business segments
based on the "management approach" as defined in IFRS 8, Operating Segments.







Business segments of the Company are
primarily enterprises in Financial Services and Insurance (FSI), Manufacturing (MFG), Energy & utilities, Communication and
Services (ECS), Retail, Consumer packaged goods and Logistics (RCL), Life Sciences and Healthcare (LSH) and Growth Markets (GMU)
sectors. Consequent to the above change in the composition of reportable business segments, the prior year comparatives have been
restated. (Refer to Note 2.19, Segment reporting, of Item 18 of this Annual Report).





The following table sets forth
our revenues by business segments for fiscal 2014 and fiscal 2013:



|Business Segments                                    | Percentage of Revenues
|---------------------------------------------------- | ----------------------
|                                                     | Fiscal 2014           
|Financial Services and Insurance (FSI)               | 29.3%                 
|Manufacturing (MFG)                                  | 21.6%                 
|Energy & utilities, Communication and Services (ECS) | 15.8%                 
|Retail, Consumer packaged goods and Logistics (RCL)  | 16.7%                 
|Life Sciences and Healthcare (LSH)                   | 6.8%                  
|Growth Markets (GMU)                                 | 9.8%                  



There were
significant currency movements during fiscal 2014, the U.S. dollar appreciated by 9.7% against the Australian dollar and depreciated
by 1.3% and 4.7% against the United Kingdom Pound Sterling and Euro, respectively.



Had the average exchange rate between
various currencies and the U.S. dollar remained constant, during fiscal 2014 in comparison to fiscal 2013, our revenues in constant
currency terms for fiscal 2014 would have been higher by $67 million at $8,316 million as against our reported revenues of $8,249
million, resulting in a growth of 12.4% as against a reported growth of 11.5%.





The following table sets forth our business
segment profit (revenues less identifiable operating expenses and allocated expenses) as a percentage of business segment revenue
for fiscal 2014 and fiscal 2013 (refer to Note 2.19.1 under Item 18 of this Annual Report):





|Business Segments                                        | Fiscal 2014 | Fiscal 2013
|-------------------------------------------------------- | ----------- | -----------
|Financial services and insurance (FSI)                   | 29.6%       | 31.1%      
|Manufacturing (MFG)                                      | 22.6%       | 25.5%      
|Energy & utilities, Communication and Services
    (ECS) | 28.6%       | 27.4%      
|Retail, Consumer packaged goods and Logistics (RCL)      | 26.5%       | 30.0%      
|Life Sciences and Healthcare (LSH)                       | 22.1%       | 27.2%      
|Growth Markets (GMU)                                     | 28.0%       | 28.0%      





The segment profitability has primarily
declined due to compensation increases given to offshore and onsite employees during the last 12 months, adverse cross currency
movements and the impact of full year consolidation of Infosys Lodestone at lower margins. The segment profitability has also declined
due to a charge of $35 million (including legal costs) towards a settlement agreement in visa related matters. Further, the decline
in profitability for our MFG and LSH segments is also attributable to higher revenue mix from Infosys Lodestone. LSH profitability
was additionally impacted on account of lower profitability in certain large projects. During fiscal 2013, contingency loss provisions
were booked on certain large complex system integration projects for the ECS segment.





Our revenues are also segmented into
onsite and offshore revenues. The table below sets forth the percentage of our revenues by location for fiscal 2014 and fiscal
2013:



|         | Percentage of revenues
|-------- | ----------------------
|         | Fiscal 2014           
|Onsite   | 52.0%                 
|Offshore | 48.0%                 



The services performed onsite typically
generate higher revenues per-capita, but at lower gross margins in percentage as compared to the services performed at our own
facilities in India. The table below sets forth details of billable hours expended for onsite and offshore for fiscal 2014 and
fiscal 2013:



|         | Fiscal 2014 | Fiscal 2013
|-------- | ----------- | -----------
|Onsite   | 25.2%       | 24.8%      
|Offshore | 74.8%       | 75.2%      



Revenues from services represented 96.4%
of total revenues for fiscal 2014 as compared to 96.0% for fiscal 2013. Sales of our software products represented 3.6% of our
total revenues for fiscal 2014 as compared to 4.0% for fiscal 2013.



The following table sets forth the revenues
from fixed-price, fixed-timeframe contracts and time-and-materials contracts as a percentage of services revenues for fiscal 2014
and fiscal 2013:



|                                       | Percentage of total services revenues
|-------------------------------------- | -------------------------------------
|                                       | Fiscal 2014                          
|Fixed-price, fixed-timeframe contracts | 40.8%                                
|Time-and-materials contracts           | 59.2%                                





The following table sets forth the utilization
rates of billable employees for IT services professionals:





|                   | Fiscal 2014 | Fiscal 2013
|------------------ | ----------- | -----------
|Including trainees | 72.3%       | 67.0%      
|Excluding trainees | 76.4%       | 70.7%      



The following table sets forth our revenues
by geographic segments for fiscal 2014 and fiscal 2013:



|Geographic Segments | Percentage of revenues
|------------------- | ----------------------
|                    | Fiscal 2014           
|North America       | 60.7%                 
|Europe              | 24.4%                 
|India               | 2.6%                  
|Rest of the World   | 12.3%                 





The increase in revenue in Europe is
primarily on account of the impact of full year consolidation of Infosys Lodestone. A focus of our growth strategy is to expand
our business to parts of the world outside North America to diversify our revenues.







The following table sets forth our geographic
segment profit (revenues less identifiable operating expenses and allocated expenses) as a percentage of geographic segment revenue
for fiscal 2014 and fiscal 2013 (refer to Note 2.19.2 under Item 18 of this Annual Report):





|Geographic Segments | Fiscal 2014 | Fiscal 2013
|------------------- | ----------- | -----------
|North America       | 26.0%       | 28.7%      
|Europe              | 25.4%       | 28.0%      
|India               | 27.3%       | 18.2%      
|Rest of the World   | 32.7%       | 31.2%      





The segment profitability has declined
in most of the geographical segments due to compensation increases given to offshore and onsite employees during the last 12 months.
Further, the segment profitability for North America has also declined due to provision of $35 million pertaining to a settlement
agreement in visa related matters. Refer to Note 2.20 under Item 18 of this Annual Report. The decrease in profitability in Europe
is primarily on account of the impact of full year consolidation of Infosys Lodestone with lower margins. During fiscal 2013 contingency
loss provisions were booked on certain large complex system integration projects for India geography.





During fiscal 2014, the total billed person-months for our services other than business process management
grew by 10.5% compared to fiscal 2013. The onsite and offshore billed person-months for our services other than business process
management grew by 11.0% and 10.3%, respectively during fiscal 2014.During fiscal 2014, there was a 0.4% decrease in offshore revenue productivity, and a 2.1% increase in the onsite revenue productivity
when compared to fiscal 2013. On a blended basis, the revenue productivity increased by 1.2% during fiscal 2014 when compared to
fiscal 2013.



Cost of sales



The following table sets forth our cost
of sales for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                            | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Cost of sales               | $5,292      | $4,637      | $655   | 14.1%            
|As a percentage of revenues | 64.2%       | 62.7%       |        |                  



(Dollars in millions)

|                                                                                                              | Fiscal 2014 | Fiscal 2013 | Change
|------------------------------------------------------------------------------------------------------------- | ----------- | ----------- | ------
|Employee benefit costs                                                                                        | $4,222      | $3,697      | $525  
|Deferred purchase price
    pertaining to acquisition (Refer to Note 2.3 under Item 18 of this Annual Report) | 31          | 10          | 21    
|Depreciation and amortization                                                                                 | 226         | 207         | 19    
|Travelling costs                                                                                              | 225         | 217         | 8     
|Cost of technical sub-contractors                                                                             | 322         | 268         | 54    
|Cost of Software packages for own use                                                                         | 128         | 115         | 13    
|Third party items bought for service delivery to clients                                                      | 32          | 27          | 5     
|Operating lease payments                                                                                      | 35          | 28          | 7     
|Communication costs                                                                                           | 26          | 23          | 3     
|Repairs and maintenance                                                                                       | 18          | 15          | 3     
|Consumables                                                                                                   | 5           | 5           | –     
|Provision for post-sales client support                                                                       | 8           | 15          | (7)   
|Other expenses                                                                                                | 14          | 10          | 4     
|Total                                                                                                         | $5,292      | $4,637      | $655  





The increase in cost of sales during
fiscal 2014 from fiscal 2013 was attributable primarily to an increase in our employee benefit costs, depreciation, cost of technical
sub-contractors and cost of software packages for own use. The increase in employee benefit costs during fiscal 2014 from fiscal
2013 was primarily due to compensation increases given to employees during the last 12 months, the impact of full year consolidation
of Infosys Lodestone and an increase in the number of employees. The increase in depreciation is on account of higher depreciable
asset base in fiscal 2014 as compared to fiscal 2013.The increase in cost of technical sub-contractors was due to increased engagement
to meet certain skill requirements in large projects. The increase in cost of software packages for own use was due to increase
in software bought for internal use.





Gross profit



The following table sets forth our gross
profit for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                            | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Gross profit                | $2,957      | $2,761      | $196   | 7.1%             
|As a percentage of revenues | 35.8%       | 37.3%       |        |                  



The decrease in gross profit as
a percentage of revenue during fiscal 2014 from fiscal 2013 was attributable to an increase in cost
of sales as a percentage of revenue, during the same period.



Selling and marketing expenses



The following table sets forth our selling
and marketing expenses for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                               | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|------------------------------ | ----------- | ----------- | ------ | -----------------
|Selling and marketing expenses | $431        | $373        | $58    | 15.5%            
|As a percentage of revenues    | 5.2%        | 5.0%        |        |                  



(Dollars in millions)

|                                     | Fiscal 2014 | Fiscal 2013 | Change
|------------------------------------ | ----------- | ----------- | ------
|Employee benefit costs               | $356        | $294        | $62   
|Travelling costs                     | 32          | 33          | (1)   
|Branding and marketing               | 22          | 25          | (3)   
|Operating lease payments             | 7           | 6           | 1     
|Commission                           | 6           | 6           | –     
|Consultancy and professional charges | 3           | 4           | (1)   
|Communication costs                  | 4           | 4           | –     
|Other expenses                       | 1           | 1           | –     
|Total                                | $431        | $373        | $58   



The increase in selling and marketing
expenses during fiscal 2014 from fiscal 2013 was attributable primarily to an increase in employee benefit
costs on account of compensation increases given to sales and marketing personnel during the last 12 months.



Administrative expenses



The following table sets forth our administrative
expenses for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                            | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Administrative expenses     | $547        | $479        | $68    | 14.2%            
|As a percentage of revenues | 6.6%        | 6.5%        |        |                  



(Dollars in millions)

|                                          | Fiscal 2014 | Fiscal 2013 | Change
|----------------------------------------- | ----------- | ----------- | ------
|Employee benefit costs                    | $168        | $148        | $20   
|Consultancy and professional charges      | 80          | 89          | (9)   
|Repairs and maintenance                   | 77          | 73          | 4     
|Power and fuel                            | 36          | 39          | (3)   
|Communication costs                       | 42          | 39          | 3     
|Travelling costs                          | 23          | 28          | (5)   
|Rates and taxes                           | 17          | 15          | 2     
|Operating lease payments                  | 11          | 11          | –     
|Insurance charges                         | 9           | 8           | 1     
|Postage and courier                       | 6           | 3           | 3     
|Printing and stationery                   | 3           | 2           | 1     
|Provisions for doubtful trade receivables | 23          | 7           | 16    
|Consumables                               | –           | 1           | (1)   
|Donations                                 | 2           | 2           | –     
|Other expenses                            | 50          | 14          | 36    
|Total                                     | $547        | $479        | $68   





The increase in administrative expenses
for fiscal 2014 compared to fiscal 2013 was primarily due to to an increase in employee benefit costs,
provision for doubtful trade receivables and other expenses, partially offset by a decrease in consultancy and professional charges.
The increase in employee benefit costs during fiscal 2014 from fiscal 2013 was due to compensation increases given to employees
during the last 12 months. The increase in provision for doubtful trade receivables was based on the management’s estimation
on the collectability of the receivables. Other expenses for fiscal 2014 include a charge of $35 million (including legal costs)
towards a settlement agreement in visa related matters. Refer to Note 2.20 under Item 18 of this Annual Report.





Operating profit



The following table sets forth our operating
profit for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                            | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Operating profit            | $1,979      | $1,909      | $70    | 3.7%             
|As a percentage of revenues | 24.0%       | 25.8%       |        |                  



The decrease in operating profit as a
percentage of revenues for fiscal 2014 from fiscal 2013 was attributable to a decline of 1.5% in gross
profit as a percentage of revenue, a 0.2% increase in selling and marketing expenses as a percentage of revenue and a 0.1% increase
in administrative expenses as a percentage of revenue.



Other income



The following table sets forth our other
income for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                  | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|----------------- | ----------- | ----------- | ------ | -----------------
|Other income, net | $440        | $433        | $7     | 1.6%             





Other income for fiscal 2014
primarily includes interest income on deposits and certificates of deposit of $356 million, income from available-for-sale
financial assets of $37 million, foreign exchange gain of $78 million on translation of other assets and liabilities,
partially offset by a foreign exchange loss of $40 million on forward and options contracts.





Other income for fiscal 2013
primarily includes interest income on deposits and certificates of deposit of $329 million, income from available-for-sale
financial assets of $42 million, foreign exchange gain of $33 million on translation of other assets and liabilities, and a
foreign exchange gain of $15 million on forward and options contracts.





The increase in interest income, including
income from available-for-sale financial assets, for fiscal 2014 over fiscal 2013 is primarily on account of an increase in investible
surplus.







We generate substantially all of our
revenues in foreign currencies, particularly the U.S. dollar, the United Kingdom Pound Sterling, Euro and the Australian dollar,
whereas we incur a significant portion of our expenses in Indian rupees. The exchange rate between the Indian rupee and the U.S.
dollar has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our
operations are adversely affected as the Indian rupee appreciates against the U.S. dollar. Foreign exchange gains and losses arise
from the depreciation and appreciation of the Indian rupee against other currencies in which we transact business and from foreign
exchange forward and option contracts.





The following table sets forth the currency
in which our revenues for fiscal 2014 and fiscal 2013 were denominated:



|Currency                      | Percentage of Revenues
|----------------------------- | ----------------------
|                              | Fiscal 2014           
|U.S. dollar                   | 68.8%                 
|United Kingdom Pound Sterling | 5.9%                  
|Euro                          | 10.3%                 
|Australian dollar             | 7.9%                  
|Others                        | 7.1%                  



The following table sets forth information
on the foreign exchange rates in rupees per U.S. dollar, United Kingdom Pound Sterling, Euro and Australian dollar for fiscal 2014
and fiscal 2013:



|                                         | Fiscal 2014 () | Fiscal 2013 () | Appreciation / (Depreciation)  in percentage
|---------------------------------------- | -------------- | -------------- | --------------------------------------------
|Average exchange rate during the period: |                |                |                                             
|U.S. dollar                              | 60.75          | 54.54          | (11.4)%                                     
|United Kingdom Pound Sterling            | 97.00          | 86.14          | (12.6)%                                     
|Euro                                     | 81.77          | 70.34          | (16.2)%                                     
|Australian dollar                        | 56.28          | 56.24          | (0.1)%                                      



|                                                                                                                   | Fiscal 2014() | Fiscal 2013()
|------------------------------------------------------------------------------------------------------------------ | ------------- | -------------
|Exchange rate at the beginning of the period:
    (a)                                                              |               |              
|U.S. dollar                                                                                                        | 54.29         | 50.88        
|United Kingdom Pound Sterling                                                                                      | 82.23         | 81.46        
|Euro                                                                                                               | 69.50         | 67.87        
|Australian dollar                                                                                                  | 56.63         | 52.91        
|Exchange rate at the end of the period: (b)                                                                        |               |              
|U.S. dollar                                                                                                        | 59.92         | 54.29        
|United Kingdom Pound Sterling                                                                                      | 99.77         | 82.23        
|Euro                                                                                                               | 82.69         | 69.50        
|Australian dollar                                                                                                  | 55.30         | 56.63        
|Appreciation / (Depreciation) of the Indian rupee
    against the relevant currency: ((b) / (a) - as a percentage) |               |              
|U.S. dollar                                                                                                        | (10.4)%       | (6.7)%       
|United Kingdom Pound Sterling                                                                                      | (21.3)%       | (0.9)%       
|Euro                                                                                                               | (19.0)%       | (2.4)%       
|Australian dollar                                                                                                  | 2.3%          | (7.0)%       



The following table sets forth information
on the foreign exchange rates in U.S. dollar per United Kingdom Pound Sterling, Euro and Australian dollar for fiscal 2014 and
fiscal 2013:



|                                         | Fiscal 2014 ($) | Fiscal 2013 ($) | Appreciation / (Depreciation)in percentage
|---------------------------------------- | --------------- | --------------- | ------------------------------------------
|Average exchange rate during the period: |                 |                 |                                           
|United Kingdom Pound Sterling            | 1.60            | 1.58            | (1.3)%                                    
|Euro                                     | 1.35            | 1.29            | (4.7)%                                    
|Australian dollar                        | 0.93            | 1.03            | 9.7%                                      



|                                                                                                               | Fiscal 2014 ($) | Fiscal 2013 ($)
|-------------------------------------------------------------------------------------------------------------- | --------------- | ---------------
|Exchange rate at the beginning of the period: (a)                                                              |                 |                
|United Kingdom Pound Sterling                                                                                  | 1.51            | 1.60           
|Euro                                                                                                           | 1.28            | 1.33           
|Australian dollars                                                                                             | 1.04            | 1.04           
|Exchange rate at the end of the period: (b)                                                                    |                 |                
|United Kingdom Pound Sterling                                                                                  | 1.67            | 1.51           
|Euro                                                                                                           | 1.38            | 1.28           
|Australian dollar                                                                                              | 0.92            | 1.04           
|Appreciation / (Depreciation) of U.S. dollar
    against the relevant currency:  ((b) / (a) - as a percentage) |                 |                
|United Kingdom Pound Sterling                                                                                  | (10.6)%         | 5.6%           
|Euro                                                                                                           | (7.8)%          | 3.8%           
|Australian dollar                                                                                              | 11.5%           | –              





For fiscal 2014 and fiscal 2013, every
percentage point depreciation / appreciation in the exchange rate between the Indian rupee and the U.S. dollar has affected our incremental
operating margins by approximately 0.48% and 0.40%, respectively. The exchange rate between the Indian rupee and the U.S. dollar
has fluctuated substantially in recent years and may continue to do so in the future. We are unable to predict the impact that
future fluctuations may have on our operating margins.





We
have recorded alossof $40 million and gain of $15 million for fiscal 2014 and fiscal 2013,
respectively, on account of foreign exchange forward and option contracts, which are included in foreign currency exchange gains /
losses. Our accounting policy requires us to mark to market and recognize the effect in statement of comprehensive income immediately
of any derivative that is either not designated as a hedge, or is so designated but is ineffective as per IAS 39.



Income tax expense



The following table sets forth our income
tax expense and effective tax rate for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                   | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|------------------ | ----------- | ----------- | ------ | -----------------
|Income tax expense | $668        | $617        | $51    | 8.3%             
|Effective tax rate | 27.6%       | 26.3%       |        |                  





Our effective tax rate for fiscal 2014
was 27.6% compared to 26.3% for fiscal 2013. The increase in the effective tax rate to 27.6% for fiscal
2014 was mainly due to the increase in the statutory tax rate from 32.45% to 33.99% in India, an increase in non-deductible expenses,
a decrease in exempt non-operating income and an increase in overseas taxes, partially offset by an increase in revenue from SEZ.
(Refer to Note 2.16 under Item 18 of this Annual Report for a reconciliation of the income tax provision to the amount computed
by applying the statutory income tax rate to the income before income taxes).





Net profit



The following table sets forth our net
profit for fiscal 2014 and fiscal 2013:

(Dollars in millions)

|                            | Fiscal 2014 | Fiscal 2013 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Net profit                  | $1,751      | $1,725      | $26    | 1.5%             
|As a percentage of revenues | 21.2%       | 23.3%       |        |                  





The decrease in net profit
as a percentage of revenues for fiscal 2014 as compared to fiscal 2013 was primarily attributable to a 1.8% decrease in operating
profit as a percentage of revenues.







Results for Fiscal 2013 compared to
Fiscal 2012



During fiscal 2014, we reorganized segments
to strengthen our focus on growing existing client relationships and increasing market share through service differentiation and
operational agility. Consequent to this internal reorganization, there were changes effected in the reportable business segments
based on the "management approach" as defined in IFRS 8, Operating Segments.





Business segments of the Company are
primarily enterprises in Financial Services and Insurance (FSI), Manufacturing (MFG), Energy & utilities, Communication and
Services (ECS), Retail, Consumer packaged goods and Logistics (RCL), Life Sciences and Healthcare (LSH) and Growth Markets (GMU)
sectors. Consequent to the above change in the composition of reportable business segments, the prior year comparatives have been
restated. (Refer to Note 2.19 Segment reporting of Item 18 of this Annual Report).





Revenues



The following table sets forth the growth
in our revenues in fiscal 2013 from fiscal 2012:

(Dollars in millions)

|         | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|-------- | ----------- | ----------- | ------ | -----------------
|Revenues | $7,398      | $6,994      | $404   | 5.8%             





Revenues increased across most of the
segments of our business. The increase in revenues was attributable primarily to an increase in business from existing clients,
particularly in industries such as manufacturing (MFG), retail, consumer packaged goods and logistics (RCL), life sciences and
healthcare (LSH) and growth markets (GMU) and also as a result of the addition of clients from the Infosys Lodestone acquisition.





The following table sets forth our revenues
by business segments for fiscal 2013 and fiscal 2012:



|Business Segments                                        | Percentage of Revenues
|-------------------------------------------------------- | ----------------------
|                                                         | Fiscal 2013           
|Financial services and insurance (FSI)                   | 30.3%                 
|Manufacturing (MFG)                                      | 20.7%                 
|Energy & Utilities, Communication and services
    (ECS) | 15.9%                 
|Retail, Consumer packaged goods and Logistics (RCL)      | 17.0%                 
|Life Sciences and Healthcare (LSH)                       | 5.9%                  
|Growth Markets (GMU)                                     | 10.2%                 



During fiscal 2013, the U.S. dollar appreciated
against a majority of the currencies in which we transact business. The U.S. dollar appreciated by 5.6% and 3.8% against the United
Kingdom Pound Sterling and Euro, respectively.



There were significant currency movements
during fiscal 2013. Had the average exchange rate between each of these currencies and the U.S. dollar remained constant, during
fiscal 2013 in comparison to fiscal 2012, our revenues in constant currency terms for fiscal 2013 would have been higher by $67
million at $7,465 million as against our reported revenues of $7,398 million, resulting in a growth of 6.7% as against a reported
growth of 5.8%.





The following table sets forth our business
segment profit (revenues less identifiable operating expenses and allocated expenses) as a percentage of business segment revenue
for fiscal 2013 and fiscal 2012 (refer to Note 2.19.1 under Item 18 of this Annual Report):





|Business Segments                                   | Fiscal 2013 | Fiscal 2012
|--------------------------------------------------- | ----------- | -----------
|Financial services and insurance (FSI)              | 31.1%       | 33.0%      
|Manufacturing (MFG)                                 | 25.5%       | 29.6%      
|Energy &Utilities, Communication and services (ECS) | 27.4%       | 31.1%      
|Retail, Consumer packaged goods and Logistics (RCL) | 30.0%       | 32.5%      
|Life Sciences and Healthcare (LSH)                  | 27.2%       | 29.0%      
|Growth Markets (GMU)                                | 28.0%       | 32.0%      



Our revenues are also segmented into
onsite and offshore revenues. Onsite revenues are for those services which are performed at client sites or at our Development
Centres outside India, as part of software projects, while offshore revenues are for services which are performed at our software
Development Centers located in India. The table below sets forth the percentage of our revenues by location for fiscal 2013 and
fiscal 2012:



|         | Percentage of revenues
|-------- | ----------------------
|         | Fiscal 2013           
|Onsite   | 51.0%                 
|Offshore | 49.0%                 



The services performed onsite typically
generate higher revenues per-capita, but at lower gross margins in percentage as compared to the services performed at our own
facilities in India. The table below sets forth details of billable hours expended for onsite and offshore for fiscal 2013 and
fiscal 2012:



|         | Fiscal 2013 | Fiscal 2012
|-------- | ----------- | -----------
|Onsite   | 24.8%       | 25.0%      
|Offshore | 75.2%       | 75.0%      



Revenues from services represented 96.0%
of total revenues for fiscal 2013 as compared to 95.4% for fiscal 2012. Sales of our software products represented 4.0% of our
total revenues for fiscal 2013 as compared to 4.6% for fiscal 2012.



The following table sets forth the revenues
from fixed-price, fixed-timeframe contracts and time-and-materials contracts as a percentage of services revenues for fiscal 2013
and fiscal 2012:



|                                       | Percentage of total services revenues
|-------------------------------------- | -------------------------------------
|                                       | Fiscal 2013                          
|Fixed-price, fixed-timeframe contracts | 40.0%                                
|Time-and-materials contracts           | 60.0%                                





The following table sets forth the utilization
rates of billable employees for IT services professionals:





|                   | Fiscal 2013 | Fiscal 2012
|------------------ | ----------- | -----------
|Including trainees | 67.0%       | 66.9%      
|Excluding trainees | 70.7%       | 74.1%      



The following table sets forth our revenues
by geographic segments for fiscal 2013 and fiscal 2012:



|                    | Percentage of revenues
|------------------- | ----------------------
|Geographic Segments | Fiscal 2013           
|North America       | 62.2%                 
|Europe              | 23.1%                 
|India               | 2.1%                  
|Rest of the World   | 12.6%                 



A focus of our growth strategy is to
expand our business to parts of the world outside North America, including Europe, Australia and other parts of Asia, as we expect
that increases in the proportion of revenues generated from customers outside of North America would enable us to diversify our
revenues.





The following table sets forth our geographic
segment profit (revenues less identifiable operating expenses and allocated expenses) as a percentage of geographic segment revenue
for fiscal 2013 and fiscal 2012 (refer to Note 2.19.2 under Item 18 of this Annual Report):





|Geographic Segments | Fiscal 2013 | Fiscal 2012
|------------------- | ----------- | -----------
|North America       | 28.7%       | 31.3%      
|Europe              | 28.0%       | 30.5%      
|India               | 18.2%       | 27.7%      
|Rest of the World   | 31.2%       | 35.8%      



The decline in geographic segment profit
as a percentage of geographic segment revenue in the Indian geographic segment during fiscal 2013 as compared to fiscal 2012 was
primarily due to the operational costs incurred in connection with certain projects including costs related to software application
products.





During fiscal 2013, the total billed
person-months for our services other than business process management grew by 8.8% compared to fiscal 2012. The onsite and offshore
billed person-months growth for our services other than business process management were 9.2% and 8.6%, respectively during fiscal
2013 compared to fiscal 2012. During fiscal 2013, there was a 4.8% decrease in offshore revenue productivity, and a 1.6% decrease
in the onsite revenue productivity when compared to fiscal 2012. On a blended basis, the revenue productivity decreased by 3.0%
during fiscal 2013 when compared to fiscal 2012.





Cost of sales



The following table sets forth our cost
of sales for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                            | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Cost of sales               | $4,637      | $4,118      | $519   | 12.6%            
|As a percentage of revenues | 62.7%       | 58.9%       |        |                  



(Dollars in millions)

|                                                                                                              | Fiscal 2013 | Fiscal 2012 | Change
|------------------------------------------------------------------------------------------------------------- | ----------- | ----------- | ------
|Employee benefit costs                                                                                        | $3,697      | $3,377      | $320  
|Deferred purchase price pertaining to acquisition
    (Refer to Note 2.3 under Item 18 of this Annual Report) | 10          | –           | 10    
|Depreciation and amortization                                                                                 | 207         | 195         | 12    
|Travelling costs                                                                                              | 217         | 164         | 53    
|Cost of technical sub-contractors                                                                             | 268         | 160         | 108   
|Cost of Software packages for own use                                                                         | 115         | 101         | 14    
|Third party items bought for service delivery to clients                                                      | 27          | 34          | (7)   
|Operating lease payments                                                                                      | 28          | 26          | 2     
|Communication costs                                                                                           | 23          | 19          | 4     
|Repairs and maintenance                                                                                       | 15          | 13          | 2     
|Consumables                                                                                                   | 5           | –           | 5     
|Provision for post-sales client support                                                                       | 15          | 13          | 2     
|Other expense                                                                                                 | 10          | 16          | (6)   
|Total                                                                                                         | $4,637      | $4,118      | $519  



The increase in cost of sales as a percentage
of revenues during fiscal 2013 from fiscal 2012 was attributable primarily to an increase in our employee benefit costs, cost of
technical sub-contractors, travelling and communication costs, partially offset by a reduction in third party items bought for
service delivery to clients. The increase in employee benefit costs during fiscal 2013 from fiscal 2012 was due to increase in
billed person-months for our services other than business process management which grew by 8.8%, partially offset by curtailment
gain recorded during fiscal 2013 on account of the company aligning the gratuity entitlement of certain employees prospectively
to the Payment of Gratuity Act. The increase in cost of technical sub-contractors was due to increased engagement of technical
sub-contractors to meet certain skill requirement in large projects. The increase in travelling and communication costs during
fiscal 2013 from fiscal 2012 was due to an overall increase in the volume of our business.



Gross profit



The following table sets forth our gross
profit for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                            | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Gross profit                | $2,761      | $2,876      | $(115) | (4.0)%           
|As a percentage of revenues | 37.3%       | 41.1%       |        |                  



The decrease in gross profit
during fiscal 2013 from fiscal 2012 was attributable to a 3.8% increase in cost of sales as a percentage of revenue.



Selling
and marketing expenses





The following table sets forth our selling
and marketing expenses for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                               | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|------------------------------ | ----------- | ----------- | ------ | -----------------
|Selling and marketing expenses | $373        | $366        | $7     | 1.9%             
|As a percentage of revenues    | 5.0%        | 5.2%        |        |                  



(Dollars in millions)

|                                     | Fiscal 2013 | Fiscal 2012 | Change
|------------------------------------ | ----------- | ----------- | ------
|Employee benefit costs               | $294        | $283        | $11   
|Travelling costs                     | 33          | 37          | (4)   
|Branding and marketing               | 25          | 25          | –     
|Operating lease payments             | 6           | 5           | 1     
|Commission                           | 6           | 6           | –     
|Consultancy and professional charges | 4           | 5           | (1)   
|Communication costs                  | 4           | 4           | –     
|Other expenses                       | 1           | 1           | –     
|Total                                | $373        | $366        | $7    



The increase in selling and marketing
expenses during fiscal 2013 from fiscal 2012 was primarily attributable to an increase in employee benefit costs as a result of
increase in the number of sales and marketing personnel.



Administrative expenses



The following table sets forth our administrative
expenses for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                            | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Administrative expenses     | $479        | $497        | $(18)  | (3.6)%           
|As a percentage of revenues | 6.5%        | 7.1%        |        |                  



(Dollars in millions)

|                                          | Fiscal 2013 | Fiscal 2012 | Change
|----------------------------------------- | ----------- | ----------- | ------
|Employee benefit costs                    | $148        | $155        | $(7)  
|Consultancy and professional charges      | 89          | 94          | (5)   
|Repairs and maintenance                   | 73          | 76          | (3)   
|Power and fuel                            | 39          | 38          | 1     
|Communication costs                       | 39          | 34          | 5     
|Travelling costs                          | 28          | 32          | (4)   
|Rates and taxes                           | 15          | 13          | 2     
|Operating lease payments                  | 11          | 9           | 2     
|Insurance charges                         | 8           | 8           | –     
|Postage and courier                       | 3           | 3           | –     
|Printing and stationery                   | 2           | 3           | (1)   
|Provisions for doubtful trade receivables | 7           | 14          | (7)   
|Consumables                               | 1           | –           | 1     
|Donations                                 | 2           | –           | 2     
|Other expenses                            | 14          | 18          | (4)   
|Total                                     | $479        | $497        | $(18) 



The decrease in administrative expenses
for fiscal 2013 compared to fiscal 2012 was primarily due to a decrease in employee benefit costs, consultancy and professional
charges and provisions for doubtful trade receivables, partially offset by increase in communication costs. The decrease in provision
for doubtful trade receivables was based on the management’s estimation on the collectability of the receivables.



Operating profit



The following table sets forth our operating
profit for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                            | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Operating profit            | $1,909      | $2,013      | $(104) | (5.2)%           
|As a percentage of revenues | 25.8%       | 28.8%       |        |                  



The decrease in operating profit as a percentage of revenues
for fiscal 2013 from fiscal 2012 was attributable to a 3.8% decrease in gross profit as a percentage of revenue, partially offset
by a 0.2% decrease in selling and marketing expenses and 0.6% decrease in administrative expenses.



Other income



The following table sets forth our other
income for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                  | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|----------------- | ----------- | ----------- | ------ | -----------------
|Other income, net | $433        | $397        | $36    | 9.1%             





Other income for fiscal 2013 primarily
includes interest income on deposits and certificates of deposit of $329 million, foreign exchange gain of $33 million on translation
of other assets and liabilities, income from available-for-sale financial assets of $42 million and a foreign exchange gain of
$15 million on forward and options contracts. Other income for fiscal 2012 primarily includes interest income on deposits and certificates
of deposit of $374 million, foreign exchange gain of $70 million on translation of other assets and liabilities, and income from
available-for-sale financial assets of $6 million partially offset by a foreign exchange loss of $57 million on forward and options
contracts.







We generate substantially all of our
revenues in foreign currencies, particularly the U.S. dollar, the United Kingdom Pound Sterling, Euro and the Australian dollar,
whereas we incur a significant portion of our expenses in Indian rupees. The exchange rate between the Indian rupee and the U.S.
dollar has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our
operations are adversely affected as the Indian rupee appreciates against the U.S. dollar. Foreign exchange gains and losses arise
from the appreciation and depreciation of the Indian rupee against other currencies in which we transact business and from foreign
exchange forward and option contracts.





The following table sets forth the currency
in which our revenues for fiscal 2013 and fiscal 2012 were denominated:



|Currency                      | Percentage of Revenues
|----------------------------- | ----------------------
|                              | Fiscal 2013           
|U.S. dollar                   | 70.6%                 
|United Kingdom Pound Sterling | 6.4%                  
|Euro                          | 8.8%                  
|Australian dollar             | 8.3%                  
|Others                        | 5.9%                  



The following table sets forth information
on the foreign exchange rates in rupees per U.S. dollar, United Kingdom Pound Sterling, Euro and Australian dollar for fiscal 2013
and fiscal 2012:



|                                         | Fiscal 2013() | Fiscal 2012() | Appreciation / (Depreciation)in percentage
|---------------------------------------- | ------------- | ------------- | ------------------------------------------
|Average exchange rate during the period: |               |               |                                           
|U.S. dollar                              | 54.54         | 48.10         | (13.4)%                                   
|United Kingdom Pound Sterling            | 86.14         | 76.79         | (12.2)%                                   
|Euro                                     | 70.34         | 66.28         | (6.1)%                                    
|Australian dollar                        | 56.24         | 50.33         | (11.7)%                                   





|                                                                                                                              | Fiscal
2013() | Fiscal
2012()
|----------------------------------------------------------------------------------------------------------------------------- | ------------- | -------------
|Exchange rate at the beginning of the period:
    (a)                                                                         |               |              
|U.S. dollar                                                                                                                   | 50.88         | 44.60        
|United Kingdom Pound Sterling                                                                                                 | 81.46         | 71.80        
|Euro                                                                                                                          | 67.87         | 63.38        
|Australian dollar                                                                                                             | 52.91         | 46.11        
|Exchange rate at the end of the period: (b)                                                                                   |               |              
|U.S. dollar                                                                                                                   | 54.29         | 50.88        
|United Kingdom Pound Sterling                                                                                                 | 82.23         | 81.46        
|Euro                                                                                                                          | 69.50         | 67.87        
|Australian dollar                                                                                                             | 56.63         | 52.91        
|Appreciation / (Depreciation) of the rupee against
    the relevant currency during the period: ((b) / (a) - as a percentage) |               |              
|U.S. dollar                                                                                                                   | (6.7)%        | (14.1)%      
|United Kingdom Pound Sterling                                                                                                 | (0.9)%        | (13.5)%      
|Euro                                                                                                                          | (2.4)%        | (7.1)%       
|Australian dollar                                                                                                             | (7.0)%        | (14.7)%      



The following table sets forth information
on the foreign exchange rates in U.S. dollar per United Kingdom Pound Sterling, Euro and Australian dollar for fiscal 2013 and
fiscal 2012:



|                                         | Fiscal 2013 ($) | Fiscal 2012 ($) | Appreciation / (Depreciation)in percentage
|---------------------------------------- | --------------- | --------------- | ------------------------------------------
|Average exchange rate during the period: |                 |                 |                                           
|United Kingdom Pound Sterling            | 1.58            | 1.60            | 1.3%                                      
|Euro                                     | 1.29            | 1.38            | 6.5%                                      
|Australian dollar                        | 1.03            | 1.05            | 1.9%                                      



|                                                                                                             | Fiscal 2013 ($) | Fiscal 2012 ($)
|------------------------------------------------------------------------------------------------------------ | --------------- | ---------------
|Exchange rate at the beginning of the period:
    (a)                                                        |                 |                
|United Kingdom Pound Sterling                                                                                | 1.60            | 1.61           
|Euro                                                                                                         | 1.33            | 1.42           
|Australian dollar                                                                                            | 1.04            | 1.03           
|Exchange rate at the end of the period: (b)                                                                  |                 |                
|United Kingdom Pound Sterling                                                                                | 1.51            | 1.60           
|Euro                                                                                                         | 1.28            | 1.33           
|Australian dollar                                                                                            | 1.04            | 1.04           
|Appreciation / (Depreciation) of U.S. dollar
    against the relevant currency ((b) / (a) - as a percentage) |                 |                
|United Kingdom Pound Sterling                                                                                | 5.6%            | 0.6%           
|Euro                                                                                                         | 3.8%            | 6.3%           
|Australian dollar                                                                                            | –               | (1.0)%         





For fiscal 2013, every percentage point
depreciation / appreciation in the exchange rate between the Indian rupee and the U.S. dollar has affected our incremental operating
margins by approximately 0.40%. The exchange rate between the Indian rupee and the U.S. dollar has fluctuated substantially in
recent years and may continue to do so in the future. We are unable to predict the impact that future fluctuations may have on
our operating margins.





We have recorded
againof $15 million and a loss of $57 million for fiscal 2013 and fiscal 2012, respectively,
on account of foreign exchange forward and option contracts, which are included in foreign currency exchange gains /  losses. Our
accounting policy requires us to mark to market and recognize the effect in profit immediately of any derivative that is either
not designated as a hedge, or is so designated but is ineffective as per IAS 39.



Income tax expense



The following table sets forth our income
tax expense and effective tax rate for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                   | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|------------------ | ----------- | ----------- | ------ | -----------------
|Income tax expense | $617        | $694        | $(77)  | (11.1)%          
|Effective tax rate | 26.3%       | 28.8%       |        |                  





The
decrease in the effective tax rate to 26.3% for fiscal 2013 was mainly due to reduction in taxes on dividend received from subsidiary,deduction on eligible research and development expense based on the approval received from Department of Scientific and
Industrial Research (DSIR) for Finacle and Infosys Labs, reduction in branch profit tax expense and increase in exempt non-operating
income.The weighted tax deduction on research and development expense is equal to 200% of such
expenditures incurred during fiscal 2013. (Refer to Note 2.16 of Item 18 of this Annual Report for a reconciliation of the income
tax provision to the amount computed by applying the statutory income tax rate to the income before income taxes).



Net profit



The following table sets forth our net
profit for fiscal 2013 and fiscal 2012:

(Dollars in millions)

|                            | Fiscal 2013 | Fiscal 2012 | Change | Percentage Change
|--------------------------- | ----------- | ----------- | ------ | -----------------
|Net profit                  | $1,725      | $1,716      | $9     | 0.5%             
|As a percentage of revenues | 23.3%       | 24.5%       |        |                  



The decrease in net profit as a percentage
of revenues for fiscal 2013 from fiscal 2012 was attributable to a 3.0% decrease in operating profit as a percentage of revenue
partially offset by a decrease of 2.5% in our effective tax rate and an increase of 9.1% in other income.





Sensitivity analysis for significant
defined benefit plans for Fiscal 2014 over Fiscal 2013

In accordance with the Payment of Gratuity
Act, 1972, we provide for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees. The Gratuity
Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount
based on the respective employee's salary and the tenure of employment.





The company has adopted Revised IAS 19 with
effect from April 1, 2013. The impact on account of the revision in accounting policy is a reduction in retained earnings by $6
million and an increase in other comprehensive income by $9 million. The reduction in retained earnings by $6 million includes
a write back of unamortized negative past service cost of $3 million. Refer to Note 2.11.1 under Item 18 of this Annual Report
on Form 20-F.





The following table sets forth the defined
benefit obligation and fair value of plan assets as of March 31, 2014 and March 31, 2013:

(Dollars in millions)

|                                     | As
    of     
|------------------------------------ | --------------
|                                     | March 31, 2014
|Benefit obligations at the end       | $118          
|Fair value of plan assets at the end | $120          
|Funded status                        | $2            



Refer to Note 2.11.1 under Item 18 of
this Annual Report on Form 20-F for disclosures on assumptions used, basis of determination of assumptions and sensitivity analysis
for significant actuarial assumptions.



Liquidity and capital resources



In 1993, we raised approximately $4.4
million in gross aggregate proceeds from our initial public offering of equity shares in India. In 1994, we raised an additional
$7.7 million through private placements of our equity shares with foreign institutional investors, mutual funds, Indian domestic
financial institutions and corporations. On March 11, 1999, we raised $70.4 million in gross aggregate proceeds from our initial
public offering of ADSs in the United States. Our growth in recent years has been financed largely by cash generated from operations.







As of March
31, 2014, 2013 and 2012, we had $5,656 million, $5,347 million and $5,008 million in working capital, respectively. The working
capital as of March 31, 2014, includes $4,331 million in cash and cash equivalents, $367 million in available-for-sale financial
assets and $143 million in investments in certificates of deposit. The working capital as of March 31, 2013, includes $4,021 million
in cash and cash equivalents and $320 million in available-for-sale financial assets. The working capital as of March 31, 2012,
includes $4,047 million in cash and cash equivalents, $6 million in available-for-sale financial assets and $68 million in investments
in certificates of deposit.Available-for-sale financial
assets include investments in mutual fund units. Certificates of deposit represent funds deposited at a bank or other eligible
financial institution for a specified time period. We have no outstanding bank borrowings. We believe that our current working
capital is sufficient to meet our requirements for the next 12 months. We believe that a sustained reduction in IT spending, a
longer sales cycle, or a continued economic downturn in any of the various geographic locations or business segments in which we
operate, could result in a decline in our revenue and negatively impact our liquidity and cash resources.









Our principal sources of liquidity are
cash and cash equivalents and the cash flow that we generate from operations. Our cash and cash equivalents
are comprised of deposits with banks and corporations with high credit-ratings assigned by international and domestic credit-rating
agencies which can be withdrawn at any point of time without prior notice or penalty on principal. Cash and cash equivalents are
primarily held in Indian Rupees.These cash and cash equivalents included a restricted cash balance of $53 million, $56
million and $52 million as of March 31, 2014, 2013 and 2012, respectively. These restrictions are primarily on account of unclaimed
dividends, bank balances held as margin money deposit and cash balances held by irrevocable trusts controlled by us. Our investments
in available for sale financial assets comprising mutual fund units, quoted debt securities and certificate of deposits are also
high credit-rated by domestic agencies.







In summary, our cash flows were:

(Dollars in millions)

|                                                   | Fiscal 2014 | Fiscal 2013 | Fiscal 2012
|-------------------------------------------------- | ----------- | ----------- | -----------
|Net cash provided by operating activities          | $2,003      | $1,738      | $1,681     
|Net cash provided / (used) in investing activities | ($823)      | ($927)      | ($429)     
|Net cash (used) in financing activities            | ($519)      | ($583)      | ($500)     



Net cash provided by operations consisted
primarily of net profit adjusted for depreciation and amortization, deferred purchase price, deferred taxes and income taxes, income
on investment and changes in working capital.



Trade receivables increased by $209 million,
$181 million and $247 million during fiscal 2014, 2013 and 2012, respectively. Trade receivables as a percentage of last 12 months
revenues were 16.9%, 17.6% and 16.5% as of March 31, 2014, 2013 and 2012, respectively. Days sales outstanding on the basis of
last 12 months revenues were 62 days, 64 days and 60 days as of March 31, 2014, 2013 and 2012, respectively.





Prepayments and other assets have increased
primarily on account of increase in deposits with corporations to settle certain employee- related obligation as and when they
arise and increase in withholding taxes primarily consisting of input tax credits.





Increase in other liabilities and provisions
is primarily on account of increase in accrued expenses to employees towards salaries and bonuses; increase in withholding taxes;
increase in employee benefit obligations due to compensation increase, changes in compensation structure and increase in leave
balances as well as increase in provisions for post sales client support.





There was an increase in income taxes
paid during fiscal 2014 by $35 million, as compared to a decrease of $53 million in fiscal 2013 and an increase of $29 million
in fiscal 2012.





We expect to contribute $18 million to
our gratuity trusts during fiscal 2015 (refer to note 2.11.1 under Item 18 of this Annual Report on Form 20-F). We believe that
our current working capital is sufficient to meet our gratuity obligations.







Net cash used in investing activities
relating to our business acquisitions for fiscal 2014, 2013 and 2012 was Nil, $213 million and $41 million, respectively. Net cash
used in investing activities, relating to acquisition of additional property, plant and equipment for fiscal 2014, 2013 and 2012
was $451 million, $382 million and $301 million, respectively for our software Development Centers. During fiscal 2014, we invested
$3,731 million in liquid mutual funds, $154 million in quoted debt securities, $37 million in deposits with corporations, $24 million
in fixed maturity plan securities, $210 million in certificates of deposit and redeemed liquid mutual funds of $3,681 million and
$74 million of certificates of deposit. During fiscal 2013, we invested $4,029 million in liquid mutual fund units, $45 million
in deposits with corporations, $69 million in quoted debt securities and redeemed liquid mutual funds of $3,716 million and $67
million of certificates of deposit. During fiscal 2012, we invested $1,247 million in liquid mutual funds, $75 million in certificates
of deposit and $23 million in deposits with corporations and redeemed liquid mutual funds of $1,245 million and $31 million of
certificates of deposit. The proceeds realized from the redemption of available-for-sale financial assets were used in our day
to day business activities.







On January 4, 2012,Infosys BPO
acquired 100% of the voting interests in Portland Group Pty. Ltd., a strategic sourcing and category management services provider
based in Australia. This business acquisition was conducted by entering into a share sale agreement for cash consideration of $41
million. The entire amount was paid by March 31, 2012.



On October 22, 2012, we acquired 100%
of the voting interests in Lodestone Holding AG, a global management consultancy firm headquartered in Zurich, Switzerland. The
business acquisition was conducted by entering into a share purchase agreement for cash consideration of $219 million and additional
consideration of up to $112 million, which we refer to as deferred purchase price, payable to the selling shareholders of Lodestone
Holding AG who are continuously employed or otherwise engaged by us or our subsidiaries during the three year period following
the date of the acquisition.



Previously, we provided various loans
to employees including car loans, home loans, personal computer loans, telephone loans, medical loans, marriage loans, personal
loans, salary advances, education loans and loans for rental deposits. These loans were provided primarily to employees in India
who were not executive officers or directors. Housing and car loans were available only to middle level managers, senior managers
and non-executive officers. These loans were generally collateralized against the assets of the loan and the terms of the loans
ranged from 1 to 100 months.



We have discontinued fresh disbursements
under all of these loan schemes except for personal loans and salary advances which we continue to provide primarily to employees
in India who are not executive officers or directors.



The annual rates of interest for these
loans vary between 0% and 4%. Loans and advances aggregating $41 million, $41 million and $33 million were outstanding as of March
31, 2014, 2013 and 2012, respectively.



The timing of required repayments / recovery
of employee loans and advances outstanding as of March 31, 2014 are as detailed below:

(Dollars in millions)

|12 months ending March 31, | Repayment
|-------------------------- | ---------
|2015                       | $35      
|2016                       | 6        
|                           | $41      



Net cash used in financing activities
for fiscal 2014 was $519 million, which comprised dividend payments of $519 million, including dividend tax. Net
cash used in financing activities for fiscal 2013 was $583 million, which was comprised primarily of dividend payments of $568
million, including dividend tax. Net cash used in financing activities for fiscal 2012 was $500 million, which was comprised primarily
of dividend payments of $501 million, including dividend tax, partially offset by $1 million of proceeds received from the issuance
of 78,442 equity shares on exercise of share options by employees.





The Board of Directors, in their meeting
on April 15, 2014, proposed a final dividend of 43.00 per
equity share (approximately $0.72 per equity share). The proposal is subject to the approval of shareholders at the Annual General
Meeting to be held on June 14, 2014, and if approved, would result in a cash outflow of approximately $482 million, inclusive of
corporate dividend tax. Our earlier policy was to pay a dividend of up to 30% of post-tax profits. The Board has decided to increase
the dividend pay-out ratio to up to 40% of post-tax profits effective fiscal 2014.





As of March 31, 2014, we had contractual
commitments for capital expenditure of $227 million, as compared to $312 million and $205 million of contractual commitments as
of March 31, 2013 and 2012, respectively. These commitments include $129 million in commitments for domestic purchases as of March
31, 2014, as compared to $192 million and $164 million as of March 31, 2013 and 2012, respectively, and $98 million in commitments
for imports of hardware, supplies and services to support our operations generally as of March 31, 2014, as compared to $120 million
and $41 million as of March 31, 2013 and 2012, respectively. All our capital commitments will be financed out of cash generated
from operations. We expect our outstanding contractual commitments as of March 31, 2014 to be significantly completed in fiscal
2015.





Quantitative and Qualitative Disclosures
about Market Risk



General



Market risk is attributable to all market
sensitive financial instruments including foreign currency receivables and payables. The value of a financial instrument may change
as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market
changes that affect market risk sensitive instruments.



Our exposure to market risk is a function
of our revenue generating activities and any future borrowing activities in foreign currency. The objective of market risk management
is to avoid excessive exposure of our earnings and equity to loss. Most of our exposure to market risk arises out of our foreign
currency trade receivables.



We have chosen alternative 1 provided
by Item 11 of Form 20-F to disclose quantitative information about market risk. All the required information under alternative
1 has been either included in components of market risk as given below or in note 2.7 under Item 18 of this Annual Report and such
information has been incorporated herein by reference.



The following table provides the cross
references to notes under Item 18 of this Annual Report which contains disclosures required under alternative 1 of Item 11 of Form
20-F.



|Sl. No. | Requirements of Alternative 1 of Item 11                                                                         | Cross reference to notes in the financial statements for instruments held for trading (Derivative financial instruments)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Cross reference to notes in the financial statements for instruments other than for trading purposes (All other financial instruments)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ---------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.      | Fair values of market risk sensitive instruments                                                                 | Table: The carrying value and fair value of financial instruments by categories under Note 2.7, Financial Instruments, of Item 18 of this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Table: The carrying value and fair value of financial instruments by categories under Note 2.7, Financial Instruments, of Item 18 of this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.      | Contract terms to determine future cash flows, categorized by expected maturity terms                            | Section: Derivative Financial Instruments under Note 2.7, Financial Instruments, of Item 18 of this Annual Report describing the terms of forward and options contracts and the table depicting the relevant maturity groupings based on the remaining period as of March 31, 2014 and March 31, 2013.
                                                                                We have provided the outstanding contract amounts in Note 2.7, Financial Instruments, of Item 18 of this Annual Report, table giving details in respect of outstanding foreign exchange forward and option contracts. | Current Financial Assets: The expected maturity of these assets falls within one year, hence no additional disclosures are required. Non Current Financial Assets:Prepayments and Other Assets - Primarily consist of deposit held with corporation to settle certain employee-related obligations as and when they arise during the normal course of business, rental deposits and security deposits with service providers. Consequently, the period of maturity could not be estimated. (Refer to Note 2.4, Prepayments and Other Assets, of Item 18 of this Annual Report). Hence we have not made any additional disclosures for the maturity of non-current financial assets. Financial Liabilities: Refer to Section “Liquidity Risk” under Note 2.7 of Item 18 of this Annual Report, table containing the details regarding the contractual maturities of significant financial liabilities as of March 31, 2014 and March 31, 2013.
|3.      | Contract terms to determine cash flows for each of the next five years and aggregate amount for remaining years. | Same table as above however as all our forward and option contracts mature between 1-12 months, we do not require further classification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Refer to Section “Liquidity Risk” under Note 2.7 of Item 18 of this Annual Report, table containing the details regarding the contractual maturities of significant financial liabilities as of March 31, 2014 and March 31, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.      | Categorization of market risk sensitive instruments                                                              | We have categorized the forwards and option contracts based on the currency in which the forwards and option contracts were denominated in accordance with instruction to Item 11(a) 2 B (v). Refer to section entitled: Derivative Financial Instruments under Note 2.7, Financial Instruments, of Item 18 of this Annual Report; table giving details in respect of outstanding foreign exchange forward and option contracts.                                                                                                                                                                             | We have categorized the financial assets and financial liabilities based on the currency in which the financial instruments were denominated in accordance with instruction to Item 11(a) 2 B (v). Refer to section entitled: Financial Risk Management under Note 2.7, Financial Instruments, under Item 18 of this Annual Report; table analyzing the foreign currency risk from financial instruments as of March 31, 2014 and March 31, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.      | Descriptions and assumptions to understand the above disclosures                                                 | All the tables given under Note 2.7, Financial Instruments, under Item 18 of this Annual Report have explanatory headings and the necessary details to understand the information contained in the tables.                                                                                                                                                                                                                                                                                                                                                                                                   | All the tables given under Note 2.7, Financial Instruments, under Item 18 of this Annual Report have explanatory headings and the necessary details to understand the information contained in the tables.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



Risk Management Procedures



We manage market risk through treasury
operations. Our treasury operations' objectives and policies are approved by senior management and our Audit Committee. The activities
of treasury operations include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing
strategies, if any, and ensuring compliance with market risk limits and policies.



Components of Market Risk



(1)Exchange rate
risk. Our exposure to market risk arises principally from exchange rate risk. Even though our functional currency is the Indian
rupee, we generate a major portion of our revenues in foreign currencies, particularly the U.S. dollar, the United Kingdom Pound
Sterling, Euro and the Australian dollar, whereas we incur a significant portion of our expenses in Indian rupees. The exchange
rate between the Indian rupee and the U.S. dollar has changed substantially in recent years and may fluctuate substantially in
the future. Consequently, the results of our operations are adversely affected as the Indian rupee appreciates against the U.S.
dollar. For fiscal 2014, 2013 and 2012, U.S. dollar denominated revenues represented 68.8%, 70.6% and 71.7% of total revenues,
respectively. For the same periods, revenues denominated in United Kingdom Pound Sterling represented 5.9%, 6.4% and 6.8% of total
revenues, revenues denominated in the Euro represented 10.3%, 8.8% and 7.7% of total revenues while revenues denominated in the
Australian dollar represented 7.9%, 8.3% and 7.6% of total revenues. Our exchange rate risk primarily arises from our foreign
currency revenues, receivables and payables.







We use derivative financial instruments
such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures.
The counterparty for these contracts is generally a bank.





Asof March 31, 2014, we had outstanding forward contracts of $751 million, Euro 64 million, United Kingdom Pound Sterling 77 million
and Australian dollar 75 million and option contracts of $20 million. As of March 31, 2013, we had outstanding forward contracts
of $851 million, Euro 62 million, United Kingdom Pound Sterling 65 million and Australian dollar 70 million. As of March 31, 2012,
we had outstanding forward contracts of $729 million, Euro 51 million, United Kingdom Pound Sterling 35 million and Australian
dollar 24 million and option contracts of $50 million. The forward contracts typically mature within one to 12 months, must
be settled on the day of maturity and may be cancelled subject to the payment of any gains or losses in the difference between
the contract exchange rate and the market exchange rate on the date of cancellation. We use these derivative instruments only as
a hedging mechanism and not for speculative purposes. We may not purchase adequate instruments to insulate ourselves from foreign
exchange currency risks. In addition, any such instruments may not perform adequately as a hedging mechanism. The policies of the
Reserve Bank of India may change from time to time which may limit our ability to hedge our foreign currency exposures adequately.
We may, in the future, adopt more active hedging policies, and have done so in the past.



(2) Fair
value.The fair value of our market rate risk sensitive instruments approximates their carrying value.



Recent Accounting Pronouncements



IFRS 9 Financial Instruments:
In November 2009, the International Accounting Standards Board issued IFRS 9, Financial Instruments: Recognition and Measurement,
to reduce the complexity of the current rules on financial instruments as mandated in IAS 39. IFRS 9 has fewer classification and
measurement categories as compared to IAS 39 and has eliminated the categories of held to maturity, available for sale and loans
and receivables. Further it eliminates the rule-based requirement of segregating embedded derivatives and tainting rules pertaining
to held to maturity investments. For an investment in an equity instrument which is not held for trading, IFRS 9 permits an irrevocable
election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment
in other comprehensive income. No amount recognized in other comprehensive income would ever be reclassified to profit or loss.
IFRS 9, was further amended in October 2010, and such amendment introduced requirements on accounting for financial liabilities.
This amendment addresses the issue of volatility in the profit or loss due to changes in the fair value of an entity’s own
debt. It requires the entity, which chooses to measure a liability at fair value, to present the portion of the fair value change
attributable to the entity’s own credit risk in the other comprehensive income. The effective date for companies to adopt
IFRS 9 has not yet been determined. The company is currently evaluating the requirements of IFRS 9, and has not yet determined
the impact on the consolidated financial statements.



Amendments to IAS 32 Offsetting Financial
Assets and Financial Liabilities:



In December 2011, the International Accounting
Standards Board issued amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities. The amendments clarify that:



|– | an entity currently has a legally enforceable right to set-off if that right is                                  
|- | -----------------------------------------------------------------------------------------------------------------
|  | –                                                                                                                
|  | –                                                                                                                
|– | gross settlement is equivalent to net settlement if and only if the gross settlement mechanism has features that:
|  | –                                                                                                                
|  | –                                                                                                                





The group is required to adopt amendments
to IAS 32 by accounting year commencing April 1, 2014. The group has evaluated the requirements of IAS 32 amendments and these
requirements are not expected to have a material impact on the consolidated financial statements.





CriticalAccounting Policies



We consider
the policies discussed below to be critical to an understanding of our financial statements as their application places the most
significant demands on management's judgment, with financial reporting results relying on estimation about the effect of matters
that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs.
For all of these policies, future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.



Estimates



We prepare financial statements in conformity
with IFRS, which requires us to make estimates, judgments and assumptions. These estimates, judgements and assumptions affect the
application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Application
of accounting policies which require critical accounting estimates involving complex and subjective judgments and the use of assumptions
in the consolidated financial statements have been disclosed below. However, accounting estimates could change from period to period
and actual results could differ from those estimates. Appropriate changes in estimates are made as and when we become aware of
changes in circumstances surrounding the estimates. Changes in estimates are reflected in the period in which changes are made
and, if material, their effects are disclosed in the notes to the consolidated financial statements.



a. Revenue recognition



We use the percentage-of-completion method
in accounting for fixed-price contracts. Use of the percentage-of-completion method requires us to estimate the efforts or costs
expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended have been used to measure
progress towards completion as there is a direct relationship between input and productivity. Provisions for estimated losses,
if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the expected contract
estimates at the reporting date.



b.Income taxes



Our two major tax jurisdictions are India
and the U.S., though we also file tax returns in other foreign jurisdictions. Significant judgments are involved in determining
the provision for income taxes, including the amount expected to be paid / recovered for uncertain tax positions.



c. Business combinations and Intangible
assets



Our business combinations are accounted
for using IFRS 3 (Revised), Business Combinations. IFRS 3 requires us to fair value identifiable intangible assets and contingent
consideration to ascertain the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. Significant
estimates are required to be made in determining the value of contingent consideration and intangible assets. These valuations
are conducted by independent valuation experts.



Revenue Recognition



We derive our revenues
primarily from software development and related services and the licensing of software products. Arrangements with customers
for software development and related services are either on a fixed-price, fixed-timeframe or on a time-and-material
basis.



We recognize revenue on time-and-material
contracts as the related services are performed. Revenue from the end of the last billing to the balance sheet date is recognized
as unbilled revenues. Revenue from fixed-price, fixed-timeframe contracts, where there is no uncertainty as to measurement or collectability
of consideration, is recognized as per the percentage-of-completion method. When there is uncertainty as to measurement or ultimate
collectability, revenue recognition is postponed until such uncertainty is resolved. Efforts or costs expended have been used to
measure progress towards completion as there is a direct relationship between input and productivity. Provisions for estimated
losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract
estimates. Costs and earnings in excess of billings have been classified as unbilled revenue while billings in excess of costs
and earnings have been classified as unearned revenue.



At the end of every reporting period,
we evaluate each project for estimated revenue and estimated efforts or costs. Any revisions or updates to existing estimates are
made wherever required by obtaining approvals from officers having the requisite authority. Management regularly reviews and evaluates
the status of each contract in progress to estimate the profit or loss. As part of the review, detailed actual efforts or costs
and a realistic estimate of efforts or costs to complete all phases of the project are compared with the details of the original
estimate and the total contract price. To date, we have not had any fixed-price, fixed-timeframe contracts that resulted in a material
loss. We evaluate change orders according to their characteristics and the circumstances in which they occur. If such change orders
are considered by the parties to be a normal element within the original scope of the contract, no change in the contract price
is made. Otherwise, the adjustment to the contract price may be routinely negotiated. Contract revenue and costs are adjusted to
reflect change orders approved by the client and us, regarding both scope and price. Changes are reflected in revenue recognition
only after the change order has been approved by both parties. The same principle is also followed for escalation clauses.



In arrangements for software development
and related services and maintenance services, we have applied the guidance in IAS 18, Revenue, by applying the revenue recognition
criteria for each separately identifiable component of a single transaction. The arrangements generally meet the criteria for considering
software development and related services as separately identifiable components. For allocating the consideration, we have measured
the revenue in respect of each separable component of a transaction at its fair value, in accordance with principles given in IAS
18. The price that is regularly charged for an item when sold separately is the best evidence of its fair value. In cases where
we are unable to establish objective and reliable evidence of fair value for the software development and related services, we
have used a residual method to allocate the arrangement consideration. In these cases the balance consideration after allocating
the fair values of undelivered components of a transaction has been allocated to the delivered components for which specific fair
values do not exist.



License fee revenues have been recognized
when the general revenue recognition criteria given in IAS 18 are met. Arrangements to deliver software products generally have
three components: license, implementation and Annual Technical Services (ATS). We have applied the principles given in IAS 18 to
account for revenues from these multiple element arrangements. Objective and reliable evidence of fair value has been established
for ATS. Objective and reliable evidence of fair value is the price charged when the element is sold separately. When other services
are provided in conjunction with the licensing arrangement and objective and reliable evidence of their fair values have been established,
the revenue from such contracts are allocated to each component of the contract in a manner, whereby revenue is deferred for the
undelivered services and the residual amounts are recognized as revenue for delivered components. In the absence of objective and
reliable evidence of fair value for implementation, the entire arrangement fee for license and implementation is recognized using
the percentage-of-completion method as the implementation is performed. Revenue from client training, support and other services
arising due to the sale of software products is recognized as the services are performed. ATS revenue is recognized rateably over
the period in which the services are rendered.



Advances received for services and products
are reported as client deposits until all conditions for revenue recognition are met.



We account for volume discounts and pricing
incentives to customers by reducing the amount of discount from the amount of revenue recognized at the time of sale. In some arrangements,
the level of discount varies with increases in the levels of revenue transactions. The discounts are passed on to the customer
either as direct payments or as a reduction of payments due from the customer. Further, we recognize discount obligations as a
reduction of revenue based on the rateable allocation of the discount to each of the underlying revenue transactions that result
in progress by the customer toward earning the discount. We recognize the liability based on an estimate of the customer's future
purchases. If it is probable that the criteria for the discount will not be met, or if the amount thereof cannot be estimated reliably,
then discount is not recognized until the payment is probable and the amount can be estimated reliably. We recognize changes in
the estimated amount of obligations for discounts using a cumulative catch-up adjustment. We present revenues net of sales and
value-added taxes in our consolidated statement of comprehensive income.



Income Tax



Our income tax expense comprises current
and deferred income tax and is recognized in net profit in the statement of comprehensive income except to the extent that it relates
to items recognized directly in equity, in which case it is recognized in equity. Current income tax for current and prior periods
is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that
have been enacted or substantively enacted by the balance sheet date. Deferred income tax assets and liabilities are recognized
for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction
that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realized.



Deferred income tax assets and liabilities
are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes
the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that
future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Deferred
income taxes are not provided on the undistributed earnings of subsidiaries and branches outside India where it is expected that
the earnings of the foreign subsidiary or branch will not be distributed in the foreseeable future. We offset current tax assets
and current tax liabilities, where we have a legally enforceable right to set off the recognized amounts and where we intend either
to settle on a net basis, or to realise the asset and settle the liability simultaneously. We offset deferred tax assets and deferred
tax liabilities wherever we have a legally enforceable right to set off current tax assets against current tax liabilities and
where the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority. Tax benefits
of deductions earned on exercise of employee share options in excess of compensation charged to income are credited to share premium.



Business Combinations, Goodwill and
Intangible Assets



Business combinations have been accounted
for using the acquisition method under the provisions of IFRS 3 (Revised), Business Combinations. The cost of an acquisition is
measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date
of acquisition. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the
date of acquisition. Transaction costs that we incur in connection with a business combination such as finders’ fees, legal
fees, due diligence fees, and other professional and consulting fees are expensed as incurred.



Goodwill represents the cost of business
acquisition in excess of our interest in the net fair value of identifiable assets, liabilities and contingent liabilities of the
acquiree. When the net fair value of the identifiable assets, liabilities and contingent liabilities acquired exceed the cost of
the business acquisition, we recognize a gain immediately in net profit in the statement of comprehensive income. Goodwill arising
on the acquisition of a non-controlling interest in a subsidiary represents the excess of the cost of the additional investment
over the fair value of the net assets acquired at the acquisition date and is measured at cost less accumulated impairment losses.



Intangible assets are stated at cost
less accumulated amortization and impairments. They are amortized over their respective individual estimated useful lives on a
straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset
is based on a number of factors including the effects of obsolescence, demand, competition, and other economic factors (such as
the stability of the industry, and known technological advances), and the level of maintenance expenditures required to obtain
the expected future cash flows from the asset.



We expense
research costs as and when the same are incurred. Software product development costs are expensed as incurred unless technical
and commercial feasibility of the project is demonstrated, future economic benefits are probable, we have the intention and ability
to complete and use or sell the software and the costs can be measured reliably. The costs which can be capitalized include the
cost of material, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use. Research
and development costs and software development costs incurred under contractual arrangements with customers are accounted as cost
of sales.



OFF-
BALANCE SHEET ARRANGEMENTS



None.



CONTRACTUAL OBLIGATIONS



Set forth below are our outstanding contractual
obligations as of March 31, 2014.

(Dollars in millions)

|Contractual obligations              | Total  | Less than 1 year | 1-3 years | 3-5 years | More than 5 years
|------------------------------------ | ------ | ---------------- | --------- | --------- | -----------------
|Operating lease obligations          | $185   | $43              | $55       | $39       | $48              
|Purchase obligations                 | 364    | 333              | 28        | 3         | –                
|Other long-term liabilities          | 59     | –                | 59        | –         | –                
|Unrecognized tax benefits            | 356    | –                | –         | –         | –                
|Post retirement benefits obligations | 250    | 21               | 42        | 46        | 141              
|Total                                | $1,214 | $397             | $184      | $88       | $189             



We have various operating leases, mainly
for office buildings, that are renewable on a periodic basis. A majority of our operating lease arrangements extend up to a maximum
of ten years from their respective dates of inception, and relate to rented overseas premises.



Purchase obligation means an agreement
to purchase goods or services that are enforceable and legally binding on the Company that specifies all significant terms, including
fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.



Other long-term liabilities comprises
of liability towards acquisition of business on an undiscounted basis and incentive accruals.



Unrecognized tax benefits relate to liability
towards uncertain tax positions taken in various tax jurisdictions. The period in which these uncertain tax positions will be settled
is not practically determinable.



Post-retirement benefits obligations
are the benefit payments, which are expected to be paid under our gratuity plans.



Item 6. Directors, Senior Management
and Employees



DIRECTORS AND EXECUTIVE OFFICERS



Set forth below are the respective ages
and positions of our directors and executive officers as of the date of this Annual Report on Form 20-F.





|Narayana
    Murthy(1)            | 68 | Executive
    Chairman of the Board                        
|--------------------------------- | -- | -----------------------------------------------------------
|S.
    Gopalakrishnan             | 59 | Executive
    Vice Chairman of the Board                   
|S.
    D. Shibulal (12)           | 59 | Chief
    Executive Officer and Managing Director          
|Srinath
    Batni                 | 59 | Whole-time
    Director                                    
|B.
    G.     Srinivas            | 53 | Whole-time
    Director and President                      
|U.
    B. Pravin Rao (2)          | 53 | Whole-time
    Director and President                      
|Rajiv
    Bansal                  | 41 | Chief
    Financial Officer                                
|Parvatheesam
    K. (3)           | 38 | Chief
    Risk and Compliance Officer and Company Secretary
|Srikantan
    Moorthy             | 51 | Group
    Head - Human Resource Development                
|Kiran Mazumdar-Shaw(4)(8)(10)(12) | 61 | Independent
    Director                                   
|Carol M. Browner (5)              | 59 | Independent
    Director                                   
|Ann M. Fudge (6)                  | 63 | Independent
    Director                                   
|K.
    V. Kamath (7)(8)(9)(12)    | 66 | Lead
    Independent Director                              
|Ravi
    Venkatesan(10)(11)       | 51 | Independent
    Director                                   
|Omkar
    Goswami(9)(10)(11)      | 57 | Independent
    Director                                   
|Jeffrey
    Sean Lehman(7)(9)(11) | 57 | Independent
    Director                                   
|R.
    Seshasayee(7)(8)(10)(12)   | 65 | Independent
    Director                                   







| | (1)  | Appointed as the Member of the Board with effect from June 1, 2013    
| | ---- | ----------------------------------------------------------------------
| | (2)  | Appointed as the Member of the Board with effect from January 10, 2014
| | (3)  | Appointed as the Executive Officer with effect from April 1, 2014     
| | (4)  | Appointed as the Member of the Board with effect from January 10, 2014
| | (5)  | Appointed as the Member of the Board with effect from April 29, 2014  
| | (6)  | Will cease to be a Member of the Board effective June 14, 2014        
| | (7)  | Member of the Audit Committee                                         
| | (8)  | Member of the Nominations and Governance Committee                    
| | (9)  | Member of the Management Development and Compensation Committee       
| | (10) | Member of the Risk Management Committee                               
| | (11) | Member of the Stakeholder Relationship Committee                      
| | (12) | Member of the Corporate Social Responsibility Committee               







Narayana Murthy is the Executive
Chairman of Infosys. He founded Infosys in 1981, served as the CEO and Chairman during 1981 – 2002, Chairman and Chief Mentor
during 2002 – 2011 and as the Chairman Emeritus during August 2011 – May 2013. Under his leadership, Infosys was listed
on NASDAQ in 1999. Mr. Murthy articulated, designed, and implemented the Global Delivery Model, which has become the foundation
for the delivery of IT outsourcing services from India. He has led key corporate governance initiatives in India. He is an IT
advisor to several Asian countries. He serves on the Board of Directors of the Ford Foundation, Rhodes Trust and the UN Foundation.
He has served as a member of the boards of directors of the Hong Kong and Shanghai Banking Corporation, Unilever NV and Unilever
PLC. He has served on the governing boards of Cornell University, the Wharton School at the University of Pennsylvania and the
Graduate School of Business at Stanford University. He has also served as the Chairman of the Indian Institute of Management,
Ahmedabad. Mr. Murthy holds a Bachelor’s degree in electrical engineering from the University
of Mysore and a Master’s degree in technology from the Indian Institute of Technology, Kanpur.





S. Gopalakrishnan
(Kris)is Co-Founder, Member of the Board of Directors, and Executive Vice Chairman. Prior to becoming Executive Vice
Chairman, Kris served as Director (Technical) and his initial responsibilities included the management of design, development,
implementation and support of information systems for clients in the consumer products industry in the U.S. Between 1987 and 1994,
Kris served as the Vice President for Technical Operations of KSA / Infosys, a joint venture between Infosys and KSA located in
Atlanta, U.S. In 1994, he returned to India and was appointed Deputy Managing Director of Infosys. Before becoming the CEO and
Managing Director in July 2007, Kris served as the company's Chief Operating Officer, President, and Joint Managing Director,
responsible for customer services, technology, investments and acquisitions. Kris served as the company’s Executive Co-Chairman
between August 2011 and May 2013. He was re-designated as the Executive Vice Chairman of the Company effective June 1, 2013. Kris
also holds additional responsibility for Infosys BPO and Finacle operations. He is a Trustee of the Infosys Science Foundation,
a not-for-profit trust, set up by Infosys and some members of its Board of Directors, to spread the culture of research mainly
through the Infosys Prize, an annual award across six scientific categories. He has also represented Infosys and the country in
international forums such as: The Indo-US CEO Council; President’s Council of New York Academy of Sciences; and the UNESCO
High-Level Panel on Women’s Empowerment and Gender Equality. Kris was also the Chairman of The Business Action for Sustainable
Development 2012 (BASD), a coalition of international business groups committed to sustainable development. In April 2012, Kris
was appointed as a member of the reconstituted United Nations Global Compact Board for three years. He is also a member of the
China Europe International Business School (CEIBS) International Advisory Board and Fudan University School of Management International
Advisory Board. Kris serves on the Board of Governors at the Indian Institute of Management, Bangalore (IIM-B), and Indian Institute
of Technology, Madras (IIT-M). He is also the Chairman of International Institute of Information Technology, Bangalore (IIIT-B)
and a member of ACM, IEEE, and IEEE Computer Society. He was the immediate past President of the Confederation of Indian
Industry (CII) National Council. Kris holds Master's degrees in physics and computer science from the Indian Institute of Technology,
Madras.





S. D.
Shibulal (Shibu) is Co-Founder, Member of the Board of Directors, Chief Executive Officer and Managing Director of
Infosys and a member of our Corporate Social
Responsibility (“CSR”) Committee. Prior to
becoming Chief Executive Officer and Managing Director, Shibu served as Chief Operating Officer between June 2007 and August
2011. Shibu has also held other senior leadership roles including Head of Worldwide Sales and Customer Delivery, Head of
Infosys Manufacturing and Distribution, and Internet Consulting Practice. As a Co-Founder of the company, he was instrumental
in the development of the Infosys Global Delivery Model. He is a Trustee of the Infosys Science Foundation. Shibu is a member
of the World Economic Forum’s Global Agenda Council on Emerging Multinationals and the Co-chair of the Confederation of
Indian Industries (CII) National Committee on IT, ITES and e-commerce. He is a member of the Board of Trustees and the
Metropolitan College Dean’s Advisory Board of Boston University. He is also a member of the Seoul International
Business Advisory Council (SIBAC). Shibu is also the Chairman of Information & Communication Technology Academy of
Kerala. Shibu holds a Master’s degree in computer science from Boston University, U.S., and a Master’s degree in
physics from the University of Kerala, India.





Srinath
Batniis responsible for Delivery Excellence in the company. Since joining Infosys in June 1992, he has held various
positions from project management to heading a business unit. He is a Director on the Board of Infosys Technologies (China)
Co. Limited, and Infosys Technologies (Shanghai) Company Limited. Srinath is the President of the Board of Trustees (2013) of
the Infosys Science Foundation. He is a member of the Executive Council, NASSCOM since 2005. He is also a member of Infosys
Foundation Trust and Infosys Employees Welfare Trust. Prior to joining Infosys, Srinath was a Project Manager –
Technical Support for a French subsidiary in India since 1990. He was responsible for implementing production and materials
management systems at one of the leading public sector heavy engineering and manufacturing units for almost a decade since
1977. Srinath has a Bachelor’s degree in mechanical engineering from Mysore University, India, and a Master’s
degree in mechanical engineering from the Indian Institute of Science, Bangalore, India.





U. B. Pravin
Rao is responsible for driving growth and differentiation across a portfolio that includes Retail, Consumer Packaged Goods
and Logistics, Life Sciences, Resources and Utilities, Cloud and Mobility, Quality and Productivity, Services, Growth Markets,
and Infosys Labs. In addition, he is responsible for Global Delivery and Service Innovation. Pravin is also Director of the Infosys
Leadership Institute (ILI) globally. ILI is responsible for the selection, development, research, and succession of senior and
high-potential leaders. Since joining Infosys in 1986, he has held a number of senior leadership roles such as Head of Infrastructure
Management Services, Delivery Head for Europe, and Head of Retail, Consumer Packaged Goods, Logistics and Life Sciences. Pravin
holds a Bachelor’s degree in electrical engineering from Bangalore University, India.





B. G.
Srinivas (B.G.) heads a portfolio that includes Financial Services, Insurance, Manufacturing, Engineering Services,
Energy and Communications, Infosys Public Services, Strategic Global Sourcing, and Marketing & Alliances. Joining Infosys
in 1999, B.G. was pivotal in setting up the Enterprise Solutions unit, pioneering the Global Delivery Model for high
value-added services like consulting-led package implementation. In 2011, B.G. was appointed Global Head of Financial
Services and Insurance business. He is a frequent speaker at academic institutions such as the London Business School, INSEAD
and Saïd Business School, Oxford. Prior to joining Infosys, B.G. spent 14 years at ABB, where he held several leadership
positions. B.G. holds a Bachelor’s degree in mechanical engineering from Bangalore University, India and has
participated in executive programs at the Wharton School at the University of Pennsylvania and Indian Institute of Management
Ahmedabad (IIM-A), India.





Rajiv Bansalis the Chief Financial Officer of Infosys. His areas of responsibility include Corporate Finance, Business Finance, Risk,
Operations Planning and Assurance, International Taxation, and Mergers and Acquisitions for the whole group. He is also the Chairperson
of Infosys Lodestone. Rajiv has over 18 years of experience and joined Infosys as Manager of Finance in 1999. Prior to becoming
the CFO, Rajiv was Vice President and Head of Finance. As the Head of Finance, his key priorities included supporting the company’s
growth, managing critical finance functions and adhering to regulatory and compliance requirements. Before joining Infosys, Rajiv
worked in different capacities at Tata Technologies, Cable & Wireless and ABB. Rajiv is a Chartered Accountant and Cost Accountant
by profession. He holds a Bachelor’s degree in commerce from Calcutta University, India.





Parvatheesam
K.is the Chief Risk and Compliance Officer and Company Secretary. As the Chief Risk Officer,
Parvatheesam heads the Enterprise Risk Management Function to identify, prioritize, measure, monitor, act and report top
risks facing the corporation so that the business objectives of the corporation are met. As the Chief Compliance
Officer, Parvatheesam is primarily responsible for overseeing and managing the Company’s regulatory compliance. As the
Company Secretary, he is responsible for managing Board procedures and ensuring that the Board is ably equipped with
resources to discharge its fiduciary duties and corporate governance practices. He is the focal point for communication with
the regulatory authorities, the Board, senior management and shareholders. Parvatheesam is a member of the Institute of
Company Secretaries of India. He holds a Bachelor of Commerce (Honors) degree from Sri Sathya Sai Institute of Higher
Learning, a Bachelor of Law degree from Bangalore University, a Master of Business Laws degree from the National Law School
of India University and a Master of Business Administration degree from the Massachusetts Institute of Technology, U.S.



Srikantan Moorthy
(Tan) is the Senior Vice President and Group Head of Human Resource Development (HRD) at Infosys. Prior to taking up this
role in April 2013, Tan was the Group Head of Education & Research (E&R) at Infosys, where his primary responsibility was
talent development through competency building. Before taking up business enablement roles, Tan was heading service delivery for
the telecommunication business at Infosys. Tan has worked in several facets of the business encompassing both strategy and operations
during his career in the professional services industry. Tan is an active representative of Infosys in several professional bodies,
including the Professional Development Committee of ACM (Association for Computing Machinery), NASSCOM (National Association of
Software and Services in India) Education Council and IFEES (International Federation of Engineering Education Societies). In July
2010, Tan was inducted as a founding director of the International Professional Practice Partnership Global Industry Council
(IP3-GIC). Tan holds a Bachelor’s degree in electronics engineering from Bangalore University, India.



K. V. Kamath is the
Lead Independent director at Infosys. He is also the Chairperson of our Nomination and Governance Committee, Chairperson
of our CSR Committee,member of our Audit Committee and Management Development and Compensation Committee. Mr. Kamath
is the non-executive Chairman of the Board of Directors of ICICI Bank Limited, India’s second largest bank. Between
1996 and 2009, he served as Managing Director and Chief Executive Officer of ICICI Bank Limited. Between 1988 and 1996, he
was employed by the Asian Development Bank. He started his career in 1971 at ICICI, an Indian financial institution that
founded ICICI Bank and merged with it in 2002. Mr. Kamath serves as a director on the boards of ICICI Bank Limited and
Schlumberger Limited. Mr. Kamath was awarded the Padma Bhushan, one of India’s highest civilian honors, in 2008. He has
been conferred with numerous other awards including an honorary Ph.D. by the Banaras Hindu University. Mr. Kamath received a
degree in mechanical engineering from Karnataka Regional Engineering College and a Post Graduate Diploma in Business
Management from the Indian Institute of Management, Ahmedabad (IIM-A), India.





Ravi Venkatesan has served
as one of the directors on our Board since April 2011. He is also the Chairperson of our Risk Management Committee and a member
of our Stakeholder RelationshipCommittee. Mr. Venkatesan was the Chairman of Microsoft India
between 2004 and 2011. Prior to joining Microsoft, Mr. Venkatesan worked for over 17 years with Cummins Inc. Mr. Venkatesan is
a member of the Board of Directors of AB Volvo and a member of the Advisory Boards of Harvard Business School and Bunge Inc. Mr.
Venkatesan received a Bachelor of technology in mechanical engineering from the Indian Institute of Technology, Bombay, a Master
of Science in Industrial Engineering from Purdue University and a Master of Business Administration from Harvard University, where
he was a Baker Scholar.





Omkar Goswami has served
as one of the directors on our Board since November 2000. He is also the Chairperson of the Stakeholder
RelationshipCommittee, member of Risk Management Committee and Management Development and Compensation Committee. Dr.
Goswami is the founder and Chairman of CERG Advisory Private Limited. Before that, from 1998 to 2004, Dr. Goswami served as the
Chief Economist to the Confederation of Indian Industries (CII). Between 1997 and 1998, he was the Editor of Business India magazine.
From 1981 to 1996, Mr. Goswami taught and researched economics at Oxford University, Delhi School of Economics, Harvard University,
Tufts University, Jawaharlal Nehru University, Rutgers University and the Indian Statistical Institute. Dr. Goswami also serves
as a director on the boards of Infosys BPO Limited, Ambuja Cements Limited, Cairn India Limited, Crompton Greaves Limited, Dr.
Reddy’s Laboratories Limited, Infrastructure Development and Finance Company Limited, Godrej Consumer Products Limited and
Bajaj Finance Limited. Additionally, during the past five years, Dr. Goswami has served as a director on the boards of SRF Limited
and Sona Koyo Steering Systems Limited. Dr. Goswami received his Master of Arts in Economics from the Delhi School of Economics
and his Doctor of Philosophy in Economics from Oxford University.







Jeffrey Sean Lehman
has served as one of the directors on our Board since April 2006. Mr. Lehman is the Chairperson of our Management Development
and Compensation Committee, member of our Audit Committee and Stakeholder RelationshipCommittee.
He also serves as the Chairman of Infosys Public Services, Inc. Mr. Lehman, Chancellor and founding dean of the Peking
University School of Transnational Law, is also professor of law and former president at Cornell University and a Senior
Scholar at the Woodrow Wilson International Center for Scholars. Mr. Lehman is also an honorary professor at China
Agricultural University and at Xiamen University. Effective July 1, 2012, Mr. Lehman was named the Vice-Chancellor of NYU
Shanghai. Mr. Lehman taught tax law and public policy at the University of Michigan before becoming dean of the University of
Michigan Law School in 1994. During his last two years as dean, he also served as president of the American Law Deans
Association. Prior to entering academia, Mr. Lehman practiced tax law in Washington, D.C. Mr. Lehman received a Bachelor of
Arts in Mathematics from Cornell University and Master of Public Policy and Juris Doctor degrees from the University of
Michigan.





R. Seshasayee has served
as one of the directors on our Board since January 2011. He is the Chairperson and Audit Committee Financial Expert of our Audit
Committee and a member of our CSR Committee, Risk Management Committee and Nomination and Governance
Committee. Mr. Seshasayee is the Executive Vice Chairman of Ashok Leyland Limited. He is also the Executive Vice Chairman
of Hinduja Automotive Limited, UK, the holding company of Ashok Leyland. He was the Managing Director of Ashok Leyland between
1998 and March 2011. He joined Ashok Leyland in 1976. In 1971, he began his career as a Chartered Accountant with Hindustan Lever
Limited. Mr. Seshasayee serves on the boards of Ashok Leyland Limited, Ashley Airways Limited, Ashley Alteams India Limited, Hinduja
Foundries Limited, IndusInd Bank Limited, Hinduja Energy India Limited, Hinduja Leyland Finance Limited and Hinduja National Power
Corporation Limited. Mr. Seshasayee received a Bachelor of Commerce from the University of Madras and is a member of the
Institute of Chartered Accountants of India.





Ann M. Fudge has
served as one of the directors on our Board since October 2011. Ms. Fudge was the Chairman and Chief Executive Officer of
Young & Rubicam Brands from 2003 to 2006. Prior to Young & Rubicam Brands, from 1997 to 2000 Ms. Fudge was President
of Maxwell House Coffee and Post Cereals and from 2000 to 2001. Ms. Fudge served as the President, Beverages, Desserts and
Post Division–a unit of Kraft Foods, Inc. She served on Kraft's Management Committee and has managed many Kraft
businesses. Before joining General Foods, she spent nine years at General Mills, where she began as a Marketing Assistant and
rose to the level of Marketing Director. Ms. Fudge serves on the Board of Directors of General Electric Company, Novartis
International AG, and Unilever. She has also served on the Board of the Federal Reserve Bank of New York, Liz Claiborne,
Inc., Allied Signal, Inc., Honeywell International, Inc., and Marriott International, Inc. Ms. Fudge holds a Bachelor’s
degree from Simmons College and a Masters of Business Administration from Harvard University.



Kiran Mazumdar-Shaw
is the Chairman & Managing Director of Biocon Limited, a biotechnology company based in Bangalore, India. She is a member
of our Nominations and Governance Committee, CSR Committeeand Risk Management Committee.
Ms. Shaw is highly respected in the corporate world and has been named among TIME magazine’s 100 most influential
people in the world. Recently, Economic Times placed her at India Inc.’s top 10 most powerful women CEO for the year
2012. Her pioneering efforts in biotechnology have drawn global recognition both for Indian Industry and Biocon. Ms. Shaw
received a graduate honors degree in Zoology from Bangalore University (1973) and qualified as a Master Brewer from Ballarat
University, Australia (1975). Ms. Shaw has also received many honorary Doctorates in recognition of her pre-eminent
contributions to the field of biotechnology.





Carol M. Browner
serves as a Distinguished Senior Fellow at the Center for American Progress and as Counselor to the Albright Stonebridge
Group. Ms. Browner served as director of the White House Office of Energy and Climate Change Policy in the Obama
administration from 2009 to 2011. Ms. Browner previously served as Administrator of the Environmental Protection Agency (EPA)
during the Clinton administration from 1993 to 2001 and was the longest-serving administrator in the history of the EPA.
Earlier in her career, she worked in the Florida House of Representatives and served as legislative assistant to United
States Senators Lawton Chiles and Al Gore. Ms. Browner serves as director and advisor to several non-profits and private
companies, including as director on the boards of Bunge Limited, Center for American Progress and as chair of the board for
the League of Conservation Voters, as advisor to Harvest Power and Opower, as Commissioner of the Global Oceans Commission.
She graduated from the University of Florida and the University Of Florida College Of Law. Ms. Browner headed the Florida
Department of Environmental Regulation from 1991 to 1993.





COMPENSATION



Our Management Development and Compensation
Committee determines and recommends to the Board the compensation payable to the directors. All Board-level compensation is approved
by shareholders. The annual compensation of the executive directors is approved by the Management Development and Compensation
Committee, within the parameters set by the shareholders at the shareholders meetings. Remuneration of the executive directors
consists of a fixed component, bonus and a variable pay. The Management Development and Compensation Committee makes a half-yearly
appraisal of the performance of the executive  directors based on a detailed performance-related matrix.



We have a variable
compensation structure for all of our employees, except for employees in Job Level 3. The variable compensation is payable
based on individual performance. Our Board aligned the compensation structure of our executive directors in line with that
applicable to all of our other employees. All of our executive directors are entitled to a bonus of up to 20% of their fixed
salary. In addition, all of our executive directors have variable compensation payable on our achievement of certain
financial performance targets. The bonus and variable compensation is payable quarterly or at other intervals as may be
decided by our Board.



In fiscal 2014, our non-executive directors
were paid an aggregate of $1,316,100. Directors are also reimbursed for certain expenses in connection with their attendance at
Board and committee meetings. Executive directors do not receive any additional compensation for their service on the Board.



We operate in numerous countries and
compensation for our officers and employees may vary significantly from country to country. As a general matter, we seek to pay
competitive salaries in all the countries in which we operate.



The table below describes the compensation for
our officers and directors, for the fiscal year ended March 31, 2014.



|Name                                   | Salary ($) | Bonus & Incentive ($) | Other Annual Compensation ($) | Amount accrued for long term benefits ($)
|-------------------------------------- | ---------- | --------------------- | ----------------------------- | -----------------------------------------
|Narayana Murthy                        | –          | –                     | –                             | –                                        
|S. Gopalakrishnan                      | 10,013     | 10,431                | 3,708                         | 1,961                                    
|S. D. Shibulal                         | 10,013     | 10,431                | 3,708                         | 1,961                                    
|Srinath Batni                          | 87,316     | 129,589               | 157,478                       | 16,347                                   
|B. G. Srinivas                         | 844,453    | 281,415               | 154,143                       | –                                        
|U.
    B.     Pravin Rao (1)           | 74,133     | 137,007               | 107,814                       | 14,131                                   
|Ashok
    Vemuri(2)                    | 380,634    | 141,127               | 2,278                         | –                                        
|V.
    Balakrishnan(3)                 | 59,740     | 144,607               | 121,631                       | 11,294                                   
|K. V. Kamath                           | –          | –                     | 272,500                       | –                                        
|Ravi Venkatesan                        | –          | –                     | 135,000                       | –                                        
|Omkar Goswami                          | –          | –                     | 130,000                       | –                                        
|Jeffrey Sean Lehman                    | –          | –                     | 185,000                       | –                                        
|R. Seshasayee                          | –          | –                     | 137,500                       | –                                        
|Ann M. Fudge                           | –          | –                     | 165,000                       | –                                        
|Kiran
    Mazumdar-Shaw(4)             | –          | –                     | 16,450                        | –                                        
|Leo
Puri (5)                           | –          | –                     | 30,500                        | –                                        
|Deepak
    M. Satwalekar (6)           | –          | –                     | 91,650                        | –                                        
|David
    Boyles(7)                    | –          | –                     | 152,500                       | –                                        
|Rajiv Bansal                           | 60,452     | 139,070               | 73,539                        | 11,831                                   
|Srikantan Moorthy                      | 56,772     | 81,347                | 68,479                        | 11,212                                   
|Chandrasekhar Kakal                    | 67,485     | 143,885               | 81,477                        | 13,013                                   
|Nandita Gurjar                         | 60,975     | 165,772               | 73,335                        | 11,919                                   
|Prasad Thrikutam                       | 527,126    | 188,842               | 71,433                        | –                                        
|Sanjay Purohit                         | 52,548     | 92,464                | 63,215                        | 10,502                                   
|Ramadas Kamath U.                      | 61,063     | 131,708               | 74,117                        | 11,944                                   
|Basab
    Pradhan(8)                   | 114,033    | 102,851               | 27,106                        | –                                        
|Ranganath
    M. D. (9)                | 29,742     | 41,170                | 40,039                        | 6,047                                    
|Binod
    H. R.(9)                     | 43,020     | 30,180                | 31,154                        | 8,264                                    
|Nithyanandan
    R. (9)                | 33,818     | 41,815                | 45,660                        | 6,717                                    
|Dheeshjith
    V. G.(10)               | 25,317     | 28,671                | 34,288                        | 4,951                                    
|Muralikrishna
    K.(10)               | 24,052     | 32,289                | 32,528                        | 4,738                                    
|Haragopal
    M.(10)                   | 24,554     | 27,130                | 33,227                        | 4,823                                    
|Ganesh
    Gopalakrishan (10)          | 19,501     | 27,170                | 26,193                        | 3,973                                    
|Manish
    Tandon(10)                  | 51,110     | 35,373                | 25,791                        | 3,773                                    
|Ravi
    Kumar S.(10)                  | 19,381     | 28,515                | 26,026                        | 3,953                                    
|Jackie
    Korhonen(10)                | 274,916    | 124,874               | –                             | 25,430                                   
|Sanjay
    Jalona(10)                  | 187,191    | 94,792                | –                             | –                                        
|Eric
    Paternoster(10)               | 216,113    | 210,163               | 2,654                         | –                                        
|Gautam
    Thakkar(10)                 | 13,026     | 41,327                | 38,676                        | 2,190                                    
|Ronald
    Hafner(10)                  | 374,696    | 107,687               | 86,300                        | –                                        
|Venkata
    Subrahmanyam Goparaju (11) | 7,063      | 44,205                | 9,530                         | 1,497                                    
|Stephen
    R. Pratt(12)               | 847,074    | 1,196,931             | 66,250                        | –                                        



| | (1) | Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Executive
                                                                                                                                        Council
                                                                                                                                        between
                                                                                                                                        April
                                                                                                                                        1,
                                                                                                                                        2013
                                                                                                                                        and
                                                                                                                                        March
                                                                                                                                        31,
                                                                                                                                        2014.
                                                                                                                                        Also,
                                                                                                                                        appointed
                                                                                                                                        as
                                                                                                                                        the
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        effective
                                                                                                                                        January
                                                                                                                                        10,
                                                                                                                                        2014.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Ceased
                                                                                                                                        to
                                                                                                                                        be
                                                                                                                                        a
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        and
                                                                                                                                        Executive
                                                                                                                                        Council
                                                                                                                                        effective
                                                                                                                                        September
                                                                                                                                        12,
                                                                                                                                        2013.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Ceased
                                                                                                                                        to
                                                                                                                                        be
                                                                                                                                        a
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        and
                                                                                                                                        Executive
                                                                                                                                        Council
                                                                                                                                        effective
                                                                                                                                        December
                                                                                                                                        31,
                                                                                                                                        2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Appointed
                                                                                                                                        as
                                                                                                                                        the
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        effective
                                                                                                                                        January
                                                                                                                                        10,
                                                                                                                                        2014.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Appointed
                                                                                                                                        as
                                                                                                                                        the
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        effective
                                                                                                                                        April
                                                                                                                                        11,
                                                                                                                                        2013
                                                                                                                                        and
                                                                                                                                        ceased
                                                                                                                                        to
                                                                                                                                        be
                                                                                                                                        a
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        effective
                                                                                                                                        August
                                                                                                                                        14,
                                                                                                                                        2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Retired
                                                                                                                                        as
                                                                                                                                        a
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        effective
                                                                                                                                        November
                                                                                                                                        13,
                                                                                                                                        2013.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Retired
                                                                                                                                        as
                                                                                                                                        a
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        Board
                                                                                                                                        effective
                                                                                                                                        January
                                                                                                                                        17,
                                                                                                                                        2014.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Ceased
                                                                                                                                        to
                                                                                                                                        be
                                                                                                                                        a
                                                                                                                                        Member
                                                                                                                                        of
                                                                                                                                        Executive
                                                                                                                                        Council
                                                                                                                                        effective
                                                                                                                                        July
                                                                                                                                        12,
                                                                                                                                        2013.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Appointed
                                                                                                                                        as
                                                                                                                                        Members
                                                                                                                                        of
                                                                                                                                        Executive
                                                                                                                                        Council
                                                                                                                                        effective
                                                                                                                                        August
                                                                                                                                        19,
                                                                                                                                        2013.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Appointed
                                                                                                                                         as
                                                                                                                                         Members
                                                                                                                                         of
                                                                                                                                         Executive
                                                                                                                                         Council
                                                                                                                                         effective
                                                                                                                                         November
                                                                                                                                         1,
                                                                                                                                         2013.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Appointed
                                                                                                                                         as
                                                                                                                                         Member
                                                                                                                                         of
                                                                                                                                         Executive
                                                                                                                                         Council
                                                                                                                                         effective
                                                                                                                                         November
                                                                                                                                         1,
                                                                                                                                         2013
                                                                                                                                         and
                                                                                                                                         ceased
                                                                                                                                         to
                                                                                                                                         be
                                                                                                                                         a
                                                                                                                                         Member
                                                                                                                                         of
                                                                                                                                         Executive
                                                                                                                                         Council
                                                                                                                                         effective
                                                                                                                                         December
                                                                                                                                         27,
                                                                                                                                         2013.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (12) | Ceased
                                                                                                                                         to
                                                                                                                                         be
                                                                                                                                         Member
                                                                                                                                         of
                                                                                                                                         Executive
                                                                                                                                         Council
                                                                                                                                         effective
                                                                                                                                         January
                                                                                                                                         31,
                                                                                                                                         2014.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All compensation to directors and officers disclosed
in the table above that was paid in various currencies have been converted, for the purposes of the presentation in such table,
at quarterly average exchange rates.



Option Grants







There were no option grants to our Executive
Chairman, Executive Vice Chairman, Chief Executive Officer or Chief Financial Officer or any other senior executive in the fiscal
years ended March 31, 2014, 2013 and 2012.





Option Exercises and Holdings







Our Executive Chairman, Executive Vice
Chairman, Chief Executive Officer or Chief Financial Officer or any other senior executive did not hold or exercise any options
during the fiscal year ended March 31, 2014.



All executive directors are also liable
to retire by rotation. The term of office of each of the directors is given below:





|Name                        | Date
    when Current Term of Office Began(2) | Expiration / Renewal
    Date of Current Term of Office (3) | Whether Term of Office is subject to retirement by rotation
|--------------------------- | --------------------------------------------- | ----------------------------------------------------------- | -----------------------------------------------------------
|Narayana Murthy             | June 1, 2013                                  | May 31, 2018                                                | Yes                                                        
|S.
    Gopalakrishnan (1)   | August 21, 2011                               | August 20, 2016                                             | Yes                                                        
|B.
    G. Srinivas(1)       | June 11, 2011                                 | June 10, 2016                                               | Yes                                                        
|S. D. Shibulal              | August 21, 2011                               | August 20, 2016                                             | Yes                                                        
|Srinath Batni               | May 27, 2010                                  | May 26, 2015                                                | Yes                                                        
|K. V. Kamath                | June 09, 2012                                 | –                                                           | –                                                          
|Ravi Venkatesan (1)         | June 11, 2011                                 | –                                                           | –                                                          
|Omkar Goswami               | June 15, 2013                                 | –                                                           | –                                                          
|Jeffrey Sean Lehman         | June 9, 2012                                  | –                                                           | –                                                          
|R. Seshasayee               | June 15, 2013                                 | –                                                           | –                                                          
|Ann Fudge (4)               | June 9, 2012                                  | –                                                           | –                                                          
|U.
    B.     Pravin Rao(5) | January 10, 2014                              | –                                                           | Yes                                                        
|Kiran
    Mazumdar-Shaw (5) | January 10, 2014                              | –                                                           | –                                                          
|Carol
    M. Browner(6)     | April 29, 2014                                | –                                                           | –                                                          



| | (1.) | Director who is retiring by rotation in
the ensuing Annual General Meeting scheduled for June 14, 2014 and is seeking re-appointment.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------

| | (2.) | For executive directors, this date is
the date they were appointed as executive directors. For non-executive directors, this date is the date they were appointed / re-appointed
as directors liable to retire by rotation.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3.) | For
executive directors, this date is the date when their current term of appointment as an executive director expires.          
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------
| | (4)  | Ms. Ann M. Fudge retires by rotation at the ensuing AGM scheduled for June 14,
            2014 and does not seek re-appointment.

| | (5.) | Appointed by the Board as additional directors
effective January 10, 2014. Their appointments will come up for shareholder confirmation at the ensuing AGM on June 14, 2014.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6.) | Appointed
                                                                                                     by the Board as additional
                                                                                                     director effective April 29 2014. Ms.
                                                                                                     Browner’s appointment
                                                                                                     will come up for shareholder
                                                                                                     confirmation at the ensuing
                                                                                                     AGM on June 14, 2014.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Employment and Indemnification contracts





Under the Indian Companies Act, our shareholders
must approve the salary, bonus and benefits of all executive directors at a General Meeting of shareholders. Each of our executive
directors has signed an agreement containing the terms and conditions of employment, including a monthly salary, bonus and benefits
including vacation, medical reimbursement and gratuity contributions. There are no benefits payable upon termination of this agreement.
These agreements are made for a five-year period, but either we or the executive director may terminate the agreement upon six
months’ notice or as mutually agreed between the parties. The form of the employment agreement for our executive directors
has been filed previously and is incorporated by reference as an exhibit to this Annual Report on Form 20-F.





We have also entered into agreements
to indemnify our directors and officers for claims brought under U.S. laws to the fullest extent permitted by Indian law. These
agreements, among other things, indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by or in the right of Infosys, arising out of such
person's services as our director or officer. The form of the indemnification agreement for our directors and officers has been
filed previously and is incorporated by reference to this Annual Report on Form 20-F. Other than the indemnification agreements
referred to in this paragraph, we have not entered into any agreements with our non-executive directors.



Board Composition



Our Articles of Association provide that
the minimum number of directors shall be 3 and the maximum number of directors shall be 18. Currently, we have 14 directors, 8
of whom are independent as defined by Rule 303A.02 of the Listed Company Manual of the New York Stock Exchange.



The Companies Act, 2013 require that
at least two-thirds of our executive directors be subject to retirement by rotation. One-third of these directors must retire from
office at each Annual General Meeting of the shareholders. A retiring director is eligible for re-election. Executive directors
are required to retire at the age of 60 in accordance with our India-based employee retirement policies.



Other Board members must retire from
the Board at the age of 65. The age of retirement for independent directors joining the board on or after October 15, 2010, is
70 years.





An independent board chair is permitted to serve in the capacity until the age of 70, and an Executive Chair is permitted to serve until the age of 75 years.





Board Leadership Structure



Executive Chairman of the Board



Our Board leadership comprises an
Executive Chairman, Mr. Narayana Murthy, an Executive Vice Chairman, Mr. S. Gopalakrishnan and a Chief Executive Officer
(CEO) and Managing Director, Mr. S. D. Shibulal. In the current structure, the roles of CEO and Chairman of the Board are
separated.



The Executive Chairman of the Board (Chairman)
is the leader of the Board. As Chairman, he will be responsible for fostering and promoting the integrity of the Board while nurturing
a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. The Chairman is
primarily responsible for ensuring that the Board provides effective governance for the Company. In doing so, the Chairman will
preside at meetings of the Board and at meetings of the shareholders of the Company.



The Chairman will take a lead role in
managing the Board and facilitating communication among directors. The Chairman will be responsible for matters pertaining to governance,
including the organization and composition of the Board, the organization and conduct of Board meetings, effectiveness of the Board,
Board committees and individual directors in fulfilling their responsibilities. The Chairman will provide independent leadership
to the Board, identify guidelines for the conduct and performance of directors, evaluate and manage directors’ performance
and with the assistance of Vice Chairman and the Company Secretary, oversee the management of the Board’s administrative
activities such as meetings, schedules, agendas, communication flow and documentation.



The Chairman will actively work with
the Nominations and Governance Committee to plan the Board and Board committee’s composition, induction of directors
to the Board, plan for director succession, participate in the Board effectiveness evaluation process and meet with individual
directors to provide constructive feedback and advice.





Executive Vice Chairman of the
Board



The Executive Vice Chairman of the Board
(Vice Chairman), will focus on maintaining key client relationships, dealing with broader industry issues, providing global thought
leadership, directing research and innovation, leading transformation initiatives, contributing to strategy and representing the
Company as its brand ambassador. The Vice Chairman will serve as a trusted mentor to the CEO and provide insights and thought leadership
to manage a large and complex organization.



Chief Executive Officer and Managing
Director



The Chief Executive Officer is responsible
for corporate strategy, brand equity, planning, external contacts and all management matters. He is also responsible for achieving
the annual business targets and acquisitions.



Board’s Role in Risk Oversight



Our Board as a whole is responsible for
overall oversight of risk management. The risk management committee, comprising of four independent directors, assists the Board
in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation
of operational, strategic and external risks. The risk management committee reviews the risk management practices in the company.
Our senior management also provides regular reports and updates to the risk management committee and our Board from time to time
on the enterprise risks and actions taken.



Board and Management Changes



On June 1, 2013, the Board
appointed Mr. Narayana Murthy as Executive Chairman with effect from June 1, 2013. Mr.
Basab Pradhan, Senior Vice President - Head of Global Sales, Marketing and Alliances, Member, Executive Council resigned
from the Company, effective July 12, 2013. Mr. Leo Puri, Independent Director, resigned from the Board effective August 14,
2013. Mr. Ranganath D. Mavinakere, Mr. Binod Hampapur Rangadore and Mr. Nithyanandan Radhakrishnan were appointed as Members
of the Executive Council of the Company, effective August 19, 2013. Mr. Ashok Vemuri, Whole-time Director resigned from the
services of the Company effective September 12, 2013. Mr. Dheeshjith V. G., Mr. Eric Paternoster, Mr. Ganesh Gopalakrishnan,
Mr. Gautam Thakkar, Mr. Haragopal Mangipudi, Ms. Jackie Korhonen, Mr. Manish Tandon, Mr. Muralikrishna K., Mr. Ravi Kumar S.,
Mr. Ronald Hafner, Mr. Sanjay Jalona and Mr. Subrahmanyam (Subu) Goparaju were appointed as members of the Executive Council
of the Company, effective November 1, 2013. Mr. Deepak M. Satwalekar, Independent Director, retired from the Board effective
November 13, 2013. Mr. Subrahmanyam Goparaju, Member of Executive Council, resigned from the services of the Company
effective December 27, 2013. Mr. V. Balakrishnan, Whole-time Director resigned from the services of the Company effective
December 31, 2013. On January 3, 2014, Mr. B. G. Srinivas and Mr. U. B. Pravin Rao were appointed as Presidents of the
Company. Mr. David L Boyles, Independent Director retired from the Board effective January 17, 2014. Mr. Stephen Pratt,
Member of the Executive Council resigned from the services of the Company effective January 31, 2014.



The
Executive Council, as a forum, ceased to exist with effect from April 1, 2014. Effective  April 1, 2014, the Company
will have nine executive officers, viz., Mr. Narayana Murthy (Executive Chairman of the Board),
Mr. S. Gopalakrishnan (Co-Founder, Executive Vice Chairman), Mr. S. D. Shibulal (Co-Founder, Chief Executive Officer and
Managing Director), Mr. Srinath Batni (Member of the Board), Mr. U. B.Pravin Rao (President and Member of the Board)
and Mr. B. G. Srinivas (President and Member of the Board), Mr. Rajiv Bansal (Chief Financial Officer), Mr. Parvatheesam K.
(Chief Risk and Compliance Officer and Company Secretary), and Mr. Srikantan Moorthy (Senior
Vice President, Group Head - Human Resource Development). Mr. Chandrashekar Kakal, Member of Executive Council,
resigned from the services of the Company effective April 18, 2014. Mr. U. B. Pravin Rao and Ms. Kiran Mazumdar-Shaw were
inducted as Additional Directors with effect from January 10, 2014. Mr. Nithyanandan Radhakrishnan resigned from the Company,
effective April 15, 2014. Ms. Carol M. Browner was inducted as an Additional Director with effect from April
29, 2014.





Board Committee Information



Details relating to the
Audit, Management Development and Compensation, Nominations and Governance, Risk
Management, Stakeholder Relationship and Corporate Social Responsibility Committees of our Board are provided below.



Audit Committee



Our Audit Committee comprises
three non-executive directors, each of whom was determined by our Board to be an independent director under applicable NYSE
rules. They were:



| | · | R. Seshasayee, Chairperson and Audit Committee
Financial Expert
| | - | ---------------------------------------------------------------

| | · | K. V. Kamath
| | - | ------------

| | · | Prof. Jeffrey S. Lehman
| | - | -----------------------



R. Seshasayee was appointed as
the Chairperson of the Committee effective July 3, 2013. Mr. Ravi Venkatesan ceased to be a member of the Committee,
effective, July 3, 2013. Mr. K. V. Kamath was appointed as a member of the Committee, effective July 3, 2013. Mr. Deepak M.
Satwalekar ceased to be a member of the Committee, effective November 13, 2013. Mr. Jeffrey Lehman was appointed as a member
of the Committee, effective January 9, 2014.



Our Board has determined that
each of the current members of the Audit Committee is an independent director under applicable NYSE rules and Rule 10A-3
under the Exchange Act.





The primary objective of the Audit
Committee is to monitor and provide effective supervision of our financial reporting process with a view towards ensuring accurate,
timely and proper disclosures and the transparency, integrity and quality of financial reporting. Our Audit Committee oversees
the work carried out in the financial reporting process - by our management, the internal auditors and the independent auditor
and reviews the processes and safeguards employed by each. In addition, our Audit Committee has the responsibility of oversight
and supervision over our system of internal control over financial reporting, our audit process, and process for monitoring the
compliance with related laws and regulations. The Audit Committee recommends to our shareholders the appointment of our independent
auditors and approves the scope of both audit and non-audit services.



The Audit Committee held four
meetings in person during fiscal 2014.



The Audit Committee has adopted a charter.
The charter has been filed previously and is incorporated by reference as an exhibit to this Annual Report on Form 20-F.



See Item 18 for the report of the Audit
Committee.



Management Development and Compensation
Committee



Our Management Development and Compensation
Committee comprises three non-executive independent directors, each of whom was determined by our Board to be an independent director
under applicable NYSE rules. They were:





| | · | Prof. Jeffrey S. Lehman, Chairperson
| | - | ------------------------------------
| | · | Mr. K. V. Kamath                    
| | · | Mr. Omkar Goswami                   



Mr. K. V. Kamath was appointed as a
member of the Committee, effective July 3, 2013. Mr. Ravi Venkatesan ceased to be a member of the Committee, effective, July
3, 2013. Prof. Jeffrey S. Lehman was appointed as the member of the Committee effective January 9, 2014 and as
the Chairperson of the Committee, effective April 1, 2014. Mr. David Boyles ceased to be a member of the Committee, effective
January 17, 2014. Ms. Ann M. Fudge ceased to be a member of the Committee, effective April 1, 2014. Mr. Omkar Goswami
was appointed as a member of the Committee, effective April 1, 2014.







The purpose of our Management Development
and Compensation Committee is to discharge the Board of Directors' responsibilities relating to compensation of our executive
directors and senior management. The Management Development and Compensation Committee has overall responsibility for
approving and evaluating our compensation plans, policies and programs for executive directors and senior management.



The Management Development and Compensation
Committee held four meetings during fiscal 2014.



The Management Development and Compensation
Committee (previously known as the Compensation Committee) has adopted a charter. The charter has been filed previously and is
incorporated by reference as an exhibit to this Annual Report on Form 20-F.



Nominations and Governance Committee



Our Nominations and Governance Committee
comprises three non-executive directors, each of whom was determined by our Board to be an independent director under applicable
NYSE rules. They were:





| | · | Mr. K. V. Kamath, Chairperson
| | - | -----------------------------
| | · | Mr. R. Seshasayee            
| | · | Ms. Kiran Mazumdar-Shaw      



Prof. Jeffrey S. Lehman, Ms. Ann M.
Fudge and Mr. Ravi Venkatesan ceased to be members of the Committee, effective April 1, 2014. Mr. K. V. Kamath was
appointed as Chairperson of the Committee and Mr. R. Seshasayee and Ms. Kiran Mazumdar-Shaw were appointed as members of the
Committee, effective April 1, 2014.



The purpose of our Nominations
and Governance Committee is to oversee our nomination process for our top level management and specifically to identify, screen
and review individuals qualified to serve as our Executive Directors, Non-Executive Directors and Independent Directors consistent
with criteria approved by our Board and to recommend, for approval by our Board, nominees for election at our annual meeting of
shareholders.



The Nominations and Governance Committee
held four meetings in fiscal 2014.





The Nominations and Governance Committee
has adopted a charter. The charter has been filed previously and is incorporated by reference as an exhibit to this Annual Report
on Form 20-F.





Risk Management Committee

Our Risk Management Committee comprises
four independent directors, each of whom was determined by our Board to be an independent director under applicable NYSE rules.
They were:





| | · | Mr. Ravi Venkatesan,Chairperson
| | - | -------------------------------
| | · | Dr. Omkar Goswami              
| | · | Mr. R. Seshasayee              
| | · | Ms. Kiran Mazumdar-Shaw        



Mr. Ravi Venkatesan was appointed as
Chairperson of the Committee, effective July 3, 2013. Mr. David Boyles ceased to be a member of the Committee, effective January
17, 2014. Ms. Kiran Mazumdar-Shaw was appointed as a member of the Committee, effective April 1, 2014.



The purpose of the Risk Management Committee
is to assist our Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation
and mitigation of operational, strategic and external risks. The Risk Management Committee has overall responsibility for monitoring
and approving our risk policies and associated practices. The Risk Management Committee is also responsible for reviewing and approving
risk disclosure statements in any public documents or disclosures.



The Risk Management Committee held four
meetings during fiscal 2014.



The Risk Management Committee has adopted
a charter. The charter has been filed previously and is incorporated by reference as an exhibit to this Annual Report on Form 20-F.





Stakeholder Relationship Committee



Our Stakeholder Relationship Committee
comprises three independent directors, each of whom was determined by our Board to be an independent director under applicable
NYSE rules. They were:



| | · | Dr. Omkar Goswami, Chairperson
| | - | ------------------------------

| | · | Prof. Jeffrey S. Lehman
| | - | -----------------------

| | · | Mr. Ravi Venkatesan
| | - | -------------------



Mr. Deepak Satwalekar ceased to be a
member of the Committee, effective November 13, 2013. Mr. Ravi Venkatesan was appointed to be a member of the Committee, effective
January 9, 2014.



The purpose of the Stakeholder Relationship
Committee is to review and redress shareholder grievances.



The Stakeholder Relationship Committee
held four meetings during fiscal 2014.



Corporate Social Responsibility Committee
(“CSR Committee”)





As per the Indian Companies Act, 2013,
all companies having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net
profit of rupees five crore or more during any financial year will be required to constitute a CSR Committee of the Board of Directors
consisting of three or more directors, at least one of whom will be an independent director, and have a CSR policy approved by
the Board.





Aligning with the guidelines, our CSR
Committee comprises 4 members. They are:





| | · | Mr. K. V. Kamath, Chairperson
| | - | -----------------------------
| | · | Mr. R. Seshasayee            
| | · | Ms. Kiran Mazumdar-Shaw      
| | · | Mr. S. D. Shibulal           



The purpose of the CSR Committee
is to formulate and monitor the CSR policy of the Company.



The CSR Committee has adopted a policy
that intends to strive for economic development that positively impacts the society at large with a minimal resource footprint,
embrace responsibility for the corporation’s actions and encourage a positive impact through its activities on the environment,
communities and stakeholders.



The CSR Committee will oversee the activities / functioning
of Infosys Foundation in identifying the areas of CSR activities, programs and execution of initiatives as per predefined guidelines.



The CSR Committee will also be assisted
by the Infosys Foundation in reporting the progress of deployed initiatives, and making appropriate disclosures (internal / external)
on a periodic basis.





EMPLOYEES



As of March 31, 2014, we had
160,405 employees, of which 151,059 were software professionals, including trainees. As of March 31, 2013, we employed 156,688
employees, of which 147,008 were software professionals. As of March 31, 2012, we employed 149,994 employees, of which 141,788 were
software professionals.



As of March 31, 2014, we had
123,847 employees in India, 19,729 in the Americas, 8,225 employees in Europe and 8,604 employees in the Rest of the
World.



We seek to attract and motivate IT professionals
by offering:





| | · | an entrepreneurial environment that empowers IT professionals;             
| | - | ---------------------------------------------------------------------------
| | · | programs that recognize and reward performance;                            
| | · | challenging assignments;                                                   
| | · | constant exposure to new skills and technologies; and                      
| | · | a culture that emphasizes openness, integrity and respect for the
employee.



Some
of our employees in jurisdictions across Europe are covered by collective bargaining agreements that have been adopted at a government
level, across the information technology sector or otherwise. We believe that our management maintains good relations with our
employees, including those employees covered under collective bargaining agreements.

Recruiting



We focus our recruiting on the top 20%
of students from engineering departments of Indian schools and rely on a rigorous selection process involving a series of tests
and interviews to identify the best applicants. Our reputation as a premier employer enables us to select from a large pool of
qualified applicants. For example, during fiscal 2014, we received 911,220 employment applications, interviewed 45,955 applicants
and extended offers of employment to 33,225 applicants. In fiscal 2014, we added 801 new employees, net of attrition in Infosys.
These statistics do not include our subsidiaries.The
group has recruited 3,717 new employees, net of attrition during fiscal 2014.





Performance appraisals



We have instituted an appraisal program
that incorporates a 360-degree feedback system recognizing high performers and providing constructive feedback and coaching to
underperformers.







Education, Training and Assessment



Competency developmentcontinues
to be a key area of strategic focus for us. We launched new programs for our employees in keeping with the changes in the use
of technology in education. We enhanced our technology led training efforts in multiple areas. With over 637 videos on various
topics and many multimedia artifacts for learning, we now have a rich repository of technology assisted learning.



During fiscal 2014, the total training
provided for employees was over 2.33 million person days. Many of our employees also took external certifications creating a large
pool of certified people.











Our flagship industry-academia partnership
program, Campus Connect, made significant progress through the launch of electives to help engineering colleges run new programs
within their curricula. This has been very well received by the academia. During fiscal 2014, we engaged with 1,476 faculty members
who in turn trained 41,299 students. With this, the total number of beneficiaries covered are over 10,446 faculty members and 292,551
students from 372 engineering institutions.











Our knowledge management program showcased
our thought leadership by winning the Global Most Acknowledged Knowledge Enterprise (MAKE) award for the ninth time, winning Asian
Most Admired Knowledge Enterprise (MAKE) Award for the eleventh time and winning Indian Most Admired Knowledge Enterprise (MAKE)
Award for the ninth time.



Infosys is a winner in the American Society
for Training & Development’s (ASTD) 2013 BEST Awards program.







Our focus on developing our
employees and providing continuing education and training remains a key element of our strategy. We train the new
engineering graduates that join us at our Global Education Center in Mysore. With a total built-up area of 1.44 million
square feet, the Infosys Global Education Center can train approximately 14,000 employees at a time.



Our education programs are designed based
on the competencies needed to service our clients and are aligned with the specific roles of our professionals. Our training curriculum
and offerings are frequently upgraded to meet our business needs. During fiscal 2014 we introduced programs in emerging areas like
cloud programming, data analytics and mobile application development.



As of March 31, 2014, we employed 632
full-time employees as educators, including 134 with doctorate or masters degree. Our educators conduct training programs for
both the new entrants and experienced employees. Our researchers  extensively published articles,
white papers in journals,  conferences, books and  chapters in reputed publications.



Our engagement with engineering colleges
through our Campus Connect program continued last year. Last year, we conducted over 45 faculty enablement workshops covering more
than 1,476 faculty members from various colleges.



Leadership development is a core part
of our training programs. We established the Infosys Leadership Institute in our 337-acre campus in Mysore, India, to enhance leadership
skills that are required to manage the complexities of the rapidly changing marketplace and to further instill our culture through
leadership training.



Compensation



Our  professionals receive
competitive salaries and benefits. We have also adopted a variable compensation program which links compensation to company, team
and individual performance.



Visas





As of March 31, 2014, the majority of our
professionals in the United States held either H-1B visas (12,769 persons), which allow the employee to remain in the United States
for up to six years during the term of the work permit and work as long as he or she remains an employee of the sponsoring firm,
or L-1 visas (1,322 persons), which allow the employee to stay in the United States only temporarily. If
employees are on L-1A visas, they can typically stay in the United States temporarily for a maximum duration of 7 years and if
they are on L-1B visas they can stay in the United States temporarily for a maximum duration of 5 years.





SHARE OWNERSHIP





The following table sets forth as of
March 31, 2014, for each director and executive officer, the total number of equity shares, ADSs and options to purchase equity
shares and ADSs exercisable within 60 days from March 31, 2014. Beneficial ownership is determined in accordance with rules of
the Securities and Exchange Commission. All information with respect to the beneficial ownership of any principal shareholder has
been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole
voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws,
where applicable. The shares beneficially owned by the directors and executive officers include the equity shares owned by their
family members to which such directors disclaim beneficial ownership.





The share numbers and percentages listed below are based on 574,236,166 Equity Shares outstanding as of March 31, 2014.
Percentage of shareholders representing less than 1% are indicated with an ‘*’.





|Name beneficially owned                      | Equity Shares beneficially owned | % of equity Shares
|-------------------------------------------- | -------------------------------- | ------------------
|Narayana Murthy(1)                           | 25,750,526                       | 4.48              
|S.
    Gopalakrishnan (2)                    | 19,555,717                       | 3.41              
|S.
    D. Shibulal(3)                        | 12,628,911                       | 2.20              
|Srinath
    Batni(4)                         | 622,247                          | *                 
|U. B. Pravin Rao                             | 138,880                          | *                 
|B. G. Srinivas                               | 60,015                           | *                 
|Omkar Goswami                                | 7,900                            | *                 
|Prof. Jeffrey Lehman                         | –                                | *                 
|K. V. Kamath                                 | –                                | *                 
|R. Seshasayee                                | 62                               | *                 
|Ravi Venkatesan                              | –                                | *                 
|Ann M. Fudge                                 | –                                | *                 
|Kiran Mazumdar-Shaw                          | 200                              | *                 
|Rajiv Bansal(5)                              | 39,250                           | *                 
|Srikantan Moorthy                            | 12,584                           | *                 
|Parvatheesam Kanchinadham (6)                | 9                                | *                 
|Total (all directors and executive officers) | 58,816,301                       | 10.24             



| | (1.) | Shares beneficially
                                                                                                                                         owned by Mr. Narayana Murthy include 23,370,854 Equity Shares owned by members of Mr. Narayana Murthy's immediate family. Mr.
                                                                                                                                         Narayana Murthy disclaims beneficial ownership of such shares.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2.) | Shares beneficially owned by Mr. Gopalakrishnan
include 12,898,991 Equity Shares owned by members of Mr. Gopalakrishnan's immediate family. Mr. Gopalakrishnan disclaims beneficial
ownership of such shares.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3.) | Shares beneficially owned by Mr. Shibulal
include 10,159,200 Equity Shares owned by members of Mr. Shibulal's immediate family. Mr. Shibulal disclaims beneficial ownership
of such shares.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4.) | Shares beneficially owned by Mr. Batni
include 72,400 Equity Shares owned by members of Mr. Batni's immediate family. Mr. Batni disclaims beneficial ownership of such
shares.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5.) | Shares beneficially
                                                                                                                                       owned by Mr. Bansal include 3,805 Equity Shares owned by members of Mr. Bansal’s immediate family. Mr. Bansal
                                                                                                                                       disclaims beneficial ownership of such shares.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6.) | Shares owned by members of Mr. Parvatheesam’s immediate family. Mr. Parvatheesam disclaims beneficial ownership of such shares.                                                                                                                                                                                                                                                                                                                               



Option
plans



1998 Stock Option Plan



Our 1998 Stock Option Plan, or the 1998
Plan, provides for the grant of two types of options to our employees and directors: incentive stock options, which may provide
our employees with beneficial tax treatment, and non-qualified stock options. The 1998 Plan was approved by our Board of Directors
in December 1997 and by our shareholders in January 1998. The term of the 1998 Plan ended on January 6, 2008, and consequently
no further shares will be issued to employees under this plan. A total of 11,760,000 ADSs, representing 11,760,000 Equity Shares,
were reserved for issuance under the 1998 Plan. All options granted under the 1998 Plan are exercisable for our ADSs.



Our Compensation Committee (now
known as the Management Development and Compensation Committee)  administers the 1998 Plan. In addition, the committee has
the authority to amend, suspend, or terminate the 1998 Plan, provided that no such action may affect any ADS previously
issued and sold or any option to purchase an ADS previously granted under the 1998 Plan.



The 1998 Plan generally does not
allow for transfer of options, and only the optionee may exercise an option during his or her lifetime. An optionee generally
must exercise an option within three months of termination of service. If an optionee’s termination is due to death or
disability, his or her option will fully vest and become exercisable and the option must be exercised within 12 months after
such termination. The exercise price of incentive stock options granted under the 1998 Plan must at least equal the fair
market value of the ADSs on the date of grant. The exercise price of non-statutory stock options granted under the 1998 Plan
must at least equal 90% of the fair market value of the ADSs on the date of grant. The term of options granted under the 1998
Plan may not exceed 10 years.



The 1998 Plan provides that in the event
of our merger with or into another corporation or a sale of substantially all of our assets, the successor corporation shall either
assume the outstanding options or grant equivalent options to the holders. If the successor corporation neither assumes the outstanding
options nor grants equivalent options, such outstanding options shall vest immediately, and become exercisable in full.



1999 Stock Option Plan



In fiscal 2000, we instituted the 1999
Stock Option Plan, or the 1999 Plan. Our shareholders and Board of Directors approved the 1999 Plan in June 1999. The 1999 Plan
provides for the issue of 52,800,000 Equity Shares to employees. The 1999 Plan is administered by our Compensation Committee (now
known as the Management Development and Compensation Committee). Under the 1999 Plan, options will be issued to employees at an
exercise price, which shall not be less than the fair market value, or FMV. Under the 1999 Plan, options may also be issued to
employees at exercise prices that are less than FMV only if specifically approved by our members in a General Meeting. All options
under the 1999 Plan are exercised for equity shares.



The 1999 Plan generally does not
allow for transfer of options, and only the optionee may exercise an option during his or her lifetime. An optionee generally
must exercise an option within three months of termination of service. If an optionee’s termination is due to death or
disability, his or her option will fully vest and become exercisable and the option must be exercised within 12 months after
such termination. Unless a prior shareholder approval has been obtained, the exercise price of stock options granted under
the 1999 Plan must at least equal the fair market value of the equity shares on the date of grant.



The 1999 Plan provides that in the event
of our merger with or into another corporation or a sale of substantially all of our assets, the successor corporation shall either
assume the outstanding options or grant equivalent options to the holders. If the successor corporation neither assumes the outstanding
options nor grants equivalent options, such outstanding options shall vest immediately, and become exercisable in full.



During the fiscal year ended March 31,
2014, there were no options to purchase ADSs or equity shares granted to our executive officers and directors.



Item 7. Major Shareholders and Related
Party Transactions



MAJOR SHAREHOLDERS



The following table sets forth as of
March 31, 2014, certain information with respect to beneficial ownership of our equity shares by each shareholder or group known
by us to be the beneficial owner of 5% or more of our outstanding equity shares.



Beneficial ownership is
determined in accordance with rules of the Securities and Exchange Commission, which generally attribute beneficial ownership
of securities to persons who possess sole or shared voting power or investment power with respect to those securities
and includes equity shares issuable pursuant to the exercise of stock options or warrants that are immediately exercisable
or exercisable within 60 days of March 31, 2014. These shares are deemed to be outstanding and to be beneficially owned by
the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but are
not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise
indicated, all information with respect to the beneficial ownership of any principal shareholder has been furnished by such
shareholder and, unless otherwise indicated, we believe that persons named in the table have sole voting and sole investment
power with respect to all the equity shares shown as beneficially owned, subject to community property laws where applicable.
The shares beneficially owned by the directors and officers include equity shares owned by their family members to which such
directors and officers disclaim beneficial ownership.



The share numbers and percentages listed
below are based on 574,236,166 Equity Shares outstanding, as of March 31, 2014.



|Name of the beneficial owner                          | Class of security | No. of shares beneficially held | % of class of shares | No. of shares beneficially held | % of class of shares | No. of shares beneficially held | % of class of shares
|----------------------------------------------------- | ----------------- | ------------------------------- | -------------------- | ------------------------------- | -------------------- | ------------------------------- | --------------------
|                                                      | March 31, 2014    | March 31, 2013                  | March 31, 2012      
|Shareholding of all directors and officers as a group | –                 | 58,816,301                      | 10.24(1)             | 33,731,593                      | 5.87 (2)             | 33,690,992                      | 5.87 (3)            





| | (1.) | Comprised of 881,147 shares owned by non-founder
directors and officers. The percentage ownership of the group is calculated on a base of 574,236,166 equity shares which includes
no options that are currently exercisable or exercisable by all optionees within 60 days of March 31, 2014.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2.) | Comprised of 1,546,965 shares owned by
non-founder directors and officers. The percentage ownership of the group is calculated on a base of 574,236,166 equity shares
which includes no options that are currently exercisable or exercisable by all optionees within 60 days of March 31, 2013.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3.) | Comprised of 1,506,354 shares owned by
non-founder directors and officers. The percentage ownership of the group is calculated on base of 574,237,430 equity shares
which includes 7,429 options that are currently exercisable or exercisable by all optionees within 60 days of March 31, 2012.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our American Depositary Shares are listed
on the NYSE. Each ADS currently represents one equity share of par value 5 per share. Our ADSs are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 and as of March
31, 2014 are held by 28,405 holders of record in the United States.



Our equity shares can be held by Foreign
Institutional Investors or FIIs and Non Resident Indians or NRIs, who are registered with the Securities and Exchange Board of
India, or SEBI, and the Reserve Bank of India, or RBI. As of March 31, 2014, 43.25% of our equity shares were held by these FIIs
and NRIs, some of which may be residents or bodies corporate registered in the United States and elsewhere. We are not aware of
which FIIs and NRIs hold our equity shares as residents or as corporate entities registered in the United States.



Our major shareholders do not have differential
voting rights with respect to the equity shares. To the best of our knowledge, we are not owned or controlled directly or indirectly
by any government, by any other corporation or by any other natural or legal person. We are not aware of any arrangement, the operation
of which may at a subsequent date result in a change in control.



RELATED PARTY TRANSACTIONS



Infosys BPO. Infosys Limited established
Infosys BPO in April 2002, under the laws of India.



As of March 31, 2014, Infosys Limited
holds 99.98% of the outstanding equity shares of Infosys BPO. As of March 31, 2014, we have invested an aggregate of $145 million
as equity capital in Infosys BPO.







During fiscal 2014, 2013 and 2012, we
engaged Infosys BPO and its subsidiaries for management services for which we have been billed $12 million, $13 million and $21
million, respectively. Further, during fiscal 2014, 2013 and 2012, Infosys BPO and its subsidiaries engaged us for certain management
services for which we billed them $6 million, $7 million and $12 million, respectively. During fiscal 2014, 2013 and 2012, we engaged
Infosys BPO and its subsidiaries for software development services for which we have been billed $30 million, $25 million and $6
million, respectively. Further, during fiscal 2014, 2013 and 2012, Infosys BPO and its subsidiaries engaged us for certain software
development services for which we billed them $12 million, $11 million and $7 million, respectively.





Infosys Australia.In January 2004, we acquired, for cash, 100% of the equity in Expert Information Services Pty. Limited, Australia for $14
million. The acquired company was renamed as Infosys Technologies (Australia) Pty. Limited. As of March 31, 2014, Infosys Australia
is under liquidation. During fiscal 2014, 2013 and 2012, we engaged Infosys Australia for software development services for which
we have been billed Nil, less than $1 million and $277 million, respectively. Further, during fiscal 2014, 2013 and 2012, Infosys
Australia engaged us for certain software development services for which we billed them Nil, less than $1 million, and $3 million,
respectively. During fiscal 2013 and 2012, we received dividend from Infosys Australia of $15 million and $120 million, respectively.







Infosys China.
In October 2003, we established a wholly-owned subsidiary, Infosys China, to expand our business operations in China. During fiscal
2009, we disbursed an amount of $2 million as loans to Infosys China, for expansion of business operations, at an interest rate
of 6.0% per annum. The loan was repayable within five years from the date of disbursement at the discretion of the subsidiary.
During fiscal 2012, Infosys China repaid the entire loan. The largest loan amount outstanding during fiscal 2012 was $5 million.
During fiscal 2011, we made an additional investment of $9 million in Infosys China. As of March 31, 2014, we have invested an
aggregate of $23 million as equity capital in Infosys China. During fiscal 2014, 2013 and 2012, we engaged Infosys China for software
development services for which we have been billed $37 million, $44 million and $55 million, respectively. Further, during fiscal
2014, 2013 and 2012, Infosys China engaged us for certain software development services for which we billed them $1 million, less
than $1 million and $2 million, respectively.





Infosys Mexico.In
June 2007, we established a wholly-owned subsidiary, Infosys Mexico, to expand our business operations in Latin America. During
fiscal 2013, we made an additional investment of $2 million, in Infosys Mexico. As of March 31, 2014, we have invested an aggregate
of $14 million in the subsidiary. During fiscal 2014, 2013 and 2012, we engaged Infosys Mexico for software development services
for which we have been billed $2 million, $2 million and $6 million, respectively. Further, during fiscal 2014, 2013 and 2012,
Infosys Mexico engaged us for certain software development services for which we billed them $1 million, less than $1 million
and $1 million, respectively.





Infosys Sweden. In March
2009, we established a wholly-owned subsidiary, Infosys Technologies (Sweden) AB to expand our business operations in Europe.
As of March 31, 2014, we have invested an aggregate of less than $1 million as equity capital in Infosys Sweden. During fiscal
2014, 2013 and 2012 we engaged Infosys Sweden for software development services for which we have been billed $2 million, $1 million
and $2 million, respectively.





Infosys Brasil.In
August 2009, we established a wholly-owned subsidiary, Infosys Tecnologia do Brasil Ltda, to expand our operations in South
America and invested an aggregate of $6 million in the subsidiary. During fiscal 2013 and 2012, we made an additional
investment of $9 million and $5 million, respectively, in Infosys Brasil. Further, during fiscal 2014, we disbursed $6
million as loan to Infosys Brasil for expansion of business at an interest rate of 6.0% per annum. The loan was repayable
within one year at the discretion of the subsidiary. During fiscal 2014 we received interest on loan of less than $1 million
from the subsidiary. As of March 31, 2014 the outstanding loan is $6 million. The largest loan amount outstanding during
fiscal 2014, 2013 and 2012 was $6 million, Nil and $1 million, respectively. As of March 31, 2014 we have invested
an aggregate of $22 million as equity capital in the subsidiary. During fiscal 2014, 2013 and 2012, we engaged Infosys
Brasil for software development services for which we have been billed $1 million, less than $1 million and less than $1
million, respectively. Further, during fiscal 2014, 2013 and 2012, Infosys Brasil engaged us for certain software development
services for which we billed them $1 million, less than $1 million and less than $1 million, respectively.





Infosys Public Services.
In October 2009, we incorporated a wholly-owned subsidiary, Infosys Public Services, Inc., to focus and expand our operations in
the U.S public services market and invested an aggregate of $5 million in the subsidiary. Further during fiscal 2013, we disbursed
an amount of $12 million as loans to Infosys Public Services, at an interest rate of 6.0% per annum, for expansion of business
operations. The loan is repayable within one year from the date of disbursement at the discretion of the subsidiary. The largest
loan amount outstanding during fiscal 2014 and 2013 was $12 million and $13 million, respectively. During fiscal 2014 and 2013,
we received interest of $1 million and less than $1 million, respectively, from the subsidiary on the loan. During fiscal 2014,
the outstanding loan amount was converted into share capital. As of March 31, 2014 we have invested $17 million in the subsidiary.
During fiscal 2014, 2013 and 2012, Infosys Public Services engaged us for certain software development services for which we billed
them $95 million, $81 million and $36 million, respectively.





Infosys Shanghai.On February
21, 2011 we incorporated a wholly-owned subsidiary, Infosys Technologies (Shanghai) Company Limited and invested $3 million in
the subsidiary. Further, in fiscal 2013 and 2012 we have made an additional investment of $27 million and $17 million, respectively
in Infosys Shanghai. As of March 31, 2014, we have invested an aggregate of $47 million in the subsidiary.



Infosys Consulting Inc.In April 2004, we incorporated a wholly-owned subsidiary, Infosys Consulting, in the State of Texas to add high-end consulting
capabilities to our Global Delivery Model. On October 7, 2011, the Board of Directors of Infosys Consulting Inc., approved the
termination and winding down of the entity, and entered into an assignment and assumption agreement with Infosys Limited. The
termination of Infosys Consulting, Inc. became effective on January 12, 2012, in accordance with the Texas Business Organizations
Code. Effective January 12, 2012, the assets and liabilities of Infosys Consulting, Inc., were transferred to Infosys
Limited.During fiscal 2012, we engaged Infosys Consulting and its subsidiary for consulting services for which we have
been billed $31 million. During fiscal 2012, Infosys Consulting and its subsidiary engaged us for certain software development
services for which we billed them $9 million. Further, during fiscal 2012 we billed Infosys Consulting Inc., $4 million for certain
shared facilities.





Infosys Consulting India
Limited. On February 9, 2012, Infosys Consulting India Limited filed a petition in the Honourable High Court of Karnataka
for its merger with Infosys Limited. The Hon’ble High Court of Karnataka sanctioned the scheme of amalgamation of Infosys
Consulting India Limited (ICIL) with Infosys Limited with an effective date of August 23, 2013 and an appointed date of January
12, 2012.Accordingly, all the assets and liabilities of ICIL were transferred to Infosys Limited
on a going concern basis. As ICIL was a wholly owned subsidiary of Infosys Limited, no shares have been allocated to the shareholders
upon the scheme becoming effective.





Infosys Lodestone.
On October 22, 2012, we acquired 100% of the voting interests in Lodestone Holding AG, a global management consultancy firm headquartered
in Zurich, Switzerland. The business acquisition was conducted by entering into a share purchase agreement for cash consideration
of $219 million and additional consideration of up to $112 million, which we refer to as deferred purchase price, payable to the
selling shareholders of Lodestone Holding AG who are continuously employed or otherwise engaged by us or our subsidiaries during
the three year period following the date of the acquisition. During fiscal 2013, we disbursed an amount of $22 million as loans
to Infosys Lodestone, at an interest rate of 6.0% per annum for expansion of business operations. The loan is repayable within
one year from the date of disbursement at the discretion of the subsidiary. During fiscal 2014 and 2013, we received interest
of $1 million and less than $1 million, respectively, from the subsidiary on the loan. During fiscal 2014, the outstanding loan
amount was converted into share capital. The largest loan amount outstanding during fiscal 2014 and 2013 was $22 million each.
As of March 31, 2014 we have invested $241 million in the subsidiary. During fiscal 2014 and 2013, we engaged Infosys Lodestone
for software development services for which we have been billed $168 million and $19 million, respectively. During fiscal 2014,
Infosys Lodestone engaged us for software development services for which we billed them $3 million.







Infosys Americas.On June
25, 2013, we incorporated a wholly-owned subsidiary, Infosys Americas Inc., and invested less than $1 million in the subsidiary.



Edgeverve Systems Limited.On
February 14, 2014, we incorporated a wholly-owned subsidiary, Edgeverve Systems Limited and invested less than $1 million in the
subsidiary.



Employment and indemnification agreements







We have entered into agreements with
our executive directors that provide for a monthly salary, bonuses, and benefits including, vacation, medical reimbursements and
gratuity contributions. These agreements have a five-year term and either party may terminate the agreement with six months’
notice or as mutually agreed between the parties. The form of the employment agreement for our executive directors has been filed
previously and is incorporated by reference as an exhibit to this Annual Report on Form 20-F.





We have also entered into agreements
to indemnify our directors and officers for claims brought under U.S. laws to the fullest extent permitted by Indian law. These
agreements, among other things, indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by or in the right of Infosys Limited, arising out
of such persons services as our director or officer. The form of the indemnification agreement for our directors and officers has
been filed previously and is incorporated by reference as an exhibit to this Annual Report on Form 20-F.



Loans to employees



We provide personal loans and salary
advances to our employees in India who are not executive officers or directors.



The annual rates of interest for these
loans vary between 0% and 4%. Loans aggregating $41 million, $41 million and $33 million were outstanding as of March 31, 2014,
2013 and 2012, respectively.



Item 8. Financial Information



CONSOLIDATED STATEMENTS AND OTHER
FINANCIAL INFORMATION



The following financial statements and
auditors' report appear under Item 18 in this Annual Report on Form 20-F and are incorporated herein by reference:



| | · | Report of Independent Registered Public Accounting
Firm
| | - | -------------------------------------------------------

| | · | Consolidated balance sheets as of March 31,
2014 and 2013
| | - | ---------------------------------------------------------

| | · | Consolidated statements of comprehensive
income for the years ended March 31, 2014, 2013 and 2012
| | - | -------------------------------------------------------------------------------------------------

| | · | Consolidated statements of changes in equity
for the years ended March 31, 2014, 2013 and 2012
| | - | ----------------------------------------------------------------------------------------------

| | · | Consolidated statements of cash flows for
the years ended March 31, 2014, 2013 and 2012
| | - | ---------------------------------------------------------------------------------------

| | · | Notes to the consolidated financial statements
| | - | ----------------------------------------------

| | · | Financial Statement Schedule II- Valuation
and qualifying accounts
| | - | ------------------------------------------------------------------



Export revenue



For fiscal 2014, 2013 and 2012, we generated
$8,036 million, $7,244 million and $6,839 million, or 97.4%, 97.9% and 97.8% of our total revenues of $8,249 million, $7,398 million
and $6,994 million, respectively, from the export of our products and rendering of services outside of India.



Legal proceedings



This information is set forth under Item
4 under the heading “Legal proceedings” and such information is incorporated herein by reference.



Dividends



Under Indian law, a corporation pays
dividends upon a recommendation by the Board of Directors and approval by a majority of the shareholders, who have the right to
decrease but not increase the amount of the dividend recommended by the Board of Directors. Dividends may be paid out of profits
of an Indian company in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years.



In fiscal 2014, 2013 and 2012, we paid
cash dividends of approximately $0.82, $0.86 and $0.76 per equity share, respectively. Holders of ADSs will be entitled to receive
dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by ADSs are paid to the
Depositary in Indian rupees and are generally converted by the Depositary into U.S. dollars and distributed, net of Depositary
fees, taxes, if any, and expenses, to the holders of such ADSs. Although we have no current intention to discontinue dividend payments,
future dividends may not be declared or paid and the amount, if any, thereof may be decreased.



Translations from Indian rupees to U.S.
dollars effected on or after April 1, 2008 are based on the fixing rate in the City of Mumbai for cable transfers in Indian rupees
as published by the FEDAI.



|Fiscal   | Dividend per Equity Share () | Dividend
    per Equity Share ($)(1) | Dividend
    per ADS ($)(1)
|-------- | ---------------------------- | ------------------------------------ | ---------------------------
|2014     | 47.00                        | 0.82                                 | 0.82                       
|2013 (2) | 47.00                        | 0.86                                 | 0.86                       
|2012     | 35.00                        | 0.76                                 | 0.76                       





| | (1) | Converted at the monthly exchange rate in the month of declaration of dividend.                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes a special dividend of 10.00
    ($0.18) per equity share, representing the tenth year in operation for Infosys BPO.





SIGNIFICANT CHANGES



None.



Item 9. The Offer and Listing



PRICE HISTORY



Our equity shares are traded in India
on the BSE Limited, or BSE, and the National Stock Exchange of India Limited, or NSE, or collectively, the Indian
stock exchanges. Our ADSs are traded on NYSE under the ticker symbol 'INFY'. Each ADS represents one equity share. Our ADSs began
trading on the NASDAQ on March 11, 1999. The ADS were delisted from NASDAQ with effect from December 12, 2012 and began trading
on the New York Stock Exchange from December 12, 2012. We listed our ADSs on the NYSE Euronext London and Paris markets on
February 20, 2013.



The Deutsche Bank Trust Company Americas
serves as a depositary with respect to our ADSs traded on the market pursuant to the Deposit Agreement dated March 10, 1999, as
amended and restated.



As of March 31, 2014, we had 574,236,166
equity shares issued and outstanding. There were 28,405 record holders of ADRs,
evidencing 92,470,660 ADSs (equivalent to 92,470,660 Equity Shares). As of March 31, 2014, there were 376,380 record holders of
our Equity Shares listed and traded on the Indian stock exchanges.



The
following tables set forth for the periods indicated the price history of the equity shares and the ADSs on the Indian stock
exchanges, the NASDAQ and the NYSE. The currency of trade of the ADSs in the U.S. is USD and at London and Paris is Euro
(EUR).



Each ADS currently represents one equity
share. All translations from Indian rupees to U.S. dollars are based on fixing rate in the city of Mumbai on March 31, 2014 for
cable transfers in Indian rupees as published by the FEDAI, which was 59.92
per $1.00. The high and low prices for the Indian stock exchanges, the NASDAQ and the NYSE are based on the closing prices for
each day of the relevant period.

(Prices in Dollars)



|Fiscal         | BSE   | NSE   | NYSE
    / NASDAQ (1)
|-------------- | ----- | ----- | ---------------------
|               | High  | Low   | High                 
|2014           | 64.01 | 36.92 | 63.95                
|2013           | 50.15 | 35.46 | 50.14                
|2012           | 55.18 | 36.54 | 55.18                
|2011           | 58.00 | 42.28 | 58.10                
|2010           | 46.83 | 22.38 | 46.96                
|Fiscal 2014    |       |       |                      
|First Quarter  | 49.57 | 36.92 | 49.55                
|Second Quarter | 52.58 | 40.14 | 52.72                
|Third Quarter  | 59.45 | 50.31 | 59.43                
|Fourth Quarter | 64.01 | 53.88 | 63.95                
|Fiscal 2013    |       |       |                      
|First Quarter  | 47.65 | 38.58 | 47.70                
|Second Quarter | 43.94 | 35.46 | 43.93                
|Third Quarter  | 43.54 | 37.79 | 43.55                
|Fourth Quarter | 50.15 | 38.52 | 50.14                
|Fiscal 2012    |       |       |                      
|First Quarter  | 55.18 | 45.21 | 55.18                
|Second Quarter | 49.99 | 36.54 | 50.00                
|Third Quarter  | 47.98 | 40.74 | 48.02                
|Fourth Quarter | 49.28 | 43.12 | 49.27                
|Month          |       |       |                      
|Apr-14         | 55.72 | 52.57 | 55.71                
|Mar-14         | 64.01 | 53.88 | 63.95                
|Feb-14         | 63.76 | 59.47 | 63.83                
|Jan-14         | 63.30 | 57.22 | 63.29                
|Dec-13         | 59.45 | 55.52 | 59.43                
|Nov-13         | 57.47 | 54.49 | 57.46                
|Oct-13         | 55.88 | 50.31 | 55.99                





| | (1) | Our ADSs traded on the NASDAQ until December 12, 2012 and began trading on the New York Stock Exchange on December
    12, 2012.
| | --- | --------------------------------------------------------------------------------------------------------------------------------





Source for all tables above: www.bseindia.comfor BSE quotes, www.nseindia.com for NSE quotes, www.nyse.com for NYSE quotes and www.nasdaq.com for
NASDAQ quotes.



On May 9, 2014, the closing price of
equity shares on the BSE was 3,105.40 equivalent to $51.71
per equity share based on the exchange rate on that date and on May 8, 2014, the closing price of ADSs on the NYSE was $51.41 per
ADS.



The Indian securities trading market



The information in this section has been
extracted from publicly available documents from various sources, including officially prepared materials from the Securities and
Exchange Board of India, the BSE, and the NSE.



Indian Stock Exchanges



The major stock exchanges in India, the
BSE and the NSE, account for a majority of trading volumes of securities in India. The BSE and NSE together dominate the stock
exchanges in India in terms of number of listed companies, market capitalization and trading.



The stock exchanges in India operate
on a trading day plus two, or T+2, rolling settlement system. At the end of the T+2 period, obligations are settled with buyers
of securities paying for and receiving securities, while sellers transfer and receive payment for securities. For example, trades
executed on a Monday would typically be settled on a Wednesday. The SEBI has proposed to move to a T settlement system. In order
to contain the risk arising out of the transactions entered into by the members of various stock exchanges either on their own
account or on behalf of their clients, the Stock Exchanges have designed risk management procedures, which include compulsory prescribed
margins on the individual broker members, based on their outstanding exposure in the market, as well as stock-specific margins
from the members.



To restrict abnormal price volatility,
SEBI has instructed stock exchanges to apply the following price bands calculated at the previous day’s closing price (there
are no restrictions on price movements of index stocks):



Market Wide Circuit Breakers.
Market wide circuit breakers are applied to the market for movement by 10%, 15% and 20% for two prescribed market indices: the
BSE Sensex for the BSE and the Nifty for the NSE. If any of these circuit breaker thresholds are reached, trading in all equity
and equity derivatives markets nationwide is halted.



Price Bands. Price bands are circuit
filters of up to 20% movements either up or down, and are applied to most securities traded in the markets, excluding securities
included in the BSE Sensex and the NSE Nifty and derivatives products. The equity shares of Infosys are included in the BSE Sensex
and the NSE Nifty.



The National Stock Exchange of India
Limited



The market capitalization of the
capital markets (equities) segment of the NSE as of March 31, 2014 was approximately 72.78
trillion or approximately $1,220.27 billion. The clearing and settlement operations of the NSE are managed by the National
Securities Clearing Corporation Limited. Funds settlement takes place through designated clearing banks. The
National Securities Clearing Corporation Limited interfaces with the depositories on the one hand and the clearing banks on
the other to provide delivery versus payment settlement for depository-enabled trades.



BSE Limited



The estimated aggregate
market capitalization of stocks trading on the BSE as of March 31, 2014 was approximately 74.15
trillion or approximately $1,243.34 billion. The BSE began allowing online trading in May 1995. Only a member of the stock
exchange has the right to trade in the stocks listed on the stock exchange.



Trading on both the NSE and the BSE occurs
Monday through Friday, between 9:15 a.m. and 3:30 p.m. (Indian Standard Time).



Securities Transaction Tax



Since October 1, 2004, with respect
to a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are
required to pay a Securities Transaction Tax (STT) at the rate of 0.1% of the transaction value of the securities, if the
transaction is a delivery based transaction, i.e. the transaction involves actual delivery or transfer of shares; The rate of
0.1% has been substituted for 0.125% by the Finance Act, 2012 w.e.f. 1.7.2012. (ii) the seller of the shares is required to
pay a STT at the rate of 0.025% of the transaction value of the securities if the transaction is a non-delivery based
transaction, i.e. a transaction settled without taking delivery of the shares. STT is leviable with respect to a sale and
purchase of a derivative and the rates of STT as substituted by Finance Act, 2008 w.e.f. 1.6.2008 is as follows: (i) in case
of sale of an option in securities, the seller is required to pay an STT at the rate of 0.017% of the option premium; (ii) in
case of a sale of an option in securities, where the option is exercised, the buyer is required to pay a STT at the rate of
0.125% of the settlement price; and (iii) in case of sale of futures in securities, the seller is required to pay STT at
0.017% on transaction value. This rate of 0.017% is changed to 0.01% in the Finance Act, 2013.



See 'Taxation' for a further description
of the securities transaction tax and capital gains treatment under Indian law.



The conversion of our equity shares into
ADSs is governed by guidelines issued by the Reserve Bank of India.



Item 10. Additional Information



MEMORANDUM AND ARTICLES OF ASSOCIATION





The corporate legal framework governing
companies in India has undergone a change with the enactment of the Companies Act, 2013, which has been approved by the houses
of the Indian Parliament, and received presidential assent on August 29, 2013. The Companies Act, 2013 replaces the Companies Act,
1956, which has hitherto governed companies and certain other associations, in stages. While certain provisions of the Companies
Act, 2013 were notified as law on September 12, 2013, February 27, 2014 and April 1, 2014, the remaining provisions of the Companies
Act, 2013 will only become effective upon notification by the Government of India. In the interim, the provisions of the Companies
Act, 1956 which have not ceased to be effective by enactment of the corresponding provisions of the Companies Act, 2013 continue
to be effective, together with the notified provisions of the Companies Act, 2013.





Accordingly, the corporate legal framework
governing the Company as on the date hereof is the Companies Act, 1956 read with the Companies Act, 2013 (to the extent in force),
as amended from time to time (the "Indian Companies Act").





Set forth below is the material information
concerning our share capital and a brief summary of the material provisions of our Articles of Association, Memorandum of Association
and the Indian Companies Act, all as currently in effect. The following description of our equity shares and the material provisions
of our Articles of Association and Memorandum of Association does not purport to be complete and is qualified in its entirety by
our Articles of Association and Memorandum of Association that are incorporated by reference to this Annual Report on Form 20-F.
The summary below is not intended to constitute a complete analysis of the Indian Companies Act and is not intended to be a substitute
for professional legal advice.







Our Articles of Association provide that
the minimum number of directors shall be 3 and the maximum number of directors shall be 18. Currently, we have 14 directors. As
per the Indian Companies Act, unless the Articles of Association of a company provide for all directors to retire at every Annual
General Meeting, not less than two-third of the directors of a public company must retire by rotation, while the remaining one-third
may remain on the Board of Directors until they resign or are removed. Our Articles of Association require two thirds of our directors
to retire by rotation. One-third of the directors who are subject to retirement by rotation must retire at each Annual General
Meeting. A retiring director is eligible for re-election. As per the Indian Companies Act, independent directors are to retire
after 5 years and may be re-appointed only for two consecutive terms.







Executive directors are required to retire
at age 60 in accordance with our employee retirement policies applicable in India. Other members of the Board of Directors must
retire from the Board at age 65. The age of retirement for independent directors joining the Board on or after October 15, 2010,
shall be 70 years. An independent Board chair is permitted to serve in the capacity for a fixed term of five years and
until the age of 70 years.





Our Articles of Association do not require
that our directors have to hold shares of our company in order to serve on our Board.





The Indian Companies Act provides that
any director who has a personal interest in a transaction being discussed by the Board of Directors must disclose such interest
and must not participate in the meeting where such transaction is being discussed. A director is required to disclose his personal
interest to the Board of Directors on an annual basis and at the first meeting of the Board of Directors after the interest arises.
The remuneration payable to our directors may be fixed by the Board in accordance with the Indian Companies Act and provisions
prescribed by the Government of India. Our Articles of Association provide that our directors may generally borrow any sum of money
for the Company’s purposes, provided, that the consent of the shareholders is required where any amounts to be borrowed,
when combined with any already outstanding debt (excluding temporary loans from the Company’s bankers in the ordinary course
of business), exceeds the aggregate of our paid-up capital and free reserves. Under the Indian Companies Act, the consent of the
shareholders should be obtained by way of a special resolution passed in a general meeting.





Objects and Purposes of our Memorandum
of Association



The following is a summary of our Objects
as set forth in Section III of our Memorandum of Association:



| | · | To provide services of every kind including
commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, communication
and other technological, social or other services;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | To carry on all kinds of business as importer,
exporter, buyers, sellers and lessors of and dealers in all types of components and equipment necessary to provide the services
our objects enlist;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | To manufacture, export,
                                                                                                                                                                 import, buy, sell, rent, hire or lease or otherwise acquire or dispose or deal in all kinds of digital equipment, numerical
                                                                                                                                                                 controller, flexible manufacturing systems, robots, communication systems, computers, computer peripherals, computer
                                                                                                                                                                 software, computer hardware, computer technology, machines, computer aided teaching aids, energy saving devices, alternative
                                                                                                                                                                 sources of energy, electrical and electronics components, devices, instruments, equipment and controls for any
                                                                                                                                                                 engineering applications, and all other related components, parts and products used in communication and
                                                                                                                                                                 computers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | To conduct or otherwise subsidize or promote
research and experiments for scientific, industrial, commercial economic, statistical and technical purposes; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | To carry on any other trade or business whatsoever
as can in our opinion  be advantageously or conveniently carried on by us.
| | - | -----------------------------------------------------------------------------------------------------------------------------

General



Our authorized share capital is 3,000,000,000
divided into 600,000,000 Equity Shares, having a par value of 5/-
per share.



As of March 31, 2014, 574,236,166 equity
shares were issued, outstanding and fully paid. The equity shares are our only class of share capital. We currently have no convertible
debentures or warrants outstanding. As of March 31, 2014, we had no options outstanding to purchase equity shares. For the purposes
of this Annual Report on Form 20-F, “shareholder” means a shareholder who is registered as a member in our register
of members or whose name appears in the beneficiary position maintained by the depositories.



Dividends



Under the Indian Companies Act, our Board
of Directors recommends the payment of a dividend which is then declared by our shareholders in a general meeting. However, the
Board is not obliged to recommend a dividend.



Under our Articles of Association
and the Indian Companies Act, our shareholders may, at the Annual General Meeting, declare a dividend of an amount less than
that recommended by the Board of Directors, but they cannot increase the amount of the dividend recommended by the Board of
Directors. In India, dividends are generally declared as a percentage of the par value of a company’s equity shares and
are to be distributed and paid to shareholders in cash and in proportion to the paid up value of their shares, within 30 days
of the Annual General Meeting at which the dividend is approved by shareholders. Pursuant to our Articles of Association, our
Board of Directors has the discretion to declare and pay interim dividends without shareholder approval. As per the terms of
our listing of the equity shares and ADSs of the Company, we are required to inform the stock exchanges, on which our equity
shares and ADSs are listed, of the rate of dividend declared and the record date for determining the shareholders who are
entitled to receive dividends. Under the Indian Companies Act, dividend can be paid only in cash to registered shareholders
as of the record date. Dividend may also be paid in cash or by cheque or warrant or in any electronic mode to the
shareholder.



The Indian Companies Act provides that
any dividends that remain unpaid or unclaimed after a period of 30 days from the date of declaration of a dividend are to be transferred
to a special bank account opened by the company at an approved bank. We transfer any dividends that remain unclaimed after 30 days
to such an account. If any amount in this account has not been claimed by the eligible shareholders within seven years from the
date of the transfer, we transfer the unclaimed dividends to an Investor Education and Protection Fund established by the Government
of India under the provisions of the Indian Companies Act. After the transfer to this fund, such unclaimed dividends may not be
claimed by the shareholders entitled to receive such dividends from the company.



Under the Indian Companies Act, dividends
may be paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits of previous
fiscal years after providing for depreciation. Before declaring any dividend in any financial year, a company may transfer a percentage
of its profits which it considers appropriate to its reserves.



The Indian Companies Act further provides
that in the event of an inadequacy or absence of profits in any year, a dividend may be declared for such year out of the company’s
accumulated profits that have been transferred to its reserves, subject to the following conditions:





| | · | the dividend rate declared shall not exceed
the average of the rates at which dividends were declared by the company in the three years immediately preceding that year; The
total amount to be drawn from the accumulated profits earned in the previous years and transferred to the reserves may not exceed
an amount equivalent to 10% of the sum of its paid up capital and free reserves as appearing in the latest audited financial statement,
and the amount so drawn is to be used first to set off the losses incurred in the fiscal year in which dividend is declared before
any dividends in respect of equity shares are declared;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | the balance of reserves after such withdrawals
shall not fall below 15% of the company’s paid up capital as appearing in the latest audited financial statement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | · | a dividend may be declared only after set
off of carried over losses and depreciation (whichever is less), not provided in previous year against the profit of the company
of the current year for which the dividend is declared or paid.                                                                                                                                                                                                                                                                                                                                                                                                       



Bonus Shares





In addition to permitting dividends to
be paid out of current or retained earnings as described above, the Indian Companies Act permits a company to distribute an amount
transferred from its free reserves to its shareholders in the form of bonus shares (similar to a stock dividend). The Indian Companies
Act also permits the issuance of bonus shares from capitalization of the securities premium account and the capital redemption
account. Bonus shares are distributed to shareholders in the proportion recommended by the Board of Directors and such announcement
of the decision of the Board of Directors recommending an issue of bonus shares cannot be subsequently withdrawn. Shareholders
of the company on a fixed record date are entitled to receive such bonus shares.





Any issue of bonus shares would be subject
to the guidelines issued by the SEBI in this regard. The relevant SEBI guidelines prescribe that no company shall, pending conversion
of convertible debt securities, issue any shares by way of bonus unless similar benefit is extended to the holders of such convertible
debt securities, through reservation of shares in proportion to such conversion (which may be issued at the time of
conversion of the debt securities). The bonus issue must be made out of free reserves built out of the genuine profits or share
premium collected in cash only. The bonus issue cannot be made unless the partly paid shares, if any existing, are made fully paid-up.
Further, for the issuance of such bonus shares a company should not have defaulted in the payment of interest or principal in respect
of fixed deposits and interest on existing debentures or principal on redemption of such debentures. The declaration of bonus shares
in lieu of dividend cannot be made. Further a company should have sufficient reason to believe that it has not defaulted in respect
of the payment of statutory dues of the employees such as contribution to provident fund, gratuity, bonus, etc. The issuance of
bonus shares must be implemented within 15 days from the date of approval by the Board and cannot be withdrawn after the decision
to make a bonus issue has been made.



Consolidation and Subdivision of Shares



The Indian Companies Act permits a company
to split or combine the par value of its shares at a general meeting of the shareholders, if so authorized by its Articles of Association,
with the approval of its shareholders. Shareholders of record on a fixed record date are entitled to receive the split or combination.



Pre-emptive Rights and Issue of Additional
Shares



The Indian Companies Act gives shareholders
the right to subscribe to new shares in proportion to their respective existing shareholdings in the event of a further issue of
shares by a company, unless otherwise determined by a special resolution passed by a General Meeting of the shareholders. Under
the Indian Companies Act, in the event of a pre-emptive issuance of shares, subject to the limitations set forth above, a company
must first offer the new shares to the shareholders on a fixed record date. The offer must include: (i) the right, exercisable
by the shareholders on record, to renounce the shares offered in favor of any other person; and (ii) the number of shares offered
and the period of the offer, which may not be less than 15 days and not exceeding 30 days from the date of offer. If the offer
is not accepted it is deemed to have been declined and thereafter the Board is authorized under the Indian Companies Act to distribute
any new shares not purchased by the pre-emptive rights holders in the manner which is not disadvantageous to the shareholders and
the company.



Meetings of Shareholders



We must convene an Annual General Meeting
of shareholders each year within 15 months of the previous Annual General Meeting or within six months of the end of the previous
fiscal year, whichever is earlier. In certain circumstances a three month extension may be granted by the Registrar of Companies
to hold the Annual General Meeting. The Annual General Meeting of the shareholders is generally convened by our Company Secretary
pursuant to a resolution of the Board. In addition, the Board may convene an Extraordinary General Meeting of shareholders when
necessary or at the request of a shareholder or shareholders holding at least 10% of our paid up capital carrying voting rights.
Written notice setting out the agenda of any meeting must be given at least 21 days prior to the date of any General Meeting to
the shareholders of record, excluding the days of mailing and date of the meeting. Shareholders who are registered as shareholders
on the date of the General Meeting are entitled to attend or vote at such meeting. The Annual General Meeting of shareholders must
be held at our registered office or at such other place within the city in which the registered office is located, and meetings
other than the Annual General Meeting may be held at any other place if so determined by the Board.





Voting Rights



At any General Meeting, voting is by
show of hands unless (i) a poll is demanded by a shareholder or shareholders present in person or by proxy holding at least 10%
of the total shares entitled to vote on the resolution or by those holding shares with an aggregate paid up capital of at least
5,00,000, or (ii) the voting is carried out electronically.
Upon a show of hands, every shareholder entitled to vote and present in person has one vote and, on a poll, every shareholder entitled
to vote and present in person or by proxy has voting rights in proportion to the paid up capital held by such shareholders. The
Chairperson has a casting vote in the case of any tie. Any shareholder of the company entitled to attend and vote at a meeting
of the company may appoint a proxy. The instrument appointing a proxy must be delivered to the company at least 48 hours prior
to the meeting. Unless the articles of association otherwise provide, a proxy may not vote except on a poll. A corporate shareholder
may appoint an authorized representative who can vote on behalf of the shareholder, both upon a show of hands and upon a poll.
An authorized representative is also entitled to appoint a proxy.





As per the Indian Companies Act, ordinary
resolutions may be passed by simple majority of those present and voting at any General Meeting for which the required period of
notice has been given. However, special resolutions for matters such as amendments to the articles of association, the waiver of
preemptive rights for the issuance of any new shares and a reduction of share capital, require that votes cast in favor of the
resolution (whether by show of hands or on a poll) are not less than three times the number of votes, if any, cast against the
resolution by members so entitled and voting. Certain resolutions such as those listed below are to be voted on only by a postal
ballot:



| | · | alteration of the objects clause of the memorandum;                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | · | change in place of registered office outside
the local limits of any city, town or village;                                                          
| | · | change in objects for which a company has
raised money from public through prospectus and still has any unutilized amount out of the money so raised;
| | · | issue of shares with differential rights
as to voting or dividend or otherwise under Section 43 (a)(ii) of the Indian Companies Act;                 
| | · | variation in the rights attached to a class
of shares or debentures or other securities as specified under Section 48 of the Indian Companies Act;   
| | · | buy-back of shares;                                                                                                                                  
| | · | election of a director under Section 151
of the Indian Companies Act;                                                                                
| | · | sale of the whole or substantially the whole
of an undertaking of a company as specified under Section 180 (1) (a) of the Indian Companies Act; and  
| | · | giving loans or extending guarantee or providing
security in excess of the limit specified under Section 186 (3) of the Indian Companies Act.        









Register of Shareholders, Record
Dates, Transfer of Shares





We maintain a register of shareholders
held in electronic form through National Securities Depository Limited and the Central Depository Services (India) Limited. To
determine which shareholders are entitled to specified shareholder rights such as a dividend or a rights issue, we may close the
register of shareholders for a specified period not exceeding 30 days at one time. The date on which this period begins is the
record date. The Indian Companies Act requires us to give at least seven days prior notice to the public in the prescribed manner
before such closure, unless a lesser period is specified by the Securities and Exchange Board of India. We may not close the register
of shareholders for more than thirty consecutive days, and in no event for more than forty-five days in a year. Trading of our
equity shares, however, may continue while the register of shareholders is closed.





Following the introduction of the Depositories
Act, 1996, and the repeal of Section 22A of the Securities Contracts (Regulation) Act, 1956, which enabled companies to refuse
to register transfers of shares in some circumstances, the equity shares of a public company are freely transferable, subject only
to the provisions of Section 58 of the Indian Companies Act and the listing agreement entered into between the company and the
relevant stock exchange on which the shares of the company are listed. Since we are a public company, the provisions of Section
58 will apply to us. In accordance with the provisions of Section 58(2) of the Indian Companies Act, the securities or other interests
of the member are freely transferable except where there is any contract or arrangement between two or more persons in respect
of transfer of securities, which may be enforced as a contract. If our Board refuses to register a transfer of shares, the shareholder
wishing to transfer his, her or its shares may file a civil suit or an appeal with the Company Law Board / Tribunal.



Pursuant to Section 59 (4) of the Indian Companies Act, if a transfer of shares contravenes any of the provisions
of the Indian Companies Act, the Securities Contracts (Regulation) Act, 1956 and Securities and Exchange Board of India Act, 1992
or the regulations issued thereunder or any other Indian laws, the Company Law Board / Tribunal may, on application made by the relevant
company, a depository, company, depositary participant, the holder of securities or the Securities and Exchange Board of India,
direct any company or a depositary to set right the contravention and to rectify the registers, records of members and / or beneficial
owners



Under the Indian Companies Act, unless
the shares of a company are held in a dematerialized form, a transfer of shares is effected by an instrument of transfer in the
form prescribed by the Indian Companies Act and the rules thereunder, together with delivery of the share certificates. A stamp
duty to the extent of 0.25% of the value of the shares (regardless of the consideration paid) is due and payable on the transfer
of shares in physical form. Our transfer agent for our equity shares is Karvy Computershare Private Limited located in Hyderabad,
India.



Disclosure of Ownership Interest



Section 89 of the Indian Companies Act
requires holders of record who do not hold beneficial interests in shares of Indian companies to declare to the company certain
details, including the nature of the holder’s interest and details of the beneficial owner. Any person who fails to make
the required declaration within 30 days may be liable for a fine of up to 50,000
and where the failure is a continuing one, further fine of 1,000
for each day that the declaration is not made. Failure to comply with Section 89 will not affect the obligation of the company
to register a transfer of shares or to pay any dividends to the registered holder of any shares pursuant to which such declaration
has not been made. While it is unclear under Indian law whether Section 89 applies to holders of ADSs of the company, investors
who exchange ADSs for the underlying equity shares of the company will be subject to the restrictions of Section 89. Additionally,
holders of ADSs may be required to comply with such notification and disclosure obligations pursuant to the provisions of the Deposit
Agreement to be entered into by such holders, the company and a depositary.



Audit and Annual Report



Under the Indian Companies Act, a company
must file its financial statements with the Registrar of Companies within 30 days from the date of the Annual General Meeting.
Copies of the annual report are also required to be simultaneously sent to stock exchanges on which the company’s shares
are listed under the applicable listing agreements. At least 21 days before the Annual General Meeting of shareholders, a listed
company must distribute a statement of salient features of the financial statements to its shareholders or a detailed version of
the company’s financial statements if the shareholders ask for the same. A company must also file an annual return containing
a list of the company’s shareholders and other company information, within 60 days of the conclusion of the Annual General
Meeting.



Company Acquisition of Equity Shares



Under the Indian Companies Act, approval
by way of a special resolution of a company’s shareholders voting on the matter (votes cast in favor should be three times
the votes cast against) and approval of the Court /  Tribunal of the state in which the registered office of the company is situated
is required to reduce the share capital of a company, provided such reduction is authorized by the articles of association of the
company. A company is not permitted to acquire its own shares for treasury operations.





A company may, under some circumstances,
acquire its own equity shares without seeking the approval of the Court / Tribunal in compliance with prescribed rules, regulations
and conditions of the Indian Companies Act. In addition, public companies which are listed on a recognized stock exchange in India
must comply with the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (Buy-back
Regulations). Since we are a public company listed on two recognized stock exchanges in India, we would have to comply with the
relevant provisions of the Indian Companies Act and the provisions of the Buy-back Regulations. Any ADS holder may participate
in a company’s purchase of its own shares by withdrawing his or her ADSs from the depositary facility, acquiring equity shares
upon the withdrawal and then selling those shares back to the company.





There can be no assurance that equity
shares offered by an ADS investor in any buyback of shares by us will be accepted by us. The regulatory approvals required for
ADS holders to participate in a buyback are not entirely clear. ADS investors are advised to consult their legal advisors for advice
prior to participating in any buyback by us, including advice related to any related regulatory approvals and tax issues.



Liquidation Rights



As per the Indian Companies Act, certain
payments have preference over payments to be made to equity shareholders. These payments having preference include payments to
be made by the Company to its employees, taxes, payments to secured and unsecured lenders and payments to holders of any shares
entitled by their terms to preferential repayment over the equity shares. In the event of our winding-up, the holders of the equity
shares are entitled to be repaid the amounts of paid up capital or credited as paid upon those equity shares after payments have
been made by the company as set out above. Subject to such payments having been made by the company, any surplus assets are paid
to holders of equity shares in proportion to their shareholdings.



Redemption of Equity Shares



Subject to the buy-back of shares as
set out in the section titled “Company Acquisition of Equity Shares”, under the Indian Companies Act, equity shares
are not redeemable.



Discriminatory Provisions in Articles



There are no provisions in our Articles
of Association discriminating against /  in favor of any existing or prospective holder of such securities as a result of such shareholder
owning a substantial number of shares.



Alteration of Shareholder Rights



Under the Indian Companies Act, and subject
to the provisions of the articles of association of a company, the rights of any class of shareholders can be altered or varied
(i) with the consent in writing of the holders of not less than three-fourths of the issued shares of that class; or (ii) by special
resolution passed at a separate meeting of the holders of the issued shares of that class. However, if the variation by one class
of shareholders affects the rights of any other class of shareholders, the consent of three-fourths of such other class of
shareholders shall also be required. In the absence of any such provision in the articles, such alteration or variation is permitted
as long as it is not prohibited by the terms of the issue of shares of such a class.



Limitations on the Rights to Own Securities



The limitations on the rights to own
securities of Indian companies, including the rights of non-resident or foreign shareholders to hold securities, are discussed
in the sections entitled ‘Currency Exchange Controls’ and ‘Risk Factors’ in this Annual Report on Form
20-F.



Provisions on Changes in Capital



Our authorized capital can
be altered by an ordinary resolution of the shareholders in a General Meeting. The additional issue of shares is subject to
the pre-emptive rights of the shareholders. In addition, a company may increase its share capital, consolidate its share
capital into shares of larger face value than that of its existing shares or sub-divide its shares by reducing their par
value, subject to an ordinary resolution of the shareholders in a General Meeting.



Takeover Code and Listing Agreements



In September 2011, the Securities and
Exchange Board of India notified the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 (the Takeover Code) which replaces the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997.Under Takeover Code, upon acquisition of shares or voting rights in a public listed Indian company such that
the aggregate share-holding of the acquirer (meaning a person who directly or indirectly, acquires or agrees to acquire shares
or voting rights in a target company, or acquires or agrees to acquire control over the target company, either by himself or together
with any person acting in concert) is 5% or more of the shares of the company, the acquirer is required to, within two working
days of such acquisition, disclose the aggregate shareholding and voting rights in the company to the company and to the stock
exchanges in which the shares of the company are listed.



Further, an acquirer, who, together with
persons acting in concert with him, holds shares or voting rights entitling them to 5% or more of the shares or voting rights in
a target company must disclose every sale or acquisition of shares representing 2% or more of the shares or voting rights of the
company to the company and to the stock exchanges in which the shares of the company are listed within two working days of such
acquisition or sale or receipt of disclosure of allotment of such shares. This disclosure is required, in case of a sale, even
if such sale results in the shareholding of the acquirer falling below 5%.



Every person, who together with persons
acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target
company, has to disclose to the company and to stock exchanges, their aggregate shareholding and voting rights as of the thirty-first
day of March, in such target company within seven working days from the end of the financial year of that company.



The acquisition of shares or voting rights
which entitles the acquirer to exercise 25% or more of the voting rights in or control over the target company triggers a requirement
for the acquirer to make an open offer to acquire at least 26% of the total shares of the target company for an offer price determined
as per the provisions of the Takeover Code. The acquirer is required to make a public announcement for an open offer on the date
on which it is agreed to acquire such shares or voting rights. Such open offer shall only be for such number of shares as is required
to adhere to the maximum permitted non-public shareholding.



Where the public shareholding in the
target company is reduced to a level below the limit specified in the listing agreement on account of shares being acquired pursuant
to an open offer, the acquirer is required to take necessary steps to facilitate compliance with the public shareholding threshold
within the time prescribed in the Securities Contract (Regulation) Rules, 1957. Such an acquirer will not be eligible to make voluntary
delisting offer under the Securities and Exchange Board of India (Delisting of Existing Shares) Regulations 2009, unless 12 months
have elapsed from the date of the completion of offer.



Since we are a listed company in India,
the provisions of the Takeover Code will apply to us and to any person acquiring our equity shares or voting rights in our Company.



The ADSs entitle ADS holders to exercise
voting rights in respect of the Deposited Equity Shares (as described in the section titled “Voting Rights of Deposited Equity
Shares Represented by ADSs”). Accordingly, the requirement to make an open offer of at least 26% of the shares of a company
to the existing shareholders of the company would be triggered by an ADS holder where the shares that underlie the holder’s
ADSs represent 25% or more of the shares or voting rights of the company.



We have entered into listing agreements
with each of the Indian stock exchanges on which our equity shares are listed, pursuant to which we must report to the stock exchanges
any disclosures made to the Company pursuant to the Takeover Code.



Although the provisions of the listing
agreements entered into between us and the Indian stock exchanges on which our equity shares are listed will not apply to equity
shares represented by ADSs, holders of ADSs may be required to comply with such notification and disclosure obligations pursuant
to the provisions of the Deposit Agreement entered into by such holders, our Company and the depositary.



Maintenance of Minimum Public Shareholding
as a Condition for Continuous Listing



The Securities Contracts (Regulation)
Rules 1957 were amended on June 4, 2010 to make it mandatory for all listed companies in India to have a minimum public shareholding
of 25%. The term ‘public shareholding’ for this purposes excludes:





| | (a) | shares held by promoters and promoter
group; and                                              
| | --- | ----------------------------------------------------------------------------------------------
| | (b) | shares which are held by custodians
and against which depository receipts are issued overseas.





Existing listed companies having
a lower public shareholding are required to reach the prescribed threshold of 25% by:





| | (a) | issuance of shares to public through
prospectus; or                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | offer for sale of shares held
by promoters to public through prospectus; or                                                                                                                                 
| | (c) | sale of shares held by promoters
through the secondary market in terms of SEBI guidelines; or                                                                                                               
| | (d) | Institutional Placement Programme
in terms of Chapter VIIIA of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended; or                                                        
| | (e) | rights issues to public
        shareholders, with promoter / promoter group shareholders forgoing their entitlement to equity shares, whether present or
        future, that may arise from such issue; or
| | (f) | bonus issues to public
        shareholders, with promoter / promoter group shareholders forgoing their entitlement to equity shares, whether present or
        future, that may arise from such issue;or  
| | (g) | any other method as may be approved
by SEBI on a case to case basis.                                                                                                                                        



As of March 31, 2014, our public
shareholding was approximately at 67.96%.



Voting Rights of Deposited Equity
Shares Represented by ADSs



Under Indian law, voting in relation
to the equity shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding
at least 10% of the total shares entitled to vote on the resolution or by those holding shares with an aggregate paid up capital
of at least 50,000. A proxy (other than a body corporate
represented by an authorized representative) may not vote except on a poll.



As soon as practicable after receipt
of notice of any general meetings or solicitation of consents or proxies of holders of shares or other deposited securities, our
Depositary shall fix a record date for determining the holders entitled to give instructions for the exercise of voting rights.
The Depositary shall then mail to the holders of ADSs a notice stating (i) such information as is contained in such notice of meeting
and any solicitation materials, (ii) that each holder on the record date set by the Depositary will be entitled to instruct the
Depositary as to the exercise of the voting rights, if any pertaining to the deposited securities represented by the ADSs evidenced
by such holder’s ADRs, (iii) the manner in which such instruction may be given, including instructions to give discretionary
proxy to a person designated by us, and (iv) if the Depositary does not receive instructions from a holder, he would be deemed
to have instructed the Depositary to give a discretionary proxy to a person designated by us to vote such deposited securities,
subject to satisfaction of certain conditions.



On receipt of the aforesaid notice from
the Depositary, our ADS holders may instruct the Depositary on how to exercise the voting rights for the shares that underlie their
ADSs. For such instructions to be valid, the Depositary must receive them on or before a specified date.



The Depositary will try, as far as is
practical, and subject to the provisions of Indian law and our Memorandum of Association and our Articles of Association, to vote
or to have its agents vote in relation to the shares or other deposited securities as per our ADS holders’ instructions.
The Depositary will only vote or attempt to vote as per an ADS holder’s instructions. The Depositary will not itself exercise
any voting discretion.



Neither the Depositary nor its agents
are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast, or for the effect
of any vote. There is no guarantee that our shareholders will receive voting materials in time to instruct the Depositary to vote
and it is possible that ADS holders, or persons who hold their ADSs through brokers, dealers or other third parties, will not have
the opportunity to exercise a right to vote.



Insider Trading Regulations



Under the SEBI (Prohibition of Insider
Trading) Regulations, 1992 (Insider Trading Regulations), any person who holds more than 5% of the shares or of the voting rights
in any listed company is required to disclose to the company the number of shares or voting rights held by such person and any
change in shareholding or voting rights (even if such change results in the shareholding falling below 5%), exceeding 2% of the
total shareholding or voting rights in the company, from the date of last disclosure made by the person. Such disclosure is required
to be made within two working days of: (i) the receipt of intimation of allotment of the shares; or (ii) the acquisition or the
sale of the shares or voting rights. As a result of a clarification issued by SEBI on June 22, 2009 under the SEBI (Informal Guidance)
Scheme, 2003, disclosures would be required to be made by a holder of ADSs under the Insider Trading Regulations as set out above
where the shares that underlie that holder’s ADSs represent 5% or more of the shares or voting rights of the Company.



As per the SEBI (Prohibition of Insider
Trading) (Amendment) Regulations, 2011, any person who is a promoter or part of promoter group of a listed company shall disclose
to the company in the number of shares or voting rights held by such person. Further, any person who is a promoter or part of promoter
group of a listed company, shall disclose to the company and the stock exchange where the securities are listed, the total number
of shares or voting rights held and any change in shareholding or voting rights, if there has been a change in such holdings of
such person from the last disclosure made under Listing Agreement or under the Insider Trading Regulations and the change exceeds
500,000 in value or 25,000 shares or 1% of total shareholding
or voting rights, whichever is lower. Such disclosure is required to be made within two working days of becoming such promoter
or person belonging to promoter group



MATERIAL CONTRACTS





We have entered into agreements with
our employee directors that provide for a monthly salary, bonuses, and benefits including, vacation, medical reimbursements and
gratuity contributions. These agreements have a five-year term and either party may terminate the agreement with six months' notice
or as mutually agreed between the parties. The form of the employment agreement for our executive directors has been filed previously
and is incorporated by reference as an exhibit to this Annual Report on Form 20-F.





We have also entered into agreements
to indemnify our directors and officers for claims brought under U.S. laws to the fullest extent permitted by Indian law. These
agreements, among other things, indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by or in the right of Infosys Limited, arising out
of such persons services as our director or officer. The form of the indemnification agreement for our directors and officers has been
filed previously and is incorporated by reference to this Annual Report on Form 20-F.



CURRENCY EXCHANGE CONTROLS



General



The subscription, purchase and sale of
shares of an Indian company are governed by various Indian laws restricting the issuance of shares by the company to non-residents
or subsequent transfer of shares by or to non-residents. These restrictions have been relaxed in recent years. Set forth below
is a summary of various forms of investment, and the restrictions applicable to each, including the requirements under Indian law
applicable to the issuance of ADSs.



Foreign Direct Investment Issuances
by the Company



Subject to certain conditions, under
current regulations, foreign direct investment in most industry sectors does not require prior approval of the Foreign Investment
Promotion Board (FIPB), or the Reserve Bank of India (RBI), if the percentage of equity holding by all foreign investors does not
exceed specified industry-specific thresholds. These conditions include certain minimum pricing requirements, compliance with the
Takeover Code (as described above), and ownership restrictions based on the nature of the foreign investor (as described below).
Purchases by foreign investors of ADSs are treated as direct foreign investment in the equity issued by Indian companies for such
offerings. Foreign investment of up to 100% of our share capital is currently permitted by Indian laws.



Subsequent Transfers



Restrictions for subsequent transfers
of shares of Indian companies between residents and non-residents were relaxed significantly as of October 2004. As a result, for
a transfer by way of a private arrangement between a resident and a non-resident of securities of an Indian company in the IT sector,
such as ours, no prior approval of either the RBI or the Government of India is required, as long as certain conditions are met.
These conditions include compliance, as applicable, with pricing guidelines, the Takeover Code (as described above), and the ownership
restrictions based on the nature of the foreign investor (as described below). In case of a sale of shares of a listed Indian company
by a resident to a non-resident, the minimum price per share payable by a non-resident to acquire the shares is the higher of:



| | a. | the average of the weekly high and low of the closing prices of equity shares on a stock exchange during the 26 week period prior to the date of transfer of shares; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | the average of the closing price of equity shares on a stock exchange during the 2 weeks period prior to the date of transfer of shares.                                



In case of a sale of shares of a listed
Indian company by a non-resident to a resident, the price computed in accordance with the procedure set above will be the maximum
price per share that can be paid by the resident for the purchase of shares from a non-resident.



A non-resident cannot acquire shares
of a listed company on a stock exchange unless such non-resident is (a) registered as a foreign institutional investor (FII) with
the SEBI; or (b) a person of Indian nationality or origin residing outside of India (NRIs); or (c) a qualified foreign investor
(QFI); or (d) eligible to invest under the foreign direct investment scheme pursuant to satisfaction of the certain prescribed
conditions,



The conditions prescribed for investment
by a non-resident under the foreign direct investment scheme pursuant to (d) above, are as follows:



| | (i) | The non-resident investor has already acquired
and continues to hold control in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | The amount of consideration for transfer
of shares to non-resident consequent to purchase on the stock exchange may be paid as below:
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------



| | (a) | by way of
inward remittance through normal banking channels, or                                               
| | --- | --------------------------------------------------------------------------------------------------------------
| | (b) | by way of debit to the NRE / FCNR account of the person concerned maintained with an authorised dealer / bank;

| | (c) | by debit to non-interest bearing escrow account (in Indian Rupees) maintained in India with the
authorized dealer bank in accordance with Foreign Exchange Management (Deposit) Regulations, 2000;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | the consideration amount may also be paid out of the dividend payable by Indian investee company,
in which the said non-resident holds control as (i) above, provided the right to receive dividend is established and the dividend
amount has been credited to specially designated non –interest bearing rupee account for acquisition of shares on the floor
of stock exchange;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | The pricing for subsequent transfer of shares
to non-resident shareholder shall be in accordance with the pricing guidelines under the Foreign Exchange Management Act, 1999;
and
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | The original and resultant investments are
in line with the extant foreign direct investment policy and the regulations under the Foreign Exchange Management Act, 1999 in
respect of sectoral cap, entry route, reporting requirement, documentation, etc;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Transfers of shares or convertible debentures
of the company, by way of sale or gift, between two non-residents are not subject to RBI approvals or pricing restrictions. However,
for industries other than the technology sector, approval from the Government of India may be required for a transfer between two
non-residents.



Portfolio Investment by Non-Resident
Indians



Investments by persons of Indian nationality
or origin residing outside of India NRIs or registered Foreign Institutional Investors (FIIs) (as described below) made through
a stock exchange are known as Portfolio Investments.



NRIs are permitted to make Portfolio
Investments on favorable tax and other terms under India’s Portfolio Investment Scheme. Under the scheme, an NRI can purchase
up to 5% of the paid up value of the shares issued by a company, subject to the condition that the aggregate paid up value of shares
purchased by all NRIs does not exceed 10% of the paid up capital of the company. The 10% ceiling may be exceeded if a special resolution
is passed in a General Meeting of the shareholders of a company, subject to an overall ceiling of 24%. In addition to Portfolio
Investments in Indian companies, NRIs may also make foreign direct investments in Indian companies pursuant to the foreign direct
investment route discussed above.



Overseas corporate bodies controlled
by NRIs, or OCBs, were previously permitted to invest on favorable terms under the Portfolio Investment Scheme. The RBI no longer
recognizes OCBs as an eligible class of investment vehicle under various routes and schemes under the foreign exchange regulations.



Investment by Foreign Portfolio Investors





Recently, the regulatory regime concerning
foreign portfolio investments in India has undergone a change with the notification of the SEBI (Foreign Portfolio Investors) Regulations,
2014 (FPI Regulations). The Securities and Exchange Board of India clarified vide circular dated March 28, 2014 that the new FPI
regime would commence from June 1, 2014. All the existing foreign institutional investors (FIIs), sub accounts and qualified foreign
investors (QFIs) have been classified together into a new class of investors termed as foreign portfolio investors (FPIs). FPIs
are required to be registered with the designated depositary participant on behalf of the Securities Exchange Board of India subject
to compliance with ‘Know Your Customer’ norms. FPIs are permitted to invest only in the following securities:





| | (a) | securities in the primary and secondary markets including shares, debentures and warrants of companies,
listed or to be listed on a recognized stock exchange in India;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | units of schemes floated by domestic mutual funds, whether listed on a recognized stock exchange
or not;                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | units of schemes floated by a
collective investment scheme;                                                                                                                                                         
| | (d) | derivatives traded on a recognized
stock exchange;                                                                                                                                                                  
| | (e) | treasury bills and dated government
securities;                                                                                                                                                                     
| | (f) | commercial papers issued by an
Indian company;                                                                                                                                                                      
| | (g) | Rupee denominated credit enhanced
bonds;                                                                                                                                                                            
| | (h) | security receipts issued by asset
reconstruction companies;                                                                                                                                                         
| | (i) | perpetual debt instruments and debt capital instruments, as specified by the Reserve Bank of India
from time to time;                                                                                               
| | (j) | listed and unlisted non-convertible debentures / bonds issued by an Indian company in the infrastructure
sector, where ‘infrastructure’ is defined in terms of the extant External Commercial Borrowings guidelines;
| | (k) | non-convertible debentures or bonds issued by Non-Banking Financial Companies categorized as ‘Infrastructure
Finance Companies’ by the Reserve Bank of India;                                                       
| | (l) | Rupee denominated bonds or units
issued by infrastructure debt funds;                                                                                                                                               
| | (m) | Indian depository receipts; and                                                                                                                                                                                     
| | (n) | such other instruments specified
by the Securities and Exchange Board of India from time to time.                                                                                                                   



A single foreign portfolio investor or
an investor group is permitted to purchase equity shares of a company only below 10% of the total issued capital of the company.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the FPI Regulations,
an FPI, other than Category III foreign portfolio investor and unregulated broad based funds, which are classified as Category
II foreign portfolio investor by virtue of their investment manager being appropriately regulated, may issue or otherwise deal
in offshore derivative instruments (as defined under the FPI Regulations as any instrument, by whatever name called, which is issued
overseas by a FPI against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India,
as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons
who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance
with ‘know your client’ norms. An FPI is also required to ensure that no further issue or transfer of any offshore
derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory
authority.



Any FII or QFI who holds a valid certificate
of registration will be deemed to be a FPI till the expiry of the block of three years for which fees has been paid per the Securities
and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995. All existing FIIs and sub accounts, subject to
payment of conversion fees specified in the FPI Regulations, may continue to buy, sell or otherwise deal in securities subject
to the provisions of the FPI Regulations, until the earlier of (i) expiry of its registration as a FII or sub-account, or (ii)
obtaining a certificate of registration as foreign portfolio investor. All QFIs may continue to buy, sell or otherwise deal in
securities until the earlier of (i) up to a period of a one year from the date of commencement of the FPI Regulations; (ii) obtaining
a certificate of registration as a foreign portfolio investor.



In furtherance of the FPI Regulations,
the Reserve Bank of India amended relevant provisions of Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000 by a notification dated March 13, 2014. The portfolio investor registered in accordance
with the FPI Regulations would be called ‘Registered Foreign Portfolio Investor (RFPI)’. Accordingly, RFPI may purchase
and sell shares and convertible debentures of an Indian company through a registered broker as well as purchase shares and convertible
debentures offered to the public under the FPI Regulations. Further, RFPI may sell shares or convertible debentures so acquired
(i) in an open offer in accordance with the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; or (ii) in an open offer in accordance with the Securities Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; or (iii) through buyback of shares by a listed Indian company in accordance with the Securities Exchange Board
of India (Buy-back of Securities) Regulations, 1998. RFPI may also acquire shares or convertible debentures (i) in any bid for,
or acquisition of securities in response to an offer for disinvestment of shares made by the Central Government or any State Government;
or (ii) in any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market making
or subscribing to unsubscribed portion of the issue in accordance with Chapter XB of the SEBI (ICDR) Regulations, 2009.



The individual and aggregate investment
limits for the RFPIs should be below 10% (per cent) or 24% (per cent) respectively of the total paid-up equity capital or 10% (per
cent) or 24% (per cent) respectively of the paid-up value of each series of convertible debentures issued by an Indian company
and such investment should be within the overall sectoral caps prescribed under the FDI Policy. RFPI may invest in government securities
and corporate debt subject to limits specified by the Reserve Bank of India and Securities and Exchange Board of India from time
to time and to trade in all exchange traded derivative contracts on the stock exchanges in India subject to the position limits
as specified by Securities and Exchange Board of India from time to time.



Takeover Code



Please refer to the detailed description
of the Takeover Code provided under ‘Takeover Code and Listing Agreements’ above.



ADSs



Issue of ADSs



Shares of Indian companies represented
by ADSs may be approved for issuance to foreign investors by the Government of India under the Issue of Foreign Currency Convertible
Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 (the 1993 Regulations), as modified from time to
time. The 1993 Regulations are in addition to the other policies or facilities, as described above, relating to investments in
Indian companies by foreign investors.



Fungibility of ADSs



In March 2001, the RBI amended the Foreign
Exchange Management (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2000 and established two
alternative methods to allow equity shares to be converted into and sold as ADSs.

First, a registered broker in India (registered
with SEBI) can purchase shares of an Indian company that has issued ADSs on behalf of a person resident outside India, for the
purposes of converting the shares into ADSs. However, such conversion of equity shares into ADSs is possible only if the following
conditions are satisfied:





| | · | the shares are purchased on a recognized
stock exchange;                                                                                                                                                     
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | there are ADSs issued in respect of
the shares of the company;                                                                                                                                               
| | · | the shares are purchased with the permission
of the custodian to the ADSs offering of the Indian company and are deposited with the custodian;                                                               
| | · | the shares purchased for conversion into
ADSs do not exceed the number of shares that have been released by the custodian pursuant to conversions of ADSs into equity shares
under the Deposit Agreement; and
| | · | a non-resident investor, broker, the custodian
and the Depository comply with the provisions of the 1993 Regulations and any related guidelines issued by the Central Government
from time to time.          



Second, the amendment to the regulations
permit an issuer in India to sponsor the issue of ADSs through an overseas depositary against underlying equity shares accepted
from holders of its equity shares in India for offering outside of India. The sponsored issue of ADSs is possible only if the following
conditions are satisfied:





| | · | the price of the offering is determined by the lead manager of the offering. The price shall not be less than the average of the weekly high and low prices of the shares of the company during the 2 weeks preceding the relevant date (i.e. the date on which the Board of Directors of the company decides to open the issue);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | the ADS offering is approved by the FIPB;                                                                                                                                                                                                                                                                                        
| | · | the ADS offering is approved by a special
resolution of the shareholders of the issuer in a general meeting;                                                                                                                                                                                                                     
| | · | the facility is made available to all the equity shareholders of the issuer;                                                                                                                                                                                                                                                     
| | · | the proceeds of the offering are repatriated
into India within one month of the closing of the offering;                                                                                                                                                                                                                         
| | · | the sales of the existing equity shares are
made in compliance with the Foreign Direct Investment Policy (as described above) in India;                                                                                                                                                                                          
| | · | the number of shares offered by selling shareholders
are subject to limits in proportion to the existing holdings of the selling shareholders when the offer is oversubscribed; and                                                                                                                                              
| | · | the offering expenses do not exceed 7% of
the offering proceeds and are paid by shareholders on a pro-rata basis.                                                                                                                                                                                                                



The issuer is also required to furnish
a report to the RBI specifying the details of the offering, including the amount raised through the offering, the number of ADSs
issued, the underlying shares offered and the percentage of equity in the issuer represented by the ADSs.



Transfer of ADSs and Surrender of
ADSs



A person resident outside India may transfer
the ADSs held in Indian companies to another person resident outside India without any permission. An ADS holder is permitted to
surrender the ADSs held by him in an Indian company and to receive the underlying equity shares under the terms of the Deposit
Agreement. Under Indian regulations, the re-deposit of these equity shares with the Depositary for ADSs may not be permitted, other
than as set out above.



Government of India Approvals



Pursuant to the RBI’s regulations
relating to sponsored ADS offerings, an issuer in India can sponsor the issue of ADSs through an overseas depositary against underlying
equity shares accepted from holders of its equity shares in India. The guidelines specify, among other conditions, that:



| | · | The ADSs must be offered at a price determined
by the lead manager of such offering. The price shall not be less than the average of the weekly high and low prices of the shares
of the company during the 2 weeks preceding the relevant date (i.e. the date on which the Board of Directors of the company decides
to open the issue);
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | All equity holders may participate;                                                                                                                                                                                                                                                                                                      
| | · | The issuer must obtain special shareholder
approval; and                                                                                                                                                                                                                                                                                 
| | · | The proceeds must be repatriated to India
within one month of the closure of the issue                                                                                                                                                                                                                                                   

TAXATION



Indian Taxation



General. The following
summary is based on the law and practice of the Income-tax Act, 1961, or Income-tax Act, including the special tax regime contained
in Sections 115AC and 115ACA of the Income-tax Act read with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares
(through Depository Receipt Mechanism) Scheme, 1993, or the Scheme, as amended.



The Income-tax Act is amended every year
by the Finance Act of the relevant year. Some or all of the tax consequences of Sections 115AC and 115ACA may be amended or changed
by future amendments to the Income-tax Act.



The Finance Act 2012 includes General
Anti-Avoidance Rule (GAAR), wherein the tax authority may declare an arrangement as an impermissible avoidance arrangement if an
arrangement is not entered at arm’s length, results in misuse / abuse of provisions of Income Tax Act, 1961 lacks commercial
substance or the purpose of arrangement is for obtaining a tax benefit. If any of our transactions are found to be ‘impermissible
avoidance arrangements’ under GAAR, our business may be adversely affected.



The GAAR was
originally proposed to become effective for transactions entered into on or after April 1, 2013. In September 2013, vide
Notification No. 75, the Government of India has notified the applicability of the GAAR provisions along with certain
threshold limits which will become effective from April 1, 2015.

We believe this information is
materially complete as of the date hereof. However, these details are not intended to constitute a complete analysis of the individual
tax consequences to non-resident holders or employees under Indian law for the acquisition, ownership and sale of ADSs and equity
shares.



EACH PROSPECTIVE INVESTOR SHOULD CONSULT
HIS, HER OR ITS OWN TAX ADVISORS WITH RESPECT TO INDIAN AND LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY
SHARES OR ADSs.



Residence. For purposes of the
Income-tax Act, an individual is considered to be a resident of India during any fiscal year if he or she is in India in that year
for a period or periods amounting to at least 182 days; or at least 60 days and, within the four preceding years has been in India
for a period or periods amounting to at least 365 days.



The period of 60 days referred to above
shall be read as 182 days (i) in case of a citizen of India who leaves India in a previous year for the purposes of employment
outside of India or (ii) in the case of a citizen of India or a person of Indian origin living abroad who visits India.



A company is a resident of India if it
is incorporated in India or the control and the management of its affairs is situated wholly in India. Individuals and companies
that do not fulfil the above criteria would be treated as non-residents for purposes of the Income-tax Act.



Taxation of Distributions. Dividend
income is currently exempt from tax for shareholders.



Upto fiscal 2013, the domestic companies
were liable to pay a dividend distribution tax at the rate of 16.22% inclusive of applicable surcharge and education cess. The
Finance Act, 2013 has increased the surcharge on dividend distribution tax from 5% to 10% which resulted in increase in the effective
rate of dividend distribution tax to 16.995% as against 16.22% effective April 1, 2013. Any distributions of additional ADSs or
equity shares to resident or non-resident holders will not be subject to Indian tax.



Minimum Alternate Tax.
Section 115JA of the Income Tax Act which came into effect in April 1, 1997, brought certain zero tax companies under the
ambit of a Minimum Alternate Tax, or MAT. Effective April 1, 2000, Finance Act, 2000 introduced Section 115JB, under which
the income of companies eligible for tax holiday under section 10A of the Act was exempted from MAT. The amount of income to
which any of the provisions of section 10A apply, was reduced from the book profit for the purposes of calculation of income
tax payable under the aforesaid section. The Finance Act, 2007 included income eligible for deductions under sections 10A of
the Act in the computation of book profits for the levy of MAT. However, income earned by SEZ developers and units operating
in SEZ were kept out of computation of book profit subjected to MAT. Effective April 1, 2011, the Finance Act, 2011 extended
MAT to SEZ units and SEZ developer units. Income in respect of which a deduction may be claimed under section 10AA or section
80IAB of the Indian Income Tax Act therefore has to be included in book profits for computing MAT liability.



The Finance Act, 2013 has increased surcharge
on income of domestic companies having taxable income above 100,000,000
from 5% to 10%. It has resulted in the increase in effective MAT rate for such companies to 20.96% from 20.01%.



The Income Tax Act provides that the
MAT paid by companies can be adjusted against its tax liability over the next ten years.



Taxation of Employee Stock Options.
Through the Finance Act, 2009, Section 17 (2) of the Income Tax Act was amended to provide that any specified securities or sweat
equity shares allotted or transferred, directly or indirectly, by a company free of cost or at concessional rate to its current
or former employees are taxable in the hands of employees as a “perquisite”. This treatment extends to all options
granted under a company’s stock option plan, where such option is exercised on or after April 1, 2009. The value of the perquisite
is the fair market value, or FMV, of the specified security or share as on the date of exercise of the option by the employee as
reduced by the amount actually paid by, or recovered from the employee in respect of such security or share. The value of the perquisite
so computed is added to the income chargeable to tax in the hands of the employee under the head “salaries” and subject
to tax at the rate applicable to the individual employee. Securities or sweat equity shares allotted or transferred by a company
free of cost or at concessional rate to its employees were earlier subject to a fringe benefit tax, which now stands abolished.



Taxation of Capital Gains. The
following is a brief summary of capital gains taxation of non-resident holders and resident employees relating to the sale of ADSs
and equity shares received upon conversion of ADSs. The relevant provisions are contained mainly in sections 45, 47(viia), 115AC
and 115ACA, of the Income-tax Act, in conjunction with the Scheme.



Effective April 1, 2001, the Finance
Act, 2001 introduced a new section 115AC in place of the prevailing section 115AC of the Income-tax Act. You should consult your
own tax advisor concerning the tax consequences of your particular situation.



Shares (including shares issuable on
the conversion of the ADSs) held by the non-resident investor for a period of more than 12 months is treated as long term capital
assets. If the shares are held for a period of less than 12 months from the date of conversion, the same is treated as short term
capital asset.



Capital gains are taxed as follows:





| | · | As per the applicable scheme, gains from
a sale of ADSs outside India by a non-resident to another non-resident are not taxable in India;                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Long-term capital gains realized by a resident
from the transfer of the ADSs will be subject to tax at the rate of 10% excluding the applicable surcharge and education cess;
short-term capital gains on such a transfer will be taxed at graduated rates with a maximum of 30%, excluding the applicable surcharge
and education cess;
| | · | Long-term capital
gains realized by a non-resident upon the sale of equity shares obtained from the conversion of ADSs are subject to tax at a rate
of 10% excluding the applicable surcharge and education cess; and short-term capital gains on such a transfer will be taxed at
the rate of tax applicable to the seller;            
| | · | Long-term capital gain realized by a non-resident
upon the sale of equity shares obtained from the conversion of ADSs is exempt from tax if the sale of such shares is made on a
recognized stock exchange and Securities Transaction Tax, or STT (described below) is paid; and                                                        
| | · | Any short term capital gain is taxed at 15%
excluding the applicable surcharge and education cess, if the sale of such equity shares is settled on a recognized stock exchange
and STT is paid on such sale.                                                                                                                            



As per the Finance Act, 2013, the rate
of surcharge for domestic companies having total taxable income exceeding 10,000,000
but not exceeding 100,000,000
is 5% and in the case of domestic companies whose total taxable income is greater than 100,000,000,
the applicable surcharge is 10%. For foreign companies, the rate of surcharge is 2% if the total taxable income exceeds 10,000,000
but does not exceed 100,000,000
and it is 5% if the total taxable income of the foreign company exceeds 100,000,000.



Since October 1, 2004, with respect to
a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to
pay a Securities Transaction Tax (STT) at the rate of 0.1% of the transaction value of the securities, if the transaction is a
delivery based transaction, i.e. the transaction involves actual delivery or transfer of shares; the rate of 0.1% has been substituted
for 0.125% by the Finance Act, 2012 w.e.f. 1.7.2012. (ii) the seller of the shares is required to pay a STT at the rate of 0.025%
of the transaction value of the securities if the transaction is a non-delivery based transaction, i.e. a transaction settled without
taking delivery of the shares. STT is leviable with respect to a sale and purchase of a derivative and the rates of STT as substituted
by Finance Act, 2008 w.e.f. 1.6.2008 is as follows: (i) in case of sale of an option in securities, the seller is required to pay
an STT at the rate of 0.017% of the option premium; (ii) in case of a sale of an option in securities, where the option is exercised,
the buyer is required to pay a STT at the rate of 0.125% of the settlement price; and (iii) in case of sale of futures in securities,
the seller is required to pay STT at 0.017% on transaction value. This rate of 0.017% is changed to 0.01% in the Finance Act, 2013.



Any resulting taxes on capital gains
arising out of such transaction may be offset by the applicable credit mechanism allowed under double tax avoidance agreements.
The capital gains tax is computed by applying the appropriate tax rates to the difference between the sale price and the purchase
price of the ADSs or equity shares. Under the Scheme, the purchase price of equity shares in an Indian listed company received
in exchange for ADSs will be the market price of the underlying shares on the date that the Depositary gives notice to the custodian
of the delivery of the equity shares in exchange for the corresponding ADSs, or the “stepped up” basis purchase price.
The market price will be the price of the equity shares prevailing on the BSE or the NSE, as applicable.



There is no corresponding provision under
the Income-tax Act in relation to the “stepped up” basis for the purchase price of equity shares. However, to the best
of our knowledge, the tax department in India has not denied this benefit. In the event that the tax department denies this benefit,
the original purchase price of ADSs would be considered the purchase price for computing the capital gains tax.



According to the Scheme, a non-resident
holder’s holding period for the purposes of determining the applicable Indian capital gains tax rate relating to equity shares
received in exchange for ADSs commences on the date of the notice of the redemption by the Depositary to the custodian. However,
the Scheme does not address this issue in the case of resident employees, and it is therefore unclear when the holding period for
the purposes of determining capital gains tax commences for such a resident employee.



It is unclear whether section 115AC and
the Scheme are applicable to a non-resident who acquires equity shares outside India from a non-resident holder of equity shares
after receipt of the equity shares upon conversion of the ADSs.



It is unclear whether capital gains derived
from the sale of subscription rights or other rights by a non-resident holder not entitled to an exemption under a tax treaty will
be subject to Indian capital gains tax. If such subscription rights or other rights are deemed by the Indian tax authorities to
be situated within India, the gains realized on the sale of such subscription rights or other rights will be subject to Indian
taxation. The capital gains realized on the sale of such subscription rights or other rights, which will generally be in the nature
of short-term capital gains, will be subject to tax at



| | · | a maximum rate of 40% excluding the applicable
surcharge and education cess, in case of a foreign company, and                                                            
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | a maximum rate of 30% excluding the applicable
surcharge and education cess, in case of resident employees, and non-resident individuals with taxable income over 800,000.

Withholding Tax on Capital Gains.
Any taxable gain realized by a non-resident on the sale of ADSs or equity shares is to be withheld at the source by the buyer.
According to section 196C of the Income Tax Act, where any income by way of interest or dividends in respect of bonds or global
depository receipts referred to in section 115AC or by way of long-term capital gains arising from the transfer of such bonds or
global depository receipts is payable to a non-resident, the person responsible for making the payment shall, at the time of credit
of such income to the account of the payee or at the time of payment thereof in cash or by the issue of a cheque or draft or by
any other mode, whichever is earlier, deduct income tax thereon at the rate of ten per cent. However, as per the provisions of
Section 196D(2) of the Income Tax Act, no withholding tax is required to be deducted from any income by way of capital gains arising
to Foreign Institutional Investors as defined in Section 115AD of the Income Tax Act on the transfer of securities defined in Section
115AD of the Income Tax Act.



Buy-back of Securities.
Indian companies are not subject to any tax on the buy-back of their shares. However, the shareholders will be taxed on any resulting
gains. Indian companies would be required to deduct tax at source according to the capital gains tax liability of a non-resident
shareholder. Further in case of buy back of unlisted securities as per section 115QA, domestic companies are subject to tax on
buy back of unlisted securities. Correspondingly exemption to shareholder under section 10(34A) is provided.

Stamp Duty and
Transfer Tax. A transfer of ADSs is not subject to Indian stamp duty. A sale of equity shares in physical form by a non-resident
holder will be subject to Indian stamp duty at the rate of 0.25% of the market value of the equity shares on the trade date, although
customarily such tax is borne by the transferee. Shares must be traded in dematerialized form.

The transfer of shares in dematerialized
form is currently not subject to stamp duty.



Wealth Tax. The holding of the
ADSs and the holding of underlying equity shares by resident and non-resident holders is not subject to Indian wealth tax. Non-resident
holders are advised to consult their own tax advisors regarding this issue.



Service Tax. Brokerage or commission
paid to stock brokers in connection with the sale or purchase of shares is subject to a service tax of 12%, excluding surcharges
and education cess. The stock broker is responsible for collecting the service tax from the shareholder and paying it to the relevant
authority.



Material U.S. Federal Tax Consequences



The following is a summary of the material
U.S. federal income and estate tax consequences that may be relevant with respect to the ownership and disposition of equity shares
or ADSs and is for general information only. This summary addresses the U.S. federal income and estate tax considerations of holders
that are U.S. holders. U.S. holders are beneficial holders of equity shares or ADSs who are citizens or residents of the United
States, or corporations (or other entities treated as corporations for U.S. federal tax purposes) created in or under the laws
of the United States or any political subdivision thereof or therein, estates, the income of which is subject to U.S. federal income
taxation regardless of its source, and trusts for which a U.S. court exercises primary supervision and a U.S. person has the authority
to control all substantial decisions or that has a valid election under applicable U.S. Treasury regulation to be treated as a
U.S. person. This summary is limited to U.S. holders who will hold equity shares or ADSs as capital assets for U.S. federal income
tax purposes, generally for investment. In addition, this summary is limited to U.S. holders who are not resident in India for
purposes of the Convention between the Government of the United States of America and the Government of the Republic of India for
the Avoidance of Double Taxation and the Prevention of Fiscal Evasion With Respect to Taxes on Income. If a partnership, including
any entity treated as a partnership for U.S. federal income tax purposes, holds the equity shares or ADSs, the tax treatment of
a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership
holding equity shares or ADSs should consult his, her or its own tax advisor regarding the tax treatment of an investment in the
equity shares or ADSs.



This summary does not address tax considerations
applicable to holders that may be subject to special tax rules, such as banks, insurance companies, financial institutions, dealers
in securities or currencies, tax-exempt entities, persons that will hold equity shares or ADSs as a position in a ‘straddle’
or as part of a ‘hedging’ or ‘conversion’ transaction for tax purposes, persons that have a ‘functional
currency’ other than the U.S. dollar or holders of 10% or more, by voting power or value, of the shares of our company. This
summary is based on the Internal Revenue Code of 1986, as amended and as in effect on the date of this Annual Report on Form 20-F
and on United States Treasury Regulations in effect or, in some cases, proposed, as of the date of this Annual Report on Form 20-F,
as well as judicial and administrative interpretations thereof available on or before such date, and is based in part on the assumption
that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. All of
the foregoing are subject to change, which change could apply retroactively, or the Internal Revenue Service may interpret existing
authorities differently, any of which could affect the tax consequences described below. This summary does not address U.S. federal
tax laws other than income or estate tax or U.S. state or local or non-U.S. tax laws.



EACH PROSPECTIVE INVESTOR SHOULD CONSULT
HIS, HER OR ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF ACQUIRING, OWNING
OR DISPOSING OF EQUITY SHARES OR ADSs.



Ownership of ADSs. For U.S. federal
income tax purposes, holders of ADSs will generally be treated as the holders of equity shares represented by such ADSs.



Dividends. Subject to the passive
foreign investment company rules described below, the gross amount of any distributions of cash or property with respect to ADSs
or equity shares (before reduction for any Indian withholding taxes) generally will be included in income by a U.S. holder as ordinary
dividend income at the time of receipt, which in the case of a U.S. holder of ADSs generally should be the date of receipt by the
Depositary, to the extent such distributions are made from the current or accumulated earnings and profits (as determined under
U.S. federal income tax principles) of our company. Such dividends will not be eligible for the dividends received deduction generally
allowed to corporate U.S. holders. To the extent, if any, that the amount of any distribution by our company exceeds our company’s
current and accumulated earnings and profits (as determined under U.S. federal income tax principles) such excess will be treated
first as a tax-free return of capital to the extent of the U.S. holder’s tax basis in the equity shares or ADSs, and thereafter
as capital gain. Subject to certain limitations, dividends paid to non-corporate U.S. holders, including individuals, may be eligible
for a reduced rate of taxation if we are deemed to be a ‘qualified foreign corporation’ for U.S. federal income tax
purposes. A qualified foreign corporation includes a foreign corporation if (1) its shares (or, according to legislative history,
its ADSs) are readily tradable on an established securities market in the United States or (2) it is eligible for the benefits
under a comprehensive income tax treaty with the United States. In addition, a corporation is not a qualified foreign corporation
if it is a passive foreign investment company (as discussed below). The ADSs are traded on the NYSE. Due to the absence of specific
statutory provisions addressing ADSs, however, there can be no assurance that we are a qualified foreign corporation solely as
a result of our listing on NYSE. Nonetheless, we may be eligible for benefits under the comprehensive income tax treaty between
India and the United States. Each U.S. holder should consult its own tax advisor regarding the treatment of dividends and such
holder’s eligibility for a reduced rate of taxation.



Subject to certain conditions and limitations,
any Indian withholding tax imposed upon distributions paid to a U.S. holder with respect to ADSs or equity shares should be eligible
for credit against the U.S. holder’s federal income tax liability. Alternatively, a U.S. holder may claim a deduction for
such amount, but only for a year in which a U.S. holder does not claim a credit with respect to any foreign income taxes. The overall
limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose,
distributions on ADSs or ordinary shares generally will be foreign source income for purposes of computing the U.S. foreign tax
credit allowable to a U.S. holder.



If dividends are paid in Indian rupees,
the amount of the dividend distribution included in the income of a U.S. holder will be in the U.S. dollar value of the payments
made in Indian rupees, determined at a spot exchange rate between Indian rupees and U.S. dollars applicable to the date such dividend
is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally,
gain or loss, if any, resulting from currency exchange fluctuations during the period from the date the dividend is paid to the
date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss.



Sale or exchange of equity shares
or ADSs. Subject to the passive foreign investment company rules described below, a U.S. holder generally will recognize gain
or loss on the sale or exchange of equity shares or ADSs equal to the difference between the amount realized on such sale or exchange
and the U.S. holder’s adjusted tax basis in the equity shares or ADSs, as the case may be. Such gain or loss will be capital
gain or loss, and will be long-term capital gain or loss if the equity shares or ADSs, as the case may be, were held for more than
one year.



Gain or loss, if any, recognized by a
U.S. holder generally will be treated as U.S. source passive category income or loss for U.S. foreign tax credit purposes. Capital
gains realized by a U.S. holder upon the sale of equity shares (but not ADSs) may be subject to certain tax in India. See ‘Taxation
- Indian Taxation - Taxation of Capital Gains.’ Due to limitations on foreign tax credits, however, a U.S. holder may not
be able to utilize such taxes as a credit against the U.S. holder’s federal income tax liability.



Estate taxes. An individual U.S.
holder will have the value of the equity shares or ADSs held by such holder included in his or her gross estate for U.S. federal
estate tax purposes. An individual holder who actually pays Indian estate tax with respect to the equity shares will, however,
be entitled to credit the amount of such tax against his or her U.S. federal estate tax liability, subject to a number of conditions
and limitations.



Additional Tax on Investment Income.
For taxable years beginning after December 31, 2012, U.S. holders that are individuals, estates or trusts and whose income exceeds
certain thresholds will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends
on, and capital gains from the sale or other taxable disposition of, equity shares or ADSs, subject to certain limitations and
exceptions.



Backup withholding tax and information
reporting requirements. Any dividends paid on, or proceeds from a sale of, equity shares or ADSs to or by a U.S. holder may
be subject to U.S. information reporting, and a backup withholding tax may apply unless the holder is an exempt recipient or provides
a U.S. taxpayer identification number and certifies under penalty of perjury that such number is correct and that such holder is
not subject to backup withholding and otherwise complies with any applicable backup withholding requirements. Any amount withheld
under the backup withholding rules will be allowed as a refund or credit against the holder’s U.S. federal income tax liability,
provided that the required information is timely furnished to the Internal Revenue Service.



Certain U.S. holders are required to
report information with respect to their investment in equity shares or ADSs not held through a custodial account with a U.S. financial
institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return.
Investors who fail to report required information could become subject to substantial penalties. Each U.S. holder should consult
its tax advisor concerning its obligation to file new Internal Revenue Service Form 8938.



Passive foreign investment company.
A non-U.S. corporation generally will be classified as a passive foreign investment company for U.S. federal income tax purposes
if either:



| | · | 75% or more of its gross income for the taxable
year is passive income; or                                                                        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| | · | on average for the taxable year by value,
if 50% or more of its assets (generally value) produce or are held for the production of passive income.



We do not believe that we satisfy either
of the tests for passive foreign investment company status for the fiscal year ended March 31, 2014. Because this determination
is made on an annual basis, however, no assurance can be given that we will not be considered a passive foreign investment company
in future taxable years. If we were to be a passive foreign investment company for any taxable year, U.S. holders:



| | · | may be required to pay an interest charge
together with tax calculated at ordinary income rates on ‘excess distributions,’ as the term is defined in relevant
provisions of the U.S. tax laws and on any gain on a sale or other disposition of equity shares;                                                                                                                                 
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | may avoid the ‘excess distribution’ rules described above by making a “qualified electing fund election” (as the term is defined in relevant provisions of the U.S. tax laws) and including in their taxable income their pro-rata share of undistributed amounts of our income. We do not plan to provide information necessary for U.S. holders to make a ‘qualified electing fund’ election;
| | · | may avoid the ‘excess distribution rules described above if the equity shares are ‘marketable’ by making a mark-to-market election, in which case the U.S. holder must mark-to-market the equity shares each taxable year and recognize ordinary gain and, to the extent of prior ordinary gain, ordinary loss for the increase or decrease in market value for such taxable year; or          
| | · | will generally be subject to additional annual return requirements and may be required to file Internal Revenue Service Form 8621, unless certain exemptions apply.                                                                                                                                                                                                                            

THE ABOVE SUMMARY IS NOT INTENDED
TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OF EQUITY SHARES OR ADSs. YOU SHOULD CONSULT
YOUR OWN TAX ADVISOR CONCERNING THE TAX CONSEQUENCES TO YOU BASED ON YOUR PARTICULAR SITUATION.



DOCUMENTS ON DISPLAY



This report and other information filed
or to be filed by Infosys Limited can be inspected and copied at the public reference facilities maintained by the SEC at 100 F
Street, N.E., Washington, D.C. 20459.



The SEC maintains a website at www.sec.gov
that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings
with the SEC using its EDGAR system.



Additionally, documents referred to in
this Form 20-F may be inspected at our corporate offices which are located at Electronics City, Hosur Road, Bangalore-560 100.



Item 11. Quantitative and Qualitative
Disclosures About Market Risk



This information is set forth under the
caption ‘Operating and Financial Review and Prospects’ is as set out above in this Annual Report on Form 20-F and such
information is incorporated herein by reference.



Item 12. Description of Securities
Other Than Equity Securities Fees and charges payable by holders of our ADSs



The fees and charges payable by holders
of our ADSs include the following:



| | (i)   | a fee not in excess of U.S.$
    0.05 per ADS is charged for each issuance of ADSs including issuances resulting from distributions of shares, share
    dividends, share splits, bonuses and rights distributions;                                                                                                                                   
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | a fee not in excess of U.S.$ 0.05 per ADS
    is charged for each surrender of ADSs in exchange for the underlying deposited securities;                                                                                                                                                                                                              
| | (iii) | a fee not in excess of U.S.$ 0.02 per ADS
    for each cash distribution pursuant to the deposit agreement; and                                                                                                                                                                                                                                       
| | (iv)  | a fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee for the execution and delivery of ADSs referred to in item (i) above which would have been charged as a result of the deposit of such securities, which were instead distributed by the depositary to ADS holders.



Additionally, under the terms of our
deposit agreement, the depositary is entitled to charge each registered holder the following:



| | (i)   | taxes and other governmental charges incurred by the depositary or the custodian on any ADS or an equity share underlying an ADS;                                                                                                                                                           
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities, including those of a central depository for securities (where applicable);                          
| | (iii) | any cable, telex, facsimile transmission and delivery expenses incurred by the depositary; and                                                                                                                                                                                              
| | (iv)  | customary expenses incurred by the depositary in the conversion of foreign currency, including, without limitation, expenses incurred on behalf of registered holders in connection with compliance with foreign exchange control restrictions and other applicable regulatory requirements.



In the case of cash distributions, fees
are generally deducted from the cash being distributed. Other fees may be collected from holders of ADSs in a manner determined
by the depositary with respect to ADSs registered in the name of investors (whether certificated or in book-entry form) and ADSs
held in brokerage and custodian accounts (via DTC). In the case of distributions other than cash (i.e., stock dividends, etc.),
the depositary charges the applicable ADS record date holder concurrent with the distribution. In the case of ADSs registered in
the name of the investor (whether certificated or in book-entry form), the depositary sends invoices to the applicable record date
ADS holders.



If any tax or other governmental charge
is payable by the holders and / or beneficial owners of ADSs to the depositary, the depositary, the custodian or the Company may
withhold or deduct from any distributions made in respect of deposited securities and may sell for the account of the holder and / or
beneficial owner any or all of the deposited securities and apply such distributions and sale proceeds in payment of such taxes
(including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remaining fully liable
for any deficiency.



Fees and other payments made by the
depositary



During fiscal 2014, expenses in an aggregate amount
of approximately $157,688 have been borne by the depositary in relation to the Company’s ADS program, including
approximately:



| | · | $108,690 towards payment made to proxy processing firms for mailing the Company's notice, proxy card and other interim communications to ADS holders or their brokers including dividend re-investment and transfer fees.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | $45,360 towards payments made to Ipreo
for weekly and monthly Market intelligence ADR Reports.                                                                                                                           



Apart from this, the Company has not received any other reimbursements
or payments from the depositary, either directly or indirectly, during fiscal 2014.



During fiscal 2013, in addition to the expenses borne by
the depositary disclosed in Item 12 of our Annual Report on Form 20-F for fiscal 2013, the Company also received
reimbursement of $1,264,694.51 (net of taxes) from the depositary in relation to the Company’s ADS program.





Part II



Item 13. Defaults, Dividend Arrearages
and Delinquencies



None



Item 14. Material Modifications to
the Rights of Security Holders and Use of Proceeds



None



Item 15. Controls and Procedures



DISCLOSURE CONTROLS AND PROCEDURES



As of the end of the period covered by
this Annual Report on Form 20-F, our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
has carried out an evaluation of the effectiveness of our disclosure controls and procedures. The term “disclosure controls
and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed
in the reports we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our
reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and
evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well conceived
and operated, can only provide reasonable assurance that the objectives of the disclosure controls and procedures are met.



Based on their evaluation as of the end
of the period covered by this Annual Report on Form 20-F, our Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be
disclosed in filings and submissions under the Exchange Act, is recorded, processed, summarized, and reported within the time periods
specified by the SEC’s rules and forms, and that material information related to us and our consolidated subsidiaries is
accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions about required disclosure.



Management’s Annual Report on
Internal Control Over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting
Standards, as issued by the International Accounting Standards Board. Our internal control over financial reporting includes those
policies and procedures that:





| | · | pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;                                                                                                                                                             
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with applicable accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors; and
| | · | provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.                                                                                                           





Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.



Management assessed the effectiveness
of our internal control over financial reporting as of March 31, 2014. In conducting its assessment of internal control over financial
reporting, management based its evaluation on the 1992 framework in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management has concluded that our internal
control over financial reporting was effective as of March 31, 2014.



Our independent registered public accounting
firm, KPMG, has audited the consolidated financial statements included in this Annual Report on Form 20-F, and as part of their
audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting as of March
31, 2014.



Report of Independent Registered Public
Accounting Firm



The Board of Directors and Shareholders

Infosys Limited:



We have audited Infosys
Limited’s internal control over financial reporting as of March 31, 2014, based on criteria established in Internal
Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Infosys Limited’s management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit.



We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.



A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.



Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



In our opinion, Infosys Limited maintained,
in all material respects, effective internal control over financial reporting as of March 31, 2014, based on criteria established
in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of Infosys Limited and subsidiaries as of March 31, 2014 and 2013, and the related consolidated statements of comprehensive
income, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2014, and the related financial
statement schedule II, and our report dated May 9, 2014 expressed an unqualified opinion on those consolidated financial statements
and the financial statement schedule II.



KPMG

Bangalore, India

May 9, 2014



CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING



During the period covered by this Annual
Report on Form 20-F, there were no changes in our internal control over financial reporting that have materially affected or are
reasonably likely to materially affect our internal control over financial reporting.



Item 16A. Audit Committee Financial
Expert



Mr. R. Seshasayee is a member of our
Board and is a member of its Audit Committee and its Chairperson. Our Board has determined that Mr. R. Seshasayee is an “audit
committee financial expert” as defined in Item 16A of Form 20-F. Our Board has determined that Mr. R. Seshasayee is an independent
director under applicable NYSE rules and Rule 10A-3 under the Exchange Act.



Item 16B. Code of Ethics



On May 7, 2013, our Board adopted
a revised Code of Conduct and Ethics that replaced the earlier Code of Conduct and Ethics adopted by the Board on April 15,
2013 and ensures compliance with Section 406 of the Sarbanes-Oxley Act of 2002 and the NYSE Listed Company Manual. The
revised Code of Conduct and Ethics is applicable to all officers, directors and employees and is posted on our website at www.infosys.com.
The Code of Conduct and Ethics has been filed previously and is incorporated by reference to this Annual Report on Form
20-F.



On April 15, 2014, our Board of
Directors modified the Whistleblower Policy that was adopted on April 13, 2012. The modification was to reflect the change in
the ombudsman of the Whistleblower Policy. The modified Whistleblower Policy has been filed previously and is incorporated by
reference to this Annual Report on Form 20-F. The Whistleblower Policy is posted on our website at www.infosys.com.



Item 16C. Principal Accountant Fees
and Services



The following table sets forth fees
for professional audit services for the audit of our annual financial statements, and fees for other services rendered by our principal
accountant and their associated entities for fiscal 2014 and 2013:



(Dollars in millions)

|Type of Service    | Fiscal 2014 | Fiscal 2013 | Description of Services                   
|------------------ | ----------- | ----------- | ------------------------------------------
|(a) Audit Fees     | $1.1        | $1.1        | Audit and review of financial statements  
|(b) Tax Fees       | 0.5         | 0.2         | Tax returns, filing and advisory services 
|(c) All Other Fees | 0.1         | 0.3         | Due diligence  and other advisory services
|Total              | $1.7        | $1.6        |                                           



Our Audit Committee charter requires
us to take the prior approval of our Audit Committee on every occasion we engage our principal accountants or their associated
entities to provide us any audit and non-audit services. We disclose to our Audit Committee the nature of services that are provided
and the fees to be paid for the services. All of the audit and non-audit services provided by our principal accountants or their
associated entities in the previous two fiscal years have been pre-approved by our Audit Committee.



Item 16D. Exemptions from the Listing
Standards for Audit Committees



Not applicable.



Item 16E. Purchases of Equity Securities
by the Issuer and Affiliated Purchasers



None.



Item 16F. Change in Registrant’s
Certifying Accountant



Not applicable.



Item 16G. Corporate Governance



Section 303A of the Listed Company Manual
of the New York Stock Exchange (“NYSE”) provides that a foreign private issuer may follow its home country practice
in lieu of the requirements of Section 303A of the NYSE Listed Company Manual, provided that such foreign private issuer must:



| | · | have an audit committee that satisfies the
requirements of Rule 10A-3 under the Securities Exchange Act of 1934;
| | - | ----------------------------------------------------------------------------------------------------------------

| | · | disclose any significant ways in which its
corporate governance practices differ from those followed by domestic companies under NYSE listing standards in its annual reports
filed with the SEC on Form 20-F;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | promptly notify the NYSE of non-compliance
with Section 303A of the NYSE Listed Company Manual; and
| | - | ---------------------------------------------------------------------------------------------------

| | · | comply with the NYSE’s annual and interim
certification requirements.
| | - | ---------------------------------------------------------------------

Under the Section
402.04 of the NYSE Listed Company Manual, actively operating companies that maintain a listing on the NYSE are required to solicit
proxies for all meetings of shareholders. However, Section 105 of the Indian Companies Act prohibits a company incorporated under
that Act from soliciting proxies. Because we are prohibited from soliciting proxies under Indian law, we will not meet the proxy
solicitation requirement of Section 402.04 of the NYSE Listed Company Manual. However, as described above, we give written notices
of all our shareholder meetings to all the shareholders and we also file such notices with the SEC.



Part III



Item 16H. Mine Safety Disclosure



Not applicable.



Item 17. Financial statements



See Item 18.



Item 18. Financial statements



CONSOLIDATED STATEMENTS AND
OTHER FINANCIAL INFORMATION



Report of the Audit Committee



To the members of Infosys Limited



In connection with the March 31, 2014
consolidated financial statements prepared under International Financial Reporting Standards as issued by the International Accounting
Standards Board, the Audit Committee: (1) reviewed and discussed the consolidated financial statements with management; (2) discussed
with the auditors the matters required by Statement on Auditing Standards No. 61 as amended (AICPA, Professional Standards, Vol.
1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and (3) received the written disclosures
and the letter from the auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding
the auditor’s communications with the audit committee concerning independence, and has discussed with the auditor the auditor’s
independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in the Annual Report on Form 20-F to be filed with the Securities and Exchange Commission
of the United States of America.



|Bangalore, India
        May 9, 2014 | R. Seshasayee
        Chairperson, Audit committee | K. V. Kamath
        Member, Audit committee | Prof. Jeffrey S. Lehman
        Member, Audit committee
|------------------------------------ | -------------------------------------------------- | -------------------------------------------- | -------------------------------------------------------



Report of management



The management is responsible for preparing
the company's consolidated financial statements and related information that appears in this Annual Report. The management believes
that the consolidated financial statements fairly reflect the form and substance of transactions, and reasonably present the financial
condition and results of operations of Infosys Limited and subsidiaries in conformity with International Financial Reporting Standards
as issued by the International Accounting Standards Board. The management has included, in the company's consolidated financial
statements, amounts that are based on estimates and judgments, which it believes are reasonable under the circumstances.



The company maintains a system of internal
procedures and controls intended to provide reasonable assurance, at appropriate cost, that transactions are executed in accordance
with company authorization and are properly recorded and reported in the consolidated financial statements, and that assets are
adequately safeguarded.



KPMG audits the company's consolidated
financial statements in accordance with the Standards of the Public Company Accounting Oversight Board (United States).



The Board of Directors has appointed
an Audit Committee composed of outside directors. The committee meets with the management, internal auditors, and the independent
auditors to review internal accounting controls and accounting, auditing, and financial reporting matters.



|Bangalore, India
        May 9, 2014 | Rajiv Bansal
        Chief Financial Officer | S. D. Shibulal
        Chief Executive Officer
|------------------------------------ | -------------------------------------------- | ----------------------------------------------



Report of Independent Registered Public Accounting Firm



The Board of Directors and Shareholders

Infosys Limited:



We have audited the accompanying
consolidated balance sheets of Infosys Limited and subsidiaries as of March 31, 2014 and 2013, and the related consolidated
statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended
March 31, 2014. In connection with our audits of the consolidated financial statements, we also have audited financial
statement schedule II. These consolidated financial statements and the financial statement schedule II are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and
financial statement schedule II based on our audits.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of Infosys Limited
and subsidiaries as of March 31, 2014 and 2013, and the results of their operations and their cash flows for each of the
years in the three-year period ended March 31, 2014, in conformity with International Financial Reporting Standards as issued
by the International Accounting Standards Board (“IFRS”). Also in our opinion, the related financial statement
schedule II, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.



We also have audited, in accordance
with the standards of the Public Company Accounting Oversight Board (United States), Infosys Limited’s internal control
over financial reporting as of March 31, 2014, based on criteria established in Internal Control – Integrated
Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
May 9, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.



KPMG

Bangalore, India

May 9, 2014



Infosys Limited and subsidiaries



Consolidated Balance Sheets as of
March 31,

(Dollars
in millions except share data)

|                                                                                                                                                                                                               | Note                    | 2014    | 2013   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ------- | -------
|ASSETS                                                                                                                                                                                                         |                         |         |        
|Current assets                                                                                                                                                                                                 |                         |         |        
|Cash and cash equivalents                                                                                                                                                                                      | 2.1                     | $4,331  | $4,021 
|Available-for-sale financial assets                                                                                                                                                                            | 2.2                     | 367     | 320    
|Investment in certificates of deposit                                                                                                                                                                          |                         | 143     | –      
|Trade receivables                                                                                                                                                                                              |                         | 1,394   | 1,305  
|Unbilled revenue                                                                                                                                                                                               |                         | 469     | 449    
|Derivative financial instruments                                                                                                                                                                               | 2.7                     | 36      | 19     
|Prepayments and other current assets                                                                                                                                                                           | 2.4                     | 440     | 391    
|Total current assets                                                                                                                                                                                           |                         | 7,180   | 6,505  
|Non-current assets                                                                                                                                                                                             |                         |         |        
|Property, plant and equipment                                                                                                                                                                                  | 2.5                     | 1,316   | 1,191  
|Goodwill                                                                                                                                                                                                       | 2.6                     | 360     | 364    
|Intangible assets                                                                                                                                                                                              | 2.6                     | 57      | 68     
|Available-for-sale financial assets                                                                                                                                                                            | 2.2                     | 208     | 72     
|Deferred income tax assets                                                                                                                                                                                     | 2.16                    | 110     | 94     
|Income tax assets                                                                                                                                                                                              | 2.16                    | 254     | 201    
|Other non-current assets                                                                                                                                                                                       | 2.4                     | 37      | 44     
|Total non-current assets                                                                                                                                                                                       |                         | 2,342   | 2,034  
|Total assets                                                                                                                                                                                                   |                         | $9,522  | $8,539 
|LIABILITIES AND EQUITY                                                                                                                                                                                         |                         |         |        
|Current liabilities                                                                                                                                                                                            |                         |         |        
|Trade payables                                                                                                                                                                                                 |                         | $29     | $35    
|Current income tax liabilities                                                                                                                                                                                 | 2.16                    | 365     | 245    
|Client deposits                                                                                                                                                                                                |                         | 6       | 6      
|Unearned revenue                                                                                                                                                                                               |                         | 110     | 152    
|Employee benefit obligations                                                                                                                                                                                   |                         | 159     | 113    
|Provisions                                                                                                                                                                                                     | 2.8                     | 63      | 39     
|Other current liabilities                                                                                                                                                                                      | 2.9                     | 792     | 568    
|Total current liabilities                                                                                                                                                                                      |                         | 1,524   | 1,158  
|Non-current liabilities                                                                                                                                                                                        |                         |         |        
|Deferred income tax liabilities                                                                                                                                                                                | 2.16                    | 11      | 23     
|Other non-current liabilities                                                                                                                                                                                  | 2.9                     | 54      | 27     
|Total liabilities                                                                                                                                                                                              |                         | 1,589   | 1,208  
|Equity                                                                                                                                                                                                         |                         |         |        
|Share capital-5
    ($0.16) par value 600,000,000 equity shares authorized, issued and outstanding 571,402,566 net of 2,833,600
    treasury shares each as of March 31, 2014 and March 31, 2013, respectively |                         | 64      | 64     
|Share premium                                                                                                                                                                                                  |                         | 704     | 704    
|Retained earnings                                                                                                                                                                                              |                         | 8,892   | 7,666  
|Other components of equity                                                                                                                                                                                     |                         | (1,727) | (1,103)
|Total equity attributable to equity holders of the company                                                                                                                                                     |                         | 7,933   | 7,331  
|Non-controlling interests                                                                                                                                                                                      |                         | –       | –      
|Total equity                                                                                                                                                                                                   |                         | 7,933   | 7,331  
|Total liabilities and equity                                                                                                                                                                                   |                         | $9,522  | $8,539 
|Commitments and contingent liabilities                                                                                                                                                                         | 2.5, 2.8, 2.16 and 2.20 |         |        



The accompanying notes form an integral
part of the consolidated financial statements



Infosys Limited and subsidiaries



Consolidated Statements of Comprehensive
Income for the years ended March 31,



(Dollars in millions except share and
per equity share data)

|                                                                                           | Note | 2014        | 2013        | 2012       
|------------------------------------------------------------------------------------------ | ---- | ----------- | ----------- | -----------
|Revenues                                                                                   |      | $8,249      | $7,398      | $6,994     
|Cost of sales                                                                              |      | 5,292       | 4,637       | 4,118      
|Gross profit                                                                               |      | 2,957       | 2,761       | 2,876      
|Operating expenses:                                                                        |      |             |             |            
|Selling and marketing expenses                                                             |      | 431         | 373         | 366        
|Administrative expenses                                                                    |      | 547         | 479         | 497        
|Total operating expenses                                                                   |      | 978         | 852         | 863        
|Operating profit                                                                           |      | 1,979       | 1,909       | 2,013      
|Other income, net                                                                          | 2.13 | 440         | 433         | 397        
|Profit before income taxes                                                                 |      | 2,419       | 2,342       | 2,410      
|Income tax expense                                                                         | 2.16 | 668         | 617         | 694        
|Net profit                                                                                 |      | $1,751      | $1,725      | $1,716     
|Other comprehensive income                                                                 |      |             |             |            
|Items that will not be reclassified to profit or loss:                                     |      |             |             |            
|Remeasurements of the net defined benefit liability / asset (Refer to Note 2.11.1)         |      | –           | –           | –          
|Items that may be reclassified subsequently to profit or loss:                             |      |             |             |            
|Fair value changes on available-for-sale financial
    assets (Refer to Note 2.2 and 2.16) |      | (17)        | 1           | (2)        
|Exchange differences on translation of foreign operations                                  |      | (616)       | (404)       | (760)      
|Total other comprehensive income, net of tax                                               |      | $(633)      | $(403)      | $(762)     
|Total comprehensive income                                                                 |      | $1,118      | $1,322      | $954       
|Profit attributable to:                                                                    |      |             |             |            
|Owners of the company                                                                      |      | $1,751      | $1,725      | $1,716     
|Non-controlling interests                                                                  |      | –           | –           | –          
|                                                                                           |      | $1,751      | $1,725      | $1,716     
|Total comprehensive income attributable to:                                                |      |             |             |            
|Owners of the company                                                                      |      | $1,118      | $1,322      | $954       
|Non-controlling interests                                                                  |      | –           | –           | –          
|                                                                                           |      | $1,118      | $1,322      | $954       
|Earnings per equity share                                                                  |      |             |             |            
|Basic ($)                                                                                  |      | 3.06        | 3.02        | 3.00       
|Diluted ($)                                                                                |      | 3.06        | 3.02        | 3.00       
|Weighted average equity shares used in computing earnings per equity share                 | 2.17 |             |             |            
|Basic                                                                                      |      | 571,402,566 | 571,399,238 | 571,365,494
|Diluted                                                                                    |      | 571,402,566 | 571,400,091 | 571,396,142



The accompanying notes form an integral
part of the consolidated financial statements.



Infosys Limited and subsidiaries



Consolidated Statements of Changes
in Equity

(Dollars in millions except share
data)

|                                                                                                              | Shares(1)   | Share capital | Share premium | Retained earnings | Other components of equity | Total equity attributable to equity holders of the company
|------------------------------------------------------------------------------------------------------------- | ----------- | ------------- | ------------- | ----------------- | -------------------------- | ----------------------------------------------------------
|Balance as of April 1, 2011                                                                                   | 571,317,959 | $64           | $702          | $5,294            | $62                        | $6,122                                                    
|Changes in equity for the year ended March 31, 2012                                                           |             |               |               |                   |                            |                                                           
|Shares issued on exercise of employee stock options                                                           | 78,442      | –             | 1             | –                 | –                          | 1                                                         
|Dividends (including corporate dividend tax)                                                                  | –           | –             | –             | (501)             | –                          | (501)                                                     
|Fair value changes on available-for-sale financial
    assets, net of tax effect (Refer to Note 2.2 and 2.16) | –           | –             | –             | –                 | (2)                        | (2)                                                       
|Net profit                                                                                                    | –           | –             | –             | 1,716             | –                          | 1,716                                                     
|Exchange differences on translation of foreign operations                                                     | –           | –             | –             | –                 | (760)                      | (760)                                                     
|Balance as of March 31, 2012                                                                                  | 571,396,401 | $64           | $703          | $6,509            | $(700)                     | $6,576                                                    
|Changes in equity for the year ended March 31, 2013                                                           |             |               |               |                   |                            |                                                           
|Shares issued on exercise of employee stock options                                                           | 6,165       | –             | 1             | –                 | –                          | 1                                                         
|Dividends (including corporate dividend tax)                                                                  | –           | –             | –             | (568)             | –                          | (568)                                                     
|Fair value changes on available-for-sale financial
    assets, net of tax effect (Refer to Note 2.2 and 2.16) | –           | –             | –             | –                 | 1                          | 1                                                         
|Net profit                                                                                                    | –           | –             | –             | 1,725             | –                          | 1,725                                                     
|Exchange differences on translation of foreign operations                                                     | –           | –             | –             | –                 | (404)                      | (404)                                                     
|Balance as of March 31, 2013                                                                                  | 571,402,566 | $64           | $704          | $7,666            | $(1,103)                   | $7,331                                                    
|Changes in equity for the year ended March 31, 2014                                                           |             |               |               |                   |                            |                                                           
|Remeasurement of the net defined
    benefit liability / asset, net of tax effect (Refer to Note 2.11.1)      | –           | –             | –             | –                 | –                          | –                                                         
|Change in accounting policy - Adoption of Revised IAS 19 (Refer to Note 2.11.1)                               | _           |               | _             | (6)               | 9                          | 3                                                         
|Dividends (including corporate dividend tax)                                                                  | –           | –             | –             | (519)             | –                          | (519)                                                     
|Fair value changes on available-for-sale financial
    assets, net of tax effect (Refer to Note 2.2 and 2.16) | –           | –             | –             | –                 | (17)                       | (17)                                                      
|Net profit                                                                                                    | –           | –             | –             | 1,751             | –                          | 1,751                                                     
|Exchange differences on translation of foreign operations                                                     | –           | –             | –             | –                 | (616)                      | (616)                                                     
|Balance as of March 31, 2014                                                                                  | 571,402,566 | $64           | $704          | $8,892            | $(1,727)                   | $7,933                                                    





|                                                                                      | (1) | excludes treasury shares of 2,833,600 held by consolidated trusts.
|------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------
|The accompanying notes form an integral part of the consolidated financial statements



Infosys Limited and subsidiaries



Consolidated Statements of Cash Flows
for the years ended March 31,

(Dollars in millions)

|                                                                                                                               | Note        | 2014    | 2013    | 2012   
|------------------------------------------------------------------------------------------------------------------------------ | ----------- | ------- | ------- | -------
|Operating activities:                                                                                                          |             |         |         |        
|Net profit                                                                                                                     |             | $1,751  | $1,725  | $1,716 
|Adjustments to reconcile net profit to net cash provided by operating activities:                                              |             |         |         |        
|Depreciation and amortization                                                                                                  | 2.5 and 2.6 | 226     | 207     | 195    
|Income on available-for-sale financial assets and certificates of deposit                                                      |             | (44)    | (45)    | (8)    
|Income tax expense                                                                                                             | 2.16        | 668     | 617     | 694    
|Other non-cash item                                                                                                            |             | –       | 1       | 1      
|Effect of exchange rate changes on assets and liabilities                                                                      |             | 8       | 4       | 7      
|Deferred purchase price                                                                                                        | 2.3         | 31      | 10      | –      
|Reversal of contingent consideration                                                                                           |             | (5)     | –       | –      
|Changes in working capital                                                                                                     |             |         |         |        
|Trade receivables                                                                                                              |             | (209)   | (181)   | (247)  
|Prepayments and other assets                                                                                                   |             | (60)    | (83)    | (13)   
|Unbilled revenue                                                                                                               |             | (62)    | (87)    | (131)  
|Trade payables                                                                                                                 |             | 5       | 23      | (5)    
|Client deposits                                                                                                                |             | 1       | 4       | (1)    
|Unearned revenue                                                                                                               |             | (27)    | 49      | 6      
|Other liabilities and provisions                                                                                               |             | 358     | 97      | 123    
|Cash generated from operations                                                                                                 |             | 2,641   | 2,341   | 2,337  
|Income taxes paid                                                                                                              | 2.16        | (638)   | (603)   | (656)  
|Net cash provided by operating activities                                                                                      |             | 2,003   | 1,738   | 1,681  
|Investing activities:                                                                                                          |             |         |         |        
|Expenditure on property, plant and equipment, net of sale proceeds, including changes in retention money and capital creditors | 2.5 and 2.9 | (451)   | (382)   | (301)  
|Payment on acquisition of intangible assets                                                                                    |             | –       | (2)     | (19)   
|Payment for acquisition of business, net of cash acquired                                                                      |             | –       | (213)   | (41)   
|Loans to employees                                                                                                             |             | (4)     | (11)    | (5)    
|Deposits placed with corporation                                                                                               |             | (37)    | (45)    | (23)   
|Income from available-for-sale financial assets and certificates of deposit                                                    |             | 33      | 41      | 6      
|Investment in quoted debt securities                                                                                           |             | (154)   | (69)    | –      
|Investment in certificates of deposit                                                                                          |             | (210)   | –       | (75)   
|Redemption of certificates of deposit                                                                                          |             | 74      | 67      | 31     
|Investment in liquid mutual funds                                                                                              |             | (3,731) | (4,029) | (1,247)
|Redemption of liquid mutual funds                                                                                              |             | 3,681   | 3,716   | 1,245  
|Investment in fixed maturity plan securities                                                                                   |             | (24)    | –       | –      
|Net cash used in investing activities                                                                                          |             | (823)   | (927)   | (429)  
|Financing activities:                                                                                                          |             |         |         |        
|Proceeds from issuance of common stock on exercise of employee stock options                                                   |             | –       | 1       | 1      
|Repayment of borrowings taken over from Lodestone                                                                              |             | –       | (16)    | –      
|Payment of dividends (including corporate dividend
    tax)                                                                    |             | (519)   | (568)   | (501)  
|Net cash used in financing activities                                                                                          |             | (519)   | (583)   | (500)  
|Effect of exchange rate changes on cash and cash equivalents                                                                   |             | (351)   | (254)   | (442)  
|Net increase in cash and cash equivalents                                                                                      |             | 661     | 228     | 751    
|Cash and cash equivalents at the beginning                                                                                     | 2.1         | 4,021   | 4,047   | 3,737  
|Cash and cash equivalents at the end                                                                                           | 2.1         | $4,331  | $4,021  | $4,047 
|Supplementary information:                                                                                                     |             |         |         |        
|Restricted cash balance                                                                                                        | 2.1         | $53     | $56     | $52    



The accompanying notes form an integral
part of the consolidated financial statements



Notes to the Consolidated Financial
Statements



1. Company Overview and Significant
Accounting Policies



1.1 Company overview



Infosys Limited (Infosys or the company)
along with its controlled trusts, Infosys Limited Employees’ Welfare Trust and Infosys Science Foundation, majority owned
and controlled subsidiary, Infosys BPO Limited and its wholly owned and controlled subsidiaries (Infosys BPO), and its wholly owned
and controlled subsidiaries, Infosys Technologies (Australia) Pty. Limited (Infosys Australia), Infosys Technologies (China) Co.
Limited (Infosys China), Infosys Technologies S. DE R.L. de C.V. (Infosys Mexico), Infosys Technologies (Sweden) AB (Infosys Sweden),
Infosys Consulting India Limited (Infosys Consulting India), Infosys Tecnologia do Brasil Ltda (Infosys Brasil), Infosys Public
Services, Inc., (Infosys Public Services), Infosys Americas Inc., (Infosys Americas), Edgeverve Systems Limited (Edgeverve), Infosys
Technologies (Shanghai) Company Limited (Infosys Shanghai) and Lodestone Holding AG and its controlled subsidiaries (Infosys Lodestone)
is a leading global services company. The Infosys group of companies (the Group) provides business consulting, technology, engineering
and outsourcing services. In addition, the Group offers software products and platforms.



The company is a public limited company
incorporated and domiciled in India and has its registered office at Bangalore, Karnataka, India. The company has its primary listings
on the BSE Limited and National Stock Exchange in India. The company’s American Depositary Shares representing
equity shares are also listed on the New York Stock Exchange (NYSE) following the company’s voluntary delisting from the
NASDAQ Global Select Market on December 11, 2012. The company was listed in NYSE Euronext London and NYSE Euronext Paris on February
20, 2013.



The Group’s consolidated financial
statements were authorized for issue by the company’s Board of Directors on May 9, 2014.



1.2 Basis of preparation of financial
statements





These consolidated financial statements
have been prepared in compliance with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board, under the historical cost convention on the accrual basis except for certain financial instruments and prepaid
gratuity benefits which have been measured at fair values. Accounting policies have been applied consistently to all periods presented
in these consolidated financial statements.





1.3 Changes in accounting policies



The Group has adopted the following new
standards and amendments to standards, including any consequential amendments to other standards, with effect from April 1, 2013:



| | a. | Amendments to IFRS 7 Financial Instruments:
Disclosures*
| | -- | --------------------------------------------------------

| | b. | IFRS 10 Consolidated Financial Statements
(2011) (Refer to Note 1.4)
| | -- | --------------------------------------------------------------------

| | c. | IFRS 11 Joint Arrangements*
| | -- | ---------------------------

| | d. | IFRS 12 Disclosure of Interests in Other
Entities*
| | -- | --------------------------------------------------

| | e. | IFRS 13 Fair Value Measurement                                                                                       
| | -- | ---------------------------------------------------------------------------------------------------------------------
| | f. | Amendments to IAS 1- Presentation of Items
of Other Comprehensive Income (Refer to statement of comprehensive income)
| | g. | IAS 19 Employee Benefits (2011) (Revised
IAS 19) Refer to Note 1.19.1                                                
| | h. | Amendments to IAS 32- Financial Instruments:
Income taxes arising from distribution to equity holders*               



IFRS 13 Fair Value Measurement



On April 1, 2013, the Group adopted
IFRS 13, “Fair Value Measurement”, which establishes a single source of guidance for fair value measurement under
IFRS. IFRS 13 provides a revised definition of fair value and guidance on how it should be applied where its use is already required
or permitted by other standards within IFRS and introduces more comprehensive disclosure requirements on fair value measurement.
There was no impact on the consolidated financial statements due to the adoption of the measurement requirements of IFRS 13. The
Group has provided the disclosures as required by IFRS 13 in the notes “Available-for-sale Financial assets” and “Financial
Instruments” of these consolidated financial statements.



Amendments to IAS 1- Presentation
of Items of Other Comprehensive Income (Refer to statement of comprehensive income)



As a result of the amendments to IAS
1, the Group has modified the presentation of items of other comprehensive income in its consolidated statements of comprehensive
income, to present separately items that would be reclassified to profit or loss in the future from those that would never be.
Comparative information has also been re-presented accordingly.



The adoption of the amendment
to IAS 1 has no impact on the recognised assets, liabilities and comprehensive income of the Group.







1.4 Basis of consolidation



Infosys consolidates entities which it
owns or controls. As a result of the adoption of IFRS 10, the Group has changed its accounting policy with respect to the basis
for determining control.



Control exists when the parent has power
over the entity, is exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect
those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct
relevant activities, those which significantly affect the entity's returns. Subsidiaries are consolidated from the date control
commences until the date control ceases.



Previously, control existed when the
Group had the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that were currently exercisable were also taken into account.



In accordance with the transitional provisions
of IFRS 10 (2011), the Group reassessed the control conclusion at April 1, 2013 and has concluded that there is no change to the
scope of the entities to be consolidated as a result of the adoption of IFRS 10.



The financial statements of the Group
companies are consolidated on a line-by-line basis and intra-group balances and transactions including unrealized gain / loss from
such transactions are eliminated upon consolidation. These financial statements are prepared by applying uniform accounting policies
in use at the Group. Non-controlling interests which represent part of the net profit or loss and net assets of subsidiaries that
are not, directly or indirectly, owned or controlled by the company, are excluded.



1.5 Use of estimates



The preparation of the financial statements
in conformity with IFRS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions
affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent
assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period.
Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the
use of assumptions in these financial statements have been disclosed in Note 1.6. Accounting estimates could change from period
to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware
of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period
in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements.



1.6 Critical accounting estimates



a. Revenue recognition



The group uses the percentage-of-completion
method in accounting for its fixed-price contracts. Use of the percentage-of-completion method requires the group to estimate the
efforts or costs expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended have
been used to measure progress towards completion as there is a direct relationship between input and productivity. Provisions for
estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the
expected contract estimates at the reporting date.



b. Income taxes



The company's two major tax jurisdictions
are India and the U.S., though the company also files tax returns in other overseas jurisdictions. Significant judgments are involved
in determining the provision for income taxes, including amount expected to be paid / recovered for uncertain tax positions. Also
refer to Note 2.16.



c. Business combinations and intangible
assets



Business combinations are accounted
for using IFRS 3 (Revised), Business Combinations. IFRS 3 requires the identifiable intangible assets and contingent consideration
to be fair valued in order to ascertain the net fair value of identifiable assets, liabilities and contingent liabilities of the
acquiree. Significant estimates are required to be made in determining the value of contingent consideration and intangible assets.
These valuations are conducted by independent valuation experts.



1.7 Revenue
recognition



The company derives
revenues primarily from software related services and from the licensing of software products. Arrangements with customers
for software related services are either on a fixed-price, fixed-timeframe or on a time-and-material basis.



Revenue on time-and-material contracts
are recognized as the related services are performed and revenue from the end of the last billing to the balance sheet date is
recognized as unbilled revenues. Revenue from fixed-price, fixed-timeframe contracts, where there is no uncertainty as to measurement
or collectability of consideration, is recognized as per the percentage-of-completion method. When there is uncertainty as to measurement
or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Efforts or costs expended have
been used to measure progress towards completion as there is a direct relationship between input and productivity. Provisions for
estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the
current contract estimates. Costs and earnings in excess of billings are classified as unbilled revenue while billings in excess
of costs and earnings are classified as unearned revenue. Maintenance revenue is recognised ratably over the term of the underlying
maintenance arrangement.



In arrangements for software development
and related services and maintenance services, the company has applied the guidance in IAS 18, Revenue, by applying the revenue
recognition criteria for each separately identifiable component of a single transaction. The arrangements generally meet the criteria
for considering software development and related services as separately identifiable components. For allocating the consideration,
the company has measured the revenue in respect of each separable component of a transaction at its fair value, in accordance with
principles given in IAS 18. The price that is regularly charged for an item when sold separately is the best evidence of its fair
value. In cases where the company is unable to establish objective and reliable evidence of fair value for the software development
and related services, the company has used a residual method to allocate the arrangement consideration. In these cases, the balance
of the consideration, after allocating the fair values of undelivered components of a transaction has been allocated to the delivered
components for which specific fair values do not exist.



License fee revenues are recognized when
the general revenue recognition criteria given in IAS 18 are met. Arrangements to deliver software products generally have three
elements: license, implementation and Annual Technical Services (ATS). The company has applied the principles given in IAS 18 to
account for revenues from these multiple element arrangements. Objective and reliable evidence of fair value has been established
for ATS. Objective and reliable evidence of fair value is the price charged when the element is sold separately. When other services
are provided in conjunction with the licensing arrangement and objective and reliable evidence of their fair values have been established,
the revenue from such contracts are allocated to each component of the contract in a manner, whereby revenue is deferred for the
undelivered services and the residual amounts are recognized as revenue for delivered elements. In the absence of objective and
reliable evidence of fair value for implementation, the entire arrangement fee for license and implementation is recognized using
the percentage-of-completion method as the implementation is performed. Revenue from client training, support and other services
arising due to the sale of software products is recognized as the services are performed. ATS revenue is recognised ratably over
the period in which the services are rendered.



Advances received for services and products
are reported as client deposits until all conditions for revenue recognition are met.



The company accounts for volume discounts
and pricing incentives to customers as a reduction of revenue based on the ratable allocation of the discounts / incentives amount
to each of the underlying revenue transaction that results in progress by the customer towards earning the discount / incentive.
Also, when the level of discount varies with increases in levels of revenue transactions, the company recognizes the liability
based on its estimate of the customer's future purchases. If it is probable that the criteria for the discount will not be met,
or if the amount thereof cannot be estimated reliably, then discount is not recognized until the payment is probable and the amount
can be estimated reliably. The company recognizes changes in the estimated amount of obligations for discounts in the period in
which the change occurs. The discounts are passed on to the customer either as direct payments or as a reduction of payments due
from the customer.



The company presents revenues net of
value-added taxes in its statement of comprehensive income.



1.8 Property, plant and equipment



Property, plant and equipment are stated
at cost, less accumulated depreciation and impairments, if any. Costs directly attributable to acquisition are capitalized until
the property, plant and equipment are ready for use, as intended by management. The group depreciates property, plant and equipment
over their estimated useful lives using the straight-line method. The estimated useful lives of assets for current and comparative
periods are as follows:



|Buildings              | 15 years 
|---------------------- | ---------
|Plant and machinery    | 5 years  
|Computer equipment     | 2-5 years
|Furniture and fixtures | 5 years  
|Vehicles               | 5 years  



Depreciation methods, useful lives
and residual values are reviewed at each financial year end.



Advances paid towards the acquisition
of property, plant and equipment outstanding at each balance sheet date and the cost of assets not put to use before such date
are disclosed under ‘Capital work-in-progress’. Subsequent expenditures relating to property, plant and equipment is
capitalized only when it is probable that future economic benefits associated with these will flow to the Group and the cost of
the item can be measured reliably. Repairs and maintenance costs are recognized in net profit in the statement of comprehensive
income when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement
of the asset and the resultant gains or losses are recognized in net profit in the statement of comprehensive income. Assets to
be disposed of are reported at the lower of the carrying value or the fair value less cost to sell.



1.9 Business combinations



Business combinations have been accounted
for using the acquisition method under the provisions of IFRS 3 (Revised), Business Combinations.



The cost of an acquisition is
measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date
of acquisition, which is the date on which control is transferred to the Group. The cost of acquisition also includes the fair
value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value on the date of acquisition.

Transaction costs that the Group
incurs in connection with a business combination such as finders’ fees, legal fees, due diligence fees, and other professional
and consulting fees are expensed as incurred.

1.10 Goodwill



Goodwill represents the cost of business
acquisition in excess of the Group's interest in the net fair value of identifiable assets, liabilities and contingent liabilities
of the acquiree. When the net fair value of the identifiable assets, liabilities and contingent liabilities acquired exceeds the
cost of business acquisition, a gain is recognized immediately in net profit in the statement of comprehensive income. Goodwill
is measured at cost less accumulated impairment losses.



1.11 Intangible assets



Intangible
assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over their respective individual
estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an
identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition, and other
economic factors (such as the stability of the industry and known technological advances), and the level of maintenance expenditures
required to obtain the expected future cash flows from the asset. Amortization
methods and useful lives are reviewed at each financial year end.



Research costs are expensed as incurred.
Software product development costs are expensed as incurred unless technical and commercial feasibility of the project is demonstrated,
future economic benefits are probable, the company has an intention and ability to complete and use or sell the software and the
costs can be measured reliably. The costs which can be capitalized include the cost of material, direct labour, overhead costs
that are directly attributable to preparing the asset for its intended use. Research and development costs and software development
costs incurred under contractual arrangements with customers are accounted as cost of sales.



1.12 Financial instruments



Financial instruments of the Group are
classified in the following categories: non-derivative financial instruments comprising of loans and receivables, available-for-sale
financial assets and trade and other payables; derivative financial instruments under the category of financial assets or financial
liabilities at fair value through profit or loss; share capital and treasury shares. The classification of financial instruments
depends on the purpose for which those were acquired. Management determines the classification of its financial instruments at
initial recognition.



a. Non-derivative financial
instruments



i) Loans and receivables



Loans and receivables are non-derivative
financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets,
except for those maturing later than 12 months after the balance sheet date which are presented as non-current assets. Loans and
receivables are measured initially at fair value plus transaction costs and subsequently carried at amortized cost using the effective
interest method, less any impairment loss or provisions for doubtful accounts. Loans and receivables are represented by trade receivables,
net of allowances for impairment, unbilled revenue, cash and cash equivalents, prepayments, certificates of deposit, and other
assets. Cash and cash equivalents comprise cash and bank deposits and deposits with corporations. The company considers all highly
liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to
known amounts of cash to be cash equivalents. Certificates of deposit are negotiable money market instrument for funds deposited
at a bank or other eligible financial institution for a specified time period. For these financial instruments, the carrying amounts
approximate fair value due to the short maturity of these instruments. Loans and receivables are reclassified to available-for-sale
financial assets when the financial asset becomes quoted in an active market.



(ii) Available-for-sale financial
assets



Available-for-sale financial assets are
non-derivatives that are either designated in this category or are not classified in any of the other categories. Available-for-sale
financial assets are recognized initially at fair value plus transactions costs. Subsequent to initial recognition, these are measured
at fair value and changes therein, other than impairment losses and foreign exchange gains and losses on available-for-sale monetary
items, are recognized directly in other comprehensive income. When an investment is derecognized, the cumulative gain or loss in
other comprehensive income is transferred to net profit in the statement of comprehensive income. These are presented as current
assets unless management intends to dispose of the assets after 12 months from the balance sheet date.



(iii) Trade and other payables





Trade and other payables are initially
recognized at fair value, and subsequently carried at amortized cost using the effective interest method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of
these instruments.





b. Derivative financial instruments



Financial assets or financial
liabilities, at fair value through profit or loss.



This category has two sub-categories
wherein, financial assets or financial liabilities are held for trading or are designated as such upon initial recognition. A financial
asset is classified as held for trading if it is acquired principally for the purpose of selling in the short term. Derivatives
are categorized as held for trading unless they are designated as hedges.





The group holds derivative financial
instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign
currency exposures. The counterparty for these contracts is generally a bank or a financial institution. Although the group believes
that these financial instruments constitute hedges from an economic perspective, they do not qualify for hedge accounting under
IAS 39, Financial Instruments: Recognition and Measurement. Any derivative that is either not designated a hedge, or is so designated
but is ineffective as per IAS 39, is categorized as a financial asset, at fair value through profit or loss.





Derivatives are recognized initially
at fair value and attributable transaction costs are recognized in net profit in the statement of comprehensive income when incurred.
Subsequent to initial recognition, derivatives are measured at fair value through profit or loss and the resulting exchange gains
or losses are included in other income. Assets / liabilities in this category are presented as current assets / current liabilities
if they are either held for trading or are expected to be realized within 12 months after the balance sheet date.



c. Share capital and
treasury shares



Ordinary Shares



Ordinary shares are classified
as equity. Incremental costs directly attributable to the issuance of new ordinary shares and share options are recognized as a
deduction from equity, net of any tax effects.





Treasury Shares



When any entity within the Group
purchases the company's ordinary shares, the consideration paid including any directly attributable incremental cost is presented
as a deduction from total equity, until they are cancelled, sold or reissued. When treasury shares are sold or reissued subsequently,
the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is transferred
to /  from share premium.



1.13 Impairment



a. Financial assets



The Group assesses at each balance sheet
date whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset is
considered impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future
cash flows of that asset. Individually significant financial assets are tested for impairment on an individual basis. The remaining
financial assets are assessed collectively in groups that share similar credit risk characteristics.



(i) Loans and receivables



Impairment loss in respect of loans and
receivables measured at amortized cost are calculated as the difference between their carrying amount, and the present value of
the estimated future cash flows discounted at the original effective interest rate. Such impairment loss is recognized in net profit
in the statement of comprehensive income.



(ii) Available-for-sale
financial assets





Significant or prolonged decline in the
fair value of the security below its cost and the disappearance of an active trading market for the security are objective evidence
that the security is impaired. An impairment loss in respect of an available-for-sale financial asset is calculated by reference
to its fair value and is recognized in net profit in the statement of comprehensive income. The cumulative loss that was recognized
in other comprehensive income is transferred to net profit in the statement of comprehensive income upon impairment.



b. Non-financial assets



(i) Goodwill



Goodwill is tested for impairment on
an annual basis and whenever there is an indication that goodwill may be impaired, relying on a number of factors including operating
results, business plans and future cash flows. For the purpose of impairment testing, goodwill acquired in a business combination
is allocated to the Group's cash generating units (CGU) or groups of CGUs expected to benefit from the synergies arising from the
business combination. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent
of the cash inflows from other assets or group of assets. Impairment occurs when the carrying amount of a CGU including the goodwill,
exceeds the estimated recoverable amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost
to sell and its value-in-use. Value-in-use is the present value of future cash flows expected to be derived from the CGU.



Total impairment loss of a CGU is allocated
first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis
of the carrying amount of each asset in the CGU. An impairment loss on goodwill is recognized in net profit in the statement of
comprehensive income and is not reversed in the subsequent period.



(ii) Intangible assets
and property, plant and equipment



Intangible assets and property, plant
and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts
may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost
to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are
largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset
belongs.



If such assets are considered to be impaired,
the impairment to be recognized in net profit in the statement of comprehensive income is measured by the amount by which the carrying
value of the assets exceeds the estimated recoverable amount of the assets.



c. Reversal of impairment loss



An impairment loss for financial assets
is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. An impairment
loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has been a change
in the estimates used to determine the recoverable amount. The carrying amount of an asset other than goodwill is increased to
its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net
of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years. A reversal
of impairment loss for an asset other than goodwill and available- for-sale financial assets that are equity securities is recognized
in net profit in the statement of comprehensive income. For available-for-sale financial assets that are equity securities, the
reversal is recognized in other comprehensive income.



1.14 Fair value of financial
instruments



In determining the fair value of its
financial instruments, the group uses a variety of methods and assumptions that are based on market conditions and risks existing
at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market
prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may never
actually be realized.



For all other financial instruments,
the carrying amounts approximate fair value due to the short maturity of those instruments. The fair value of securities, which
do not have an active market and where it is not practicable to determine the fair values with sufficient reliability, are carried
at cost less impairment.



1.15 Provisions



A provision is recognized if, as a result of
a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that
an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability.



a. Post sales client support



The group provides its clients with a fixed-period
post-sales support for corrections of errors and telephone support on all its fixed-price, fixed-timeframe contracts. Costs associated
with such support services are accrued at the time related revenues are recorded and included in cost of sales. The group estimates
such costs based on historical experience and estimates are reviewed on a periodic basis for any material changes in assumptions
and likelihood of occurrence.



b. Onerous contracts



Provisions for onerous contracts are recognized
when the expected benefits to be derived by the Group from a contract are lower than the unavoidable costs of meeting the future
obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating
the contract and the expected net cost of continuing with the contract. Before a provision is established the Group recognizes
any impairment loss on the assets associated with that contract.



1.16 Foreign currency



Functional currency



The functional currency of Infosys, Infosys BPO, Infosys Consulting India and Edgeverve is the Indian rupee. The functional currencies for Infosys Australia, Infosys China, Infosys Consulting,
Infosys Mexico, Infosys Sweden, Infosys Brasil, Infosys Public Services, Infosys Shanghai, Infosys Lodestone and Infosys Americas
are the respective local currencies. These financial statements are presented in U.S. dollars (rounded off to the nearest million).





Transactions and translations



Foreign-currency denominated monetary assets
and liabilities are translated into the relevant functional currency at exchange rates in effect at the balance sheet date. The
gains or losses resulting from such translations are included in net profit in the statement of comprehensive income. Non-monetary
assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange
rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in
a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.



Transaction gains or losses realized upon settlement
of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue,
expense and cash-flow items denominated in foreign currencies are translated into the relevant functional currencies using the
exchange rate in effect on the date of the transaction.



The translation of financial statements of the
foreign subsidiaries to the functional currency of the company is performed for assets and liabilities using the exchange rate
in effect at the balance sheet date and for revenue, expense and cash-flow items using the average exchange rate for the respective
periods. The gains or losses resulting from such translation are included in currency translation reserves under other components
of equity. When a subsidiary is disposed of, in full, the relevant amount is transferred to net profit in the statement of comprehensive
income. However when a change in the parent's ownership does not result in loss of control of a subsidiary, such changes are recorded
through equity.



Goodwill and fair value adjustments arising
on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange
rate in effect at the balance sheet date.



1.17 Earnings per equity share



Basic earnings per equity share is computed
by dividing the net profit attributable to the equity holders of the company by the weighted average number of equity shares outstanding
during the period. Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders
of the company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also
the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair
value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as
of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for
each period presented.



The number of equity shares and potentially
dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues including
for changes effected prior to the approval of the financial statements by the Board of Directors.



1.18 Income taxes



Income tax expense comprises current and deferred
income tax. Income tax expense is recognized in net profit in the statement of comprehensive income except to the extent that it
relates to items recognized directly in equity, in which case it is recognized in other comprehensive income. Current income tax
for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the
tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax assets and
liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying
amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset
or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the
time of the transaction. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realized.



Deferred income tax assets and liabilities are
measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes
the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that
future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Deferred
income taxes are not provided on the undistributed earnings of subsidiaries and branches where it is expected that the earnings
of the subsidiary or branch will not be distributed in the foreseeable future. The income tax provision for the interim period
is made based on the best estimate of the annual average tax rate expected to be applicable for the full fiscal year. The group
offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts
and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. Tax benefits
of deductions earned on exercise of employee share options in excess of compensation charged to income are credited to share premium.



1.19 Employee benefits



1.19.1 Gratuity



Infosys provides for gratuity, a defined benefit
retirement plan (the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees
at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the
tenure of employment.



Liabilities with regard to the Gratuity
Plan are determined by actuarial valuation, performed by an independent actuary, at each balance sheet date using the
projected unit credit method. The company fully contributes all ascertained liabilities to the Infosys Limited Employees'
Gratuity Fund Trust. In case of Infosys BPO, contributions are made to the Infosys BPO's Employees' Gratuity Fund Trust.
Trustees administer contributions made to the Trusts and contributions are invested in a scheme with Life Insurance
Corporation of India as permitted by law.



The Group recognizes the net obligation of
a defined benefit plan in its balance sheet as an asset or liability.



The Group has adopted Revised IAS 19
effective April 1, 2013. The amended standard requires immediate recognition of the gains and losses through re-measurements
of the net defined benefit liability / asset through other comprehensive income. Further it also requires the interest
expense income on plan assets to be considered in the profit and loss to be restricted to the discount rate based on the
Government securities yield. The actual return of the portfolio, in excess of such yields, is recognised through the other
comprehensive income. The Revised IAS 19 also requires effect of any plan amendments to be recognised immediately through the
net profit in the statement of comprehensive income.



Previously, the actuarial gains and losses were
charged or credited to net profit in the statement of comprehensive income in the period in which they arose and the expected return
on plan assets computed based on market expectations were considered as part of the net gratuity cost.



The adoption of Revised IAS 19 Employee Benefits
did not have a material impact on the consolidated financial statements.



1.19.2 Superannuation

Certain employees of Infosys are also participants
in a defined contribution plan. The company has no further obligations to the Plan beyond its monthly contributions. Certain employees
of Infosys BPO are also eligible for superannuation benefit. Infosys BPO has no further obligations to the superannuation plan
beyond its monthly contribution which are periodically contributed to a trust fund, the corpus of which is invested with the Life
Insurance Corporation of India.



1.19.3 Provident fund



Eligible employees of Infosys receive benefits
from a provident fund, which is a defined benefit plan. Both the employee and the company make monthly contributions to the provident
fund plan equal to a specified percentage of the covered employee's salary. The company contributes a part of the contributions
to the Infosys Limited Employees' Provident Fund Trust. The trust invests in specific designated instruments as permitted by Indian
law. The remaining portion is contributed to the government administered pension fund. The rate at which the annual interest is
payable to the beneficiaries by the trust is being administered by the government. The company has an obligation to make good the
shortfall, if any, between the return from the investments of the Trust and the notified interest rate.



In respect of Infosys BPO, eligible employees
receive benefits from a provident fund, which is a defined contribution plan. Both the employee and Infosys BPO make monthly contributions
to this provident fund plan equal to a specified percentage of the covered employee's salary. Amounts collected under the provident
fund plan are deposited in a government administered provident fund. The company has no further obligation to the plan beyond its
monthly contributions.



1.19.4 Compensated absences



The Group has a policy on compensated absences
which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined
by actuarial valuation on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated
at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.



1.20 Share-based compensation



The Group recognizes compensation expense relating
to share-based payments in net profit using a fair-value measurement method in accordance with IFRS 2, Share-Based Payment. Under
the fair value method, the estimated fair value of awards is charged to income on a straight-line basis over the requisite service
period for each separately vesting portion of the award as if the award was in-substance, multiple awards. The Group includes a
forfeiture estimate in the amount of compensation expense being recognized.



The fair value of each option is estimated on
the date of grant using the Black-Scholes-Merton valuation model. The expected term of an option is estimated based on the vesting
term and contractual term of the option, as well as expected exercise behaviour of the employee who receives the option. Expected
volatility during the expected term of the option is based on historical volatility, during a period equivalent to the expected
term of the option, of the observed market prices of the company's publicly traded equity shares. Expected dividends during the
expected term of the option are based on recent dividend activity. Risk-free interest rates are based on the government securities
yield in effect at the time of the grant over the expected term.



1.21 Dividends



Final dividends on shares are recorded
as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration
by the company's Board of Directors.



1.22 Operating profit



Operating profit for the Group is computed
considering the revenues, net of cost of sales, selling and marketing expenses and administrative expenses.



1.23 Other income



Other income is comprised primarily of interest
income, dividend income and exchange gain / loss on forward and options contracts and on translation of other assets and liabilities.
Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment
is established.



1.24 Leases



Leases under which the group assumes substantially
all the risks and rewards of ownership are classified as finance leases. When acquired, such assets are capitalized at fair value
or present value of the minimum lease payments at the inception of the lease, whichever is lower. Lease payments under operating
leases are recognised as an expense on a straight line basis in net profit in the statement of comprehensive income over the lease
term.



1.25 Government grants



The Group recognizes government grants only
when there is reasonable assurance that the conditions attached to them shall be complied with, and the grants will be received.
Government grants related to assets are treated as deferred income and are recognized in net profit in the statement of comprehensive
income on a systematic and rational basis over the useful life of the asset. Government grants related to revenue are recognized
on a systematic basis in net profit in the statement of comprehensive income over the periods necessary to match them with the
related costs which they are intended to compensate.



1.26 Recent accounting pronouncements





1.26.1 Standards issued but not yet effective



IFRS 9 Financial
Instruments: In November 2009, the International Accounting Standards Board issued IFRS 9, Financial Instruments:
Recognition and Measurement, to reduce the complexity of the current rules on financial instruments as mandated in IAS 39.
IFRS 9 has fewer classification and measurement categories as compared to IAS 39 and has eliminated the categories of held to
maturity, available for sale and loans and receivables. Further it eliminates the rule-based requirement of segregating
embedded derivatives and tainting rules pertaining to held to maturity investments. For an investment in an equity instrument
which is not held for trading, IFRS 9 permits an irrevocable election, on initial recognition, on an individual
share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount
recognized in other comprehensive income would ever be reclassified to profit or loss. IFRS,9 was further amended in October
2010, and such amendment introduced requirements on accounting for financial liabilities. This amendment addresses the issue
of volatility in the profit or loss due to changes in the fair value of an entity’s own debt. It requires the entity,
which chooses to measure a liability at fair value, to present the portion of the fair value change attributable to the
entity’s own credit risk in the other comprehensive income. The effective date for companies to adopt IFRS 9 has not
yet been determined. The group is currently evaluating the requirements of IFRS 9, and has not yet determined the impact on
the consolidated financial statements.



Amendments to IAS 32 Offsetting Financial
Assets and Financial Liabilities:



In December 2011, the International Accounting
Standards Board issued amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities. The amendments clarify that:



|– | an entity currently has a legally enforceable right to set-off if that right is                                  
|- | -----------------------------------------------------------------------------------------------------------------
|  | –                                                                                                                
|  | –                                                                                                                
|– | gross settlement is equivalent to net settlement if and only if the gross settlement mechanism has features that:
|  | –                                                                                                                
|  | –                                                                                                                



The group is required to adopt amendments
to IAS 32 by accounting year commencing April 1, 2014. The group has evaluated the requirements of IAS 32 amendments and these
requirements are not expected to have a material impact on the consolidated financial statements.



2 Notes to the consolidated
financial statements



2.1 Cash and cash equivalents



Cash and cash equivalents consist of
the following:

(Dollars in millions)

|                           | As of         
|-------------------------- | --------------
|                           | March 31, 2014
|Cash and bank deposits     | $3,729        
|Deposits with corporations | 602           
|                           | $4,331        



Cash and cash equivalents as of
March 31, 2014 and March 31, 2013 include restricted cash and bank balances of $53 million and $56 million, respectively. The restrictions
are primarily on account of cash and bank balances held by irrevocable trusts controlled by the company, bank balances held as
margin money deposits against guarantees and balances held in unclaimed dividend bank accounts.



The deposits maintained by the
Group with banks and corporations comprise of time deposits, which can be withdrawn by the Group at any point without prior notice
or penalty on the principal.

The table below provides details of cash
and cash equivalents:

(Dollars in millions)



|                                                        | As of         
|------------------------------------------------------- | --------------
|                                                        | March 31, 2014
|Current accounts                                        |               
|ANZ Bank, Taiwan                                        | –             
|Bank of America, USA                                    | 119           
|Bank of America, Mexico                                 | 1             
|Bank of Zachodni WBK S.A.                               | –             
|Barclays Bank, UK                                       | 19            
|CIC, France                                             | 1             
|Citibank N.A., Australia                                | 13            
|Citibank N.A., Brazil                                   | 6             
|Citibank N.A., China                                    | 9             
|Citibank N.A., Dubai                                    | –             
|Citibank N.A., Japan                                    | 2             
|Citibank N.A., India                                    | 1             
|Citibank N.A., New Zealand                              | 1             
|Citibank N.A., South Africa                             | 1             
|Citibank EEFC, India (U.S. dollar account)              | –             
|Commerzbank, Germany                                    | 1             
|Deutsche Bank, Belgium                                  | 2             
|Deutsche Bank, Czech Republic                           | –             
|Deutsche Bank, Czech Republic (U.S. dollar account)     | 2             
|Deutsche Bank, Czech Republic (Euro account)            | 1             
|Deutsche Bank, France                                   | 1             
|Deutsche Bank, Germany                                  | 6             
|Deutsche Bank, India                                    | 1             
|Deutsche Bank, Netherlands                              | 3             
|Deutsche Bank, Philippines                              | 1             
|Deutsche Bank, Philippines (U.S. dollar account)        | 5             
|Deutsche Bank, Poland                                   | –             
|Deutsche Bank, Russia(U.S. Dollar Account)              | 2             
|Deutsche Bank, Singapore                                | 2             
|Deutsche Bank, Spain                                    | 1             
|Deutsche Bank, Switzerland                              | 1             
|Deutsche Bank, United Kingdom                           | 12            
|Deutsche Bank-EEFC, India (Euro account)                | 1             
|Deutsche Bank-EEFC, India (U.S. dollar account)         | 11            
|Deutsche Bank-EEFC, India (Australian Dollar account)   | 1             
|Deutsche Bank-EEFC, India (U.K. Pound Sterling account) | 2             
|HSBC Bank, Brazil                                       | 1             
|ICICI Bank, India                                       | 6             
|ICICI Bank-EEFC, India (U.S. dollar account)            | 3             
|ICICI Bank-EEFC, India (U.K. Pound Sterling account)    | –             
|ING, Belgium                                            | 1             
|Nordbanken, Sweden                                      | 3             
|Royal Bank of Canada, Canada                            | 4             
|Royal Bank of Scotland, China                           | 6             
|Royal Bank of Scotland, China (U.S. Dollar account)     | 1             
|State Bank of India, India                              | 1             
|Punjab National Bank, India                             | 2             
|UBS AG, Switzerland                                     | 1             
|Westpac, Australia                                      | 1             
|                                                        | $259          
|Deposit accounts                                        |               
|Andhra Bank, India                                      | $126          
|Allahabad Bank, India                                   | 169           
|ANZ Bank, Taiwan                                        | –             
|Axis Bank, India                                        | 180           
|Bank of America, USA                                    | –             
|Bank of Baroda, India                                   | 368           
|Bank of India, India                                    | 424           
|Canara Bank, India                                      | 393           
|Central Bank of India, India                            | 260           
|Citibank N.A., China                                    | 3             
|Corporation Bank, India                                 | 189           
|Deutsche Bank, Poland                                   | 21            
|Federal Bank, India                                     | –             
|ICICI Bank, India                                       | 501           
|IDBI Bank, India                                        | 286           
|Indusind Bank, India                                    | 4             
|ING Vysya Bank, India                                   | 33            
|Indian Overseas Bank, India                             | 120           
|Jammu and Kashmir Bank, India                           | 4             
|Kotak Mahindra Bank, India                              | 4             
|National Australia Bank Limited, Australia              | 15            
|Oriental Bank of Commerce, India                        | 15            
|Punjab National Bank, India                             | 13            
|Ratnakar Bank, India                                    | –             
|State Bank of Hyderabad, India                          | –             
|State Bank of India, India                              | 10            
|South Indian Bank, India                                | 4             
|Syndicate Bank, India                                   | 144           
|Union Bank of India, India                              | 3             
|Vijaya Bank, India                                      | 143           
|Yes Bank, India                                         | 38            
|                                                        | $3,470        
|Deposits with corporations                              |               
|HDFC Limited, India                                     | $602          
|                                                        | $602          
|Total                                                   | $4,331        





2.2 Available-for-sale financial assets





Investments in mutual fund units, quoted
debt securities and unquoted equity securities are classified as available-for-sale financial assets.



Cost and fair value of investments in
mutual fund units, quoted debt securities and unquoted equity securities are as follows:



(Dollars in millions)

|                                           | As of         
|------------------------------------------ | --------------
|                                           | March 31, 2014
|Current                                    |               
|Mutual fund units:                         |               
|Liquid mutual funds                        |               
|Cost and fair value                        | $342          
|Fixed Maturity Plan Securities             |               
|Cost                                       | $24           
|Gross unrealised holding gains             | 1             
|Fair value                                 | $25           
|                                           | $367          
|Non-Current                                |               
|Quoted debt securities:                    |               
|Cost                                       | $225          
|Gross unrealised holding gains /  (losses) | (18)          
|Fair value                                 | $207          
|Unquoted equity securities:                |               
|Cost                                       | –             
|Gross unrealised holding gains             | 1             
|Fair value                                 | $1            
|                                           | $208          
|Total available-for-sale financial assets  | $575          









Mutual fund units:





Liquid mutual funds:

The fair value of liquid mutual funds as of March 31, 2014 and March 31, 2013 is $342 million and $320 million, respectively. The fair value is based on quoted
price.





Fixed maturity plan securities:

The company has invested in fixed
maturity plan securities. The fair value as of March 31, 2014 is $25 million. The unrealized gain of $1 million, net of taxes
of less than $1 million has been recognized in other comprehensive income for the year ended March 31, 2014. The fair value
is based on quotes reflected in actual transactions in similar instruments as available on March 31, 2014.



Quoted debt securities:

The company has invested in quoted debt
securities. The fair value of the non-current quoted debt securities as of March 31, 2014 and March 31, 2013 is $207 million and
$71 million, respectively. The net unrealized loss of $18 million net of taxes of $2 million, has been recognized in other comprehensive
income for the year ended March 31, 2014. The fair value is based on the quoted prices.



The unrealised gain of $2 million, net
of taxes of less than $1 million has been recognised in other comprehensive income for the year ended March 31, 2013.



Unquoted equity securities:

During
fiscal 2010, Infosys sold 3,231,151 shares of OnMobile Systems Inc, U.S.A, at a price of $3.64 per share (166.58
per share), derived from quoted prices of the underlying marketable equity securities.



As of March 31, 2014 and March 31, 2013,
the remaining 2,154,100 shares were fair valued at $1 million. The fair value  has been derived based on an agreed
upon exchange ratio between these unquoted equity securities and quoted prices of the underlying marketable equity securities. The unrealized gain of less than $1 million, net of taxes of less than
$1 million, has been recognized in other comprehensive income for the year ended March 31, 2014.



Unrealized loss of $1 million, net of
taxes of less than $1 million has been recognized in other comprehensive income for the year ended March 31, 2013.



2.3 Business combinations



During fiscal 2010, Infosys BPO acquired
100% of the voting interests in McCamish Systems LLC (McCamish), a business process solutions provider based in Atlanta, Georgia,
in the United States. The business acquisition was conducted by entering into a Membership Interest Purchase Agreement for cash
consideration of $37 million and contingent consideration of up to $20 million. The fair values of the contingent consideration
and its undiscounted value on the date of acquisition were $9 million and $15 million, respectively.



The payment of contingent consideration
was dependent upon the achievement of certain revenue targets and net margin targets by McCamish over a period of 4 years ending
March 31, 2014. Further, contingent to McCamish signing any deal with total revenues of $100 million or more, the
aforesaid period could be extended by 2 years.





The fair value of the contingent consideration
was determined by discounting the estimated amount payable to the previous owners of McCamish on achievement of certain financial
targets. The key inputs used for the determination of fair value of contingent consideration were the discount rate of 13.9% and
the probabilities of achievement of the net margin and the revenue targets ranging from 50% to 100%.





During the year ended March 31, 2013,
pursuant to McCamish entering into the asset purchase agreement with Seabury & Smith Inc., the company conducted an assessment
of the probability of McCamish achieving the required revenue and net margin targets pertaining to contingent consideration. The
assessment was based on the actual and projected revenues and net margins pertaining to McCamish post consummation of the asset
purchase transaction. Consequently, the fair value of the contingent consideration and its related undiscounted value was determined
at $3 million and $4 million, respectively and the related liability no longer required was reversed in the statement of comprehensive
income. The contingent consideration was estimated to be in the range between $4 million and $6 million.



During the year ended March 31, 2014,
the liability related to the contingent consideration increased by less than $1 million due to passage of time.





During March 2014, an assessment of the
probability of McCamish achieving the required revenue and net margin targets pertaining to the contingent consideration was conducted
and the entire contingent consideration was reversed in the statement of comprehensive income as it was estimated that the liability
is no longer required.







During the year ended March 31, 2013,
McCamish entered into an asset purchase agreement with Seabury & Smith Inc., a company providing back office services to life
insurers, to purchase its BPO division for cash consideration of $1 million and deferred consideration of $1 million. Consequent
to the transaction, intangible assets of $1 million and goodwill of $1 million have been recorded. The intangible customer contracts
and relationships and software are amortized over a period of five years and four months, respectively, being management‘s
estimate of its useful life, based on the life over which economic benefits are expected to be realized. During the year ended
March 31, 2014, based on an assessment made by the management, deferred consideration of $1 million has been reversed in the statement
of comprehensive income, as the same is no longer payable.







On January 4, 2012, Infosys BPO
acquired 100% of the voting interests in Portland Group Pty Ltd, a strategic sourcing and category management services provider
based in Australia. The business acquisition was conducted by entering into a share sale agreement for a cash consideration of
$41 million.



The business acquisition has strengthened
Infosys BPO’s capabilities and domain expertise in its sourcing and procurement practice and its service offering in the
strategic sourcing and category management functions. The excess of the purchase consideration paid over the fair
value of assets acquired has been accounted for as goodwill.



The purchase price has been allocated
based on management’s estimates and an independent appraisal of fair values as follows:





|Component                                                    | Acquiree's carrying amount | Fair value adjustments | Purchase price allocated
|------------------------------------------------------------ | -------------------------- | ---------------------- | ------------------------
|Property, plant and equipment                                | $1                         | –                      | $1                      
|Net current assets                                           | 4                          | –                      | 4                       
|Intangible assets -
    Customer contracts and relationships | –                          | 8                      | 8                       
|Deferred tax liabilities on intangible assets                | –                          | (2)                    | (2)                     
|                                                             | 5                          | 6                      | 11                      
|Goodwill                                                     |                            |                        | 30                      
|Total purchase price                                         |                            |                        | $41                     









The goodwill is not tax deductible.



The acquisition date fair value of the
total consideration transferred is $41 million in cash.



The amount of trade receivables included
in net current assets, acquired from the above business acquisition was $8 million. As of March 31, 2013, the trade receivables
have been fully collected.



The identified intangible customer contracts
and relationships are being amortized over a period of ten years based on management's estimate of the useful life of the assets.



The transaction costs of $1 million related
to the acquisition have been included under cost of sales in the consolidated statement of comprehensive income for the year ended
March 31, 2012.





On October 22, 2012, Infosys acquired
100% of the voting interests in Lodestone Holding AG (Infosys Lodestone), a global management consultancy firm headquartered in
Zurich, Switzerland. The business acquisition was conducted by entering into a share purchase agreement for cash consideration
of $219 million and additional consideration of up to $112 million, which the company refers to as deferred purchase price, estimated
on the date of acquisition, payable to the selling shareholders of Lodestone Holding AG who are continuously employed or otherwise
engaged by the Group during the three year period following the date of the acquisition.





The business acquisition has strengthened
Infosys’ consulting and systems integration (C&SI) capabilities and has enabled Infosys to increase its global presence
particularly in continental Europe, Latin America and Asia Pacific. The excess of the purchase consideration paid over the fair
value of assets acquired has been attributed to goodwill.





The purchase price has been allocated
based on Management’s estimates and independent appraisal of fair values as follows:

(Dollars in millions)

|Component                                                    | Acquiree's carrying amount | Fair value adjustments | Purchase price allocated
|------------------------------------------------------------ | -------------------------- | ---------------------- | ------------------------
|Property,
    plant and equipment                            | $5                         | –                      | $5                      
|Net current assets                                           | 16                         | –                      | 16                      
|Deferred tax assets                                          | 5                          | (2)                    | 3                       
|Borrowings                                                   | (16)                       | –                      | (16)                    
|Intangible assets -
    customer contracts and relationships | –                          | 36                     | 36                      
|Intangible assets -
    brand                                | –                          | 5                      | 5                       
|Deferred tax liabilities
    on Intangible assets            | –                          | (10)                   | (10)                    
|                                                             | 10                         | 29                     | 39                      
|Goodwill                                                     |                            |                        | 180                     
|Total purchase price                                         |                            |                        | $219                    



The goodwill is not tax
deductible.



The amount of trade receivables acquired from
the above business acquisition was $39 million. Subsequently, the trade receivables have been fully collected.



The identified intangible customer contracts
are being amortized over a period of two years and the identified customer relationships are being amortized over a period of ten
years, whereas the identified intangible brand is being amortized over a period of two years, which are management's estimates
of the useful lives of the assets.





The fair value of total cash consideration as at the
acquisition date was $219 million.







As per the share purchase
agreement, approximately $112 million of deferred purchase price is payable on the third anniversary of the acquisition date
to the selling shareholders of Lodestone Holding AG who will be continuously employed or otherwise engaged by the Group
during the three year period from the date of acquisition. The deferred purchase price is treated as post acquisition
employee remuneration expense as per IFRS 3R. For the year ended March 31, 2014 and March 31, 2013, a post-acquisition
employee remuneration expense of $31 million and $10 million has been recorded in cost of sales in the statement of
comprehensive income. As of March 31, 2014 and March 31, 2013, the liability towards deferred purchase price amounted to $43
million and $10 million, respectively.





The transaction costs of $2 million related
to the acquisition have been included under administrative expense in the statement of comprehensive income for the year ended
March 31, 2013.



2.4 Prepayments and other assets



Prepayments and other assets consist
of the following:

(Dollars in millions)

|                                                     | As of         
|---------------------------------------------------- | --------------
|                                                     | March 31, 2014
|Current                                              |               
|Rental deposits                                      | $2            
|Security deposits with service providers             | 2             
|Loans and advances to employees                      | 35            
|Prepaid expenses (1)                                 | 19            
|Interest accrued and not due                         | 3             
|Withholding taxes (1)                                | 176           
|Deposit with corporation                             | 163           
|Advance payments to vendors for supply of goods (1)  | 15            
|Premiums
    held in trust (2)                       | 23            
|Other assets                                         | 2             
|                                                     | $440          
|Non-current                                          |               
|Loans and advances to employees                      | $6            
|Security deposits with service providers             | 10            
|Deposit with corporation                             | 7             
|Prepaid gratuity (1)                                 | 2             
|Prepaid expenses (1)                                 | 2             
|Rental Deposits                                      | 10            
|                                                     | $37           
|                                                     | $477          
|Financial assets
    in prepayments and other assets | $263          





| | (1) | Nonfinancial assets                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Represents premiums collected from policyholders and payable to insurance providers by a service provider maintaining
    the amounts in a fiduciary capacity (Refer to Note 2.9).









Withholding taxes primarily consist
of input tax credits. Other assets primarily represent travel advances and other recoverables. Security deposits with service providers
relate principally to leased telephone lines and electricity supplies.

Deposit with corporation represents
amounts deposited to settle certain employee-related obligations as and when they arise during the normal course of business.



2.5 Property,
plant and equipment



Following are the changes in the carrying
value of property, plant and equipment for the year ended March 31, 2014:

(Dollars in millions)

|                                              | Land | Buildings | Plant and machinery | Computer equipment | Furniture and fixtures | Vehicles | Capital work-in-progress | Total 
|--------------------------------------------- | ---- | --------- | ------------------- | ------------------ | ---------------------- | -------- | ------------------------ | ------
|Gross Carrying value as of April 1, 2013      | $157 | $773      | $231                | $347               | $147                   | $5       | $306                     | $1,966
|Additions                                     | 48   | 136       | 73                  | 125                | 33                     | 2        | 60                       | 477   
|Deletions (1)                                 | –    | –         | (1)                 | (5)                | –                      | (1)      | (30)                     | (37)  
|Translation difference                        | (15) | (70)      | (19)                | (23)               | (10)                   | –        | (31)                     | (168) 
|Gross Carrying value as of March 31, 2014     | 190  | 839       | 284                 | 444                | 170                    | 6        | 305                      | 2,238 
|Accumulated depreciation as of April 1, 2013  | –    | (275)     | (154)               | (240)              | (103)                  | (3)      | –                        | (775) 
|Depreciation                                  | –    | (49)      | (35)                | (109)              | (21)                   | –        | –                        | (214) 
|Accumulated depreciation on deletions         | –    | –         | –                   | 4                  | –                      | 1        | –                        | 5     
|Translation difference                        | –    | 24        | 14                  | 17                 | 7                      | –        | –                        | 62    
|Accumulated depreciation as of March 31, 2014 | –    | (300)     | (175)               | (328)              | (117)                  | (2)      | –                        | (922) 
|Carrying value as of March 31, 2014           | 190  | 539       | 109                 | 116                | 53                     | 4        | 305                      | 1,316 
|Carrying value as of March 31, 2013           | $157 | $498      | $77                 | $107               | $44                    | $2       | $306                     | $1,191



(1)Proceeds on sale of property, plant
and equipment during the year ended March 31, 2014 was $1 million.





During fiscal 2014, certain assets which
were not in use having gross book value of $1 million (carrying value nil) were retired.





Following are the changes in the
carrying value of property, plant and equipment for the year ended March 31, 2013:

(Dollars in millions)

|                                              | Land | Buildings | Plant and machinery | Computer equipment | Furniture and fixtures | Vehicles | Capital work-in-progress | Total 
|--------------------------------------------- | ---- | --------- | ------------------- | ------------------ | ---------------------- | -------- | ------------------------ | ------
|Gross Carrying value as of April 1, 2012      | $140 | $760      | $246                | $273               | $151                   | $2       | $203                     | $1,775
|Additions                                     | 26   | 61        | 34                  | 127                | 24                     | 1        | 115                      | 388   
|Additions through business combinations       | –    | –         | –                   | 2                  | 5                      | 3        | –                        | 10    
|Deletions(1)                                  | (1)  | –         | (36)                | (39)               | (24)                   | –        | –                        | (100) 
|Translation difference                        | (8)  | (48)      | (13)                | (16)               | (9)                    | (1)      | (12)                     | (107) 
|Gross Carrying value as of March 31, 2013     | 157  | 773       | 231                 | 347                | 147                    | 5        | 306                      | 1,966 
|Accumulated depreciation as of April 1, 2012  | –    | (241)     | (156)               | (214)              | (100)                  | (1)      | –                        | (712) 
|Depreciation                                  | –    | (50)      | (43)                | (75)               | (31)                   | (1)      | –                        | (200) 
|Accumulated depreciation on acquired assets   | –    | –         | –                   | (1)                | (2)                    | (2)      | –                        | (5)   
|Accumulated depreciation on deletions         | –    | –         | 37                  | 38                 | 24                     | –        | –                        | 99    
|Translation difference                        | –    | 16        | 8                   | 12                 | 6                      | 1        | –                        | 43    
|Accumulated depreciation as of March 31, 2013 | –    | (275)     | (154)               | (240)              | (103)                  | (3)      | –                        | (775) 
|Carrying value as of March 31, 2013           | 157  | 498       | 77                  | 107                | 44                     | 2        | 306                      | 1,191 
|Carrying value as of March 31, 2012           | $140 | $519      | $90                 | $59                | $51                    | $1       | $203                     | $1,063



(1)Proceeds on sale of property, plant
and equipment during the year ended March 31, 2013 was $1 million.



During fiscal 2013, certain assets which
were not in use having gross book value of $97 million (carrying value nil) were retired.



Following are the changes in the carrying
value of property, plant and equipment for the year ended March 31, 2012:

(Dollars in millions)

|                                              | Land | Buildings | Plant and machinery | Computer equipment | Furniture and fixtures | Vehicles | Capital work-in-progress | Total 
|--------------------------------------------- | ---- | --------- | ------------------- | ------------------ | ---------------------- | -------- | ------------------------ | ------
|Gross carrying value as of April 1, 2011      | $124 | $813      | $288                | $299               | $173                   | $1       | $118                     | $1,816
|Additions                                     | 33   | 50        | 33                  | 61                 | 22                     | –        | 106                      | 305   
|Additions through business combinations       | –    | –         | –                   | –                  | 1                      | –        | –                        | 1     
|Deletions(1)                                  | –    | –         | (40)                | (54)               | (27)                   | –        | –                        | (121) 
|Translation difference                        | (17) | (103)     | (35)                | (33)               | (18)                   | 1        | (21)                     | (226) 
|Gross Carrying value as of March 31, 2012     | 140  | 760       | 246                 | 273                | 151                    | 2        | 203                      | 1,775 
|Accumulated depreciation as of April 1, 2011  | –    | (219)     | (166)               | (240)              | (105)                  | –        | –                        | (730) 
|Depreciation                                  | –    | (52)      | (51)                | (55)               | (33)                   | (1)      | –                        | (192) 
|Accumulated depreciation on deletions         | –    | –         | 40                  | 54                 | 27                     | –        | –                        | 121   
|Translation difference                        | –    | 30        | 21                  | 27                 | 11                     | –        | –                        | 89    
|Accumulated depreciation as of March 31, 2012 | –    | (241)     | (156)               | (214)              | (100)                  | (1)      | –                        | (712) 
|Carrying value as of March 31, 2012           | 140  | 519       | 90                  | 59                 | 51                     | 1        | 203                      | 1,063 
|Carrying value as of March 31, 2011           | $124 | $594      | $122                | $59                | $68                    | $1       | $118                     | $1,086





(1) Proceeds on sale
of property, plant and equipment during the year ended March 31, 2012 was less than $1 million.





During fiscal 2012, certain assets which
were not in use having gross book value of $112 million (carrying value nil) were retired.



The depreciation expense for the year
ended March 31, 2014, 2013 and 2012 is included in cost of sales in the consolidated statement of comprehensive income.



Carrying value of land includes
$60 million and $66 million as of March 31, 2014 and March 31, 2013, respectively, towards deposits paid under certain lease-cum-sale
agreements to acquire land, including agreements where the company has an option to purchase the properties on expiry of the lease
period. The company has already paid 99% of the market value of the properties prevailing at the time of entering into the lease-cum-sale
agreements with the balance payable at the time of purchase.

The contractual commitments for
capital expenditure were $227 million and $312 million as of March 31, 2014 and March 31, 2013, respectively.

2.6 Goodwill and intangible assets



Following is a summary of changes in
the carrying amount of goodwill:

(Dollars in millions)

|                                                                             | As of         
|---------------------------------------------------------------------------- | --------------
|                                                                             | March 31, 2014
|Carrying value at the beginning                                              | $364          
|Goodwill recognized on Infosys Lodestone acquisition
    (Refer to Note 2.3) | –             
|Goodwill recognized on Seabury & Smith acquisition
    (Refer to Note 2.3)   | –             
|Translation differences                                                      | (4)           
|Carrying value at the end                                                    | $360          



For the purpose of impairment
testing, goodwill acquired in a business combination is allocated to the cash generating units (CGU) or groups of CGUs, which are
benefiting from the synergies of the acquisition. The chief operating decision maker reviews the goodwill for any impairment at
the operating segment level, which is represented through groups of CGUs.





Effective quarter ended March 31,
2014, the company reorganized its business to strengthen its focus on growing existing client relationships and
increasing market share through service differentiation and operational agility. Consequent to the internal reorganization
there were changes effected in the segments based on the “management approach” as defined in IFRS 8, Operating
Segments. (Refer to Note 2.19). Accordingly the goodwill has been allocated to the new operating segments as at March 31,
2014.

(Dollars in millions)

|Segments                                   | As of         
|------------------------------------------ | --------------
|                                           | March 31, 2014
|Financial services                         | $75           
|Insurance                                  | 50            
|Manufacturing                              | 76            
|Energy, communication and services         | 35            
|Resources and utilities                    | 16            
|Life sciences and healthcare               | 22            
|Retail, consumer packaged goods, logistics | 54            
|Growth markets                             | 32            
|Total                                      | $360          



(Dollars in millions)

|Segments                                   | As of         
|------------------------------------------ | --------------
|                                           | March 31, 2013
|Financial services                         | $106          
|Manufacturing                              | 79            
|Energy, communication and services         | 49            
|Retail, consumer packaged goods, logistics | 130           
|Total                                      | $364          





The entire goodwill relating to
Infosys BPO’s acquisition of McCamish has been allocated to the groups of CGU’s, which are represented by the ‘Insurance’
segment.



The goodwill relating to Infosys
Lodestone and Portland acquisitions has been allocated to the groups of CGU‘s, which are represented by the entity‘s
operating segments.





The recoverable amount of a CGU
is the higher of its fair value less cost to sell and its value-in-use. The fair value of a CGU is determined based on the market
capitalization. The value-in-use is determined based on specific calculations. These calculations use pre-tax cash flow projections
over a period of five years, based on financial budgets approved by management and an average of the range of each assumption mentioned
below. As of March 31, 2014, the estimated recoverable amount of the CGU exceeded its carrying amount. The recoverable amount was
computed based on the fair value being higher than value-in-use and the carrying amount of the CGU was computed by allocating the
net assets to operating segments for the purpose of impairment testing. The key assumptions used for the calculations are as follows:

(In %)



|                      | As of March 31,
|--------------------- | ---------------
|                      | 2014           
|Long term growth rate | 8-10           
|Operating margins     | 17-20          
|Discount rate         | 13.2           







The above discount rate is based
on the Weighted Average Cost of Capital (WACC) of the Company. These estimates are likely to differ from future actual results
of operations and cash flows.



Following are the changes in the carrying
value of acquired intangible assets for the year ended March 31, 2014:

(Dollars in millions)

|                                              | Customer related | Software related | Sub-contracting right related | Intellectual property rights related | Land use rights related | Brand | Others | Total
|--------------------------------------------- | ---------------- | ---------------- | ----------------------------- | ------------------------------------ | ----------------------- | ----- | ------ | -----
|Gross carrying value as of April 1, 2013      | $62              | $6               | $4                            | $2                                   | $11                     | $5    | $2     | $92  
|Additions                                     | –                | –                | –                             | –                                    | –                       | –     | –      | –    
|Translation differences                       | 2                | –                | (1)                           | –                                    | –                       | –     | (1)    | –    
|Gross carrying value as of March 31, 2014     | 64               | 6                | 3                             | 2                                    | 11                      | 5     | 1      | 92   
|Accumulated amortization as of April 1, 2013  | (14)             | (5)              | (2)                           | (2)                                  | –                       | (1)   | –      | (24) 
|Amortization expense                          | (7)              | (1)              | (1)                           | –                                    | –                       | (2)   | (1)    | (12) 
|Translation differences                       | –                | 2                | –                             | –                                    | –                       | (1)   | –      | 1    
|Accumulated amortization as of March 31, 2014 | (21)             | (4)              | (3)                           | (2)                                  | –                       | (4)   | (1)    | (35) 
|Carrying value as of March 31, 2014           | 43               | 2                | –                             | –                                    | 11                      | 1     | –      | 57   
|Carrying value as of March 31, 2013           | $48              | $1               | $2                            | –                                    | $11                     | $4    | $2     | $68  



Following are the changes in the carrying
value of acquired intangible assets for the year ended March 31, 2013:

(Dollars in millions)

|                                              | Customer related | Software related | Sub-contracting right related | Intellectual property rights related | Land use rights related | Brand | Others | Total
|--------------------------------------------- | ---------------- | ---------------- | ----------------------------- | ------------------------------------ | ----------------------- | ----- | ------ | -----
|Gross carrying value as of April 1, 2012      | $28              | $6               | $4                            | $2                                   | $11                     | –     | –      | $51  
|Additions through business combinations       | 36               | –                | –                             | –                                    | –                       | 5     | –      | 41   
|Additions                                     | –                | –                | –                             | –                                    | –                       | –     | 2      | 2    
|Translation differences                       | (2)              | –                | –                             | –                                    | –                       | –     | –      | (2)  
|Gross carrying value as of March 31, 2013     | 62               | 6                | 4                             | 2                                    | 11                      | 5     | 2      | 92   
|Accumulated amortization as of April 1, 2012  | (11)             | (3)              | (1)                           | (2)                                  | –                       | –     | –      | (17) 
|Amortization expense                          | (4)              | (1)              | (1)                           | –                                    | –                       | (1)   | –      | (7)  
|Translation differences                       | 1                | (1)              | –                             | –                                    | –                       | –     | –      | –    
|Accumulated amortization as of March 31, 2013 | (14)             | (5)              | (2)                           | (2)                                  | –                       | (1)   | –      | (24) 
|Carrying value as of March 31, 2013           | 48               | 1                | 2                             | –                                    | 11                      | 4     | 2      | 68   
|Carrying value as of March 31, 2012           | $17              | $3               | $3                            | –                                    | $11                     | –     | –      | $34  



Following are the changes in the carrying
value of acquired intangible assets for the year ended March 31, 2012:

(Dollars in millions)

|                                              | Customer related | Software related | Sub-contracting right related | Intellectual property rights related | Land use rights related | Total
|--------------------------------------------- | ---------------- | ---------------- | ----------------------------- | ------------------------------------ | ----------------------- | -----
|Gross carrying value as of April 1, 2011      | $20              | $3               | –                             | $2                                   | –                       | $25  
|Additions through business combinations       | 8                | –                | –                             | –                                    | –                       | 8    
|Additions                                     | –                | 3                | 4                             | –                                    | 11                      | 18   
|Translation differences                       | –                | –                | –                             | –                                    | –                       | –    
|Gross carrying value as of March 31, 2012     | 28               | 6                | 4                             | 2                                    | 11                      | 51   
|Accumulated amortization as of April 1, 2011  | (9)              | (3)              | –                             | (2)                                  | –                       | (14) 
|Amortization expense                          | (2)              | –                | (1)                           | –                                    | –                       | (3)  
|Translation differences                       | –                | –                | –                             | –                                    | –                       | –    
|Accumulated amortization as of March 31, 2012 | (11)             | (3)              | (1)                           | (2)                                  | –                       | (17) 
|Carrying value as of March 31, 2012           | 17               | 3                | 3                             | –                                    | 11                      | 34   
|Carrying value as of March 31, 2011           | $11              | –                | –                             | –                                    | –                       | $11  





The estimated useful lives and remaining
useful life of intangible assets as of March 31, 2014 are as follows:





|Intangible asset                     | Acquisition       | Useful life | Remaining Useful life
|------------------------------------ | ----------------- | ----------- | ---------------------
|Sub-contracting rights               | Asset acquisition | 3           | 1                    
|Land use rights                      | Asset acquisition | 50          | 47                   
|Software                             | Asset acquisition | 5           | 3                    
|Customer contracts and relationships | Philips BPO       | 7           | 1                    
|Customer contracts and relationships | McCamish          | 9           | 5                    
|Customer contracts and relationships | Portland          | 10          | 8                    
|Customer contracts and relationships | Seabury and Smith | 5           | 3                    
|Customer contracts                   | Lodestone         | 2           | 1                    
|Customer relationships               | Lodestone         | 10          | 9                    
|Brand                                | Lodestone         | 2           | 1                    





The aggregate amortization expense
included in cost of sales, for the year ended March 31, 2014, 2013 and 2012 were $12 million, $7 million and $3 million, respectively.



Research and development expense recognized
in net profit in the consolidated statement of comprehensive income, for the year ended March 31, 2014, 2013 and 2012 were $147
million, $173 million and $140 million, respectively.



2.7 Financial instruments



The carrying value and fair value of
financial instruments by categories as of March 31, 2014 were as follows:

(Dollars in millions)

|                                                             | Loans and receivables | Financial assets / liabilities at fair value through profit and loss | Available for sale | Trade and other payables | Total carrying value / fair value
|------------------------------------------------------------ | --------------------- | -------------------------------------------------------------------- | ------------------ | ------------------------ | ---------------------------------
|Assets:                                                      |                       |                                                                      |                    |                          |                                  
|Cash and cash equivalents (Refer to Note
    to     2.1)     | $4,331                | –                                                                    | –                  | –                        | $4,331                           
|Available-for-sale financial assets (Refer to Note
    2.2)  | –                     | –                                                                    | 575                | –                        | 575                              
|Investment in certificates of deposit                        | 143                   | –                                                                    | –                  | –                        | 143                              
|Trade receivables                                            | 1,394                 | –                                                                    | –                  | –                        | 1,394                            
|Unbilled revenue                                             | 469                   | –                                                                    | –                  | –                        | 469                              
|Prepayments and other assets (Refer to Note 2.4)             | 263                   | –                                                                    | –                  | –                        | 263                              
|Derivative financial instruments                             | –                     | 36                                                                   | –                  | –                        | 36                               
|Total                                                        | $6,600                | 36                                                                   | $575               | –                        | $7,211                           
|Liabilities:                                                 |                       |                                                                      |                    |                          |                                  
|Trade payables                                               | –                     | –                                                                    | –                  | $29                      | $29                              
|Client deposits                                              | –                     | –                                                                    | –                  | 6                        | 6                                
|Employee benefit obligations                                 | –                     | –                                                                    | –                  | 159                      | 159                              
|Other liabilities (Refer to Note 2.9)                        | –                     | –                                                                    | –                  | 644                      | 644                              
|Liability towards other
    acquisitions (Refer to Note 2.9) | –                     | –                                                                    | –                  | 43                       | 43                               
|Total                                                        | –                     | –                                                                    | –                  | $881                     | $881                             





The carrying value and fair value of
financial instruments by categories as of March 31, 2013 were as follows:



(Dollars in millions)

|                                                                                     | Loans and receivables | Financial assets/liabilities at fair value through profit and loss | Available for sale | Trade and other payables | Total carrying value / fair value
|------------------------------------------------------------------------------------ | --------------------- | ------------------------------------------------------------------ | ------------------ | ------------------------ | ---------------------------------
|Assets:                                                                              |                       |                                                                    |                    |                          |                                  
|Cash and cash equivalents (Refer to Note
    2.1)                                    | $4,021                | –                                                                  | –                  | –                        | $4,021                           
|Available-for-sale financial
    assets (Refer to Note 2.2)                          | –                     | –                                                                  | 392                | –                        | 392                              
|Trade receivables                                                                    | 1,305                 | –                                                                  | –                  | –                        | 1,305                            
|Unbilled revenue                                                                     | 449                   | –                                                                  | –                  | –                        | 449                              
|Prepayments and other assets (Refer to Note 2.4)                                     | 255                   | –                                                                  | –                  | –                        | 255                              
|Derivative financial instruments                                                     | –                     | 19                                                                 | –                  | –                        | 19                               
|Total                                                                                | $6,030                | $19                                                                | $392               | –                        | $6,441                           
|Liabilities:                                                                         |                       |                                                                    |                    |                          |                                  
|Trade payables                                                                       | –                     | –                                                                  | –                  | $35                      | $35                              
|Client deposits                                                                      | –                     | –                                                                  | –                  | 6                        | 6                                
|Employee benefit obligations                                                         |                       | –                                                                  | –                  | 113                      | 113                              
|Other liabilities (Refer to Note 2.9)                                                | –                     | –                                                                  | –                  | 444                      | 444                              
|Liability towards McCamish acquisition on a discounted
    basis (Refer to Note 2.9) | –                     | –                                                                  | –                  | 3                        | 3                                
|Liability towards other acquisitions (Refer to Note
    2.9)                         | –                     | –                                                                  | –                  | 11                       | 11                               
|Total                                                                                | –                     | –                                                                  | –                  | $612                     | $612                             



Fair value hierarchy

Level 1- Quoted prices
(unadjusted) in active markets for identical assets or liabilities.



Level 2– Inputs
other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).



Level 3- Inputs for the
assets or liabilities that are not based on observable market data (unobservable inputs).



The following table presents fair value
hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2014:

(Dollars in millions)

|                                                                                                            | As of March 31, 2014 | Fair value measurement at end of the reporting period using
|----------------------------------------------------------------------------------------------------------- | -------------------- | -----------------------------------------------------------
|                                                                                                            |                      | Level 1                                                    
|Assets                                                                                                      |                      |                                                            
|Available- for- sale financial asset-
    Investments in liquid mutual funds (Refer to Note 2.2)            | $342                 | $342                                                       
|Available- for- sale financial asset- Investments in
    fixed maturity plan securities (Refer to Note 2.2) | $25                  | –                                                          
|Available- for- sale financial asset- Investments in
    quoted debt securities (Refer to Note 2.2)         | $207                 | $207                                                       
|Available- for- sale financial asset- Investments in
    unquoted equity instruments (Refer to Note 2.2)    | $1                   | –                                                          
|Derivative financial instruments- gain on outstanding foreign exchange forward and option contracts         | $36                  | –                                                          



The following table presents fair value
hierarchy of assets and liabilities measured at fair value on a recurring basis as of March 31, 2013:

(Dollars in millions)

|                                                                                                         | As of March 31, 2013 | Fair value measurement at end of the reporting period using
|-------------------------------------------------------------------------------------------------------- | -------------------- | -----------------------------------------------------------
|                                                                                                         |                      | Level 1                                                    
|Assets                                                                                                   |                      |                                                            
|Available- for- sale financial asset-
    Investments in liquid mutual funds (Refer to Note 2.2)         | $320                 | $320                                                       
|Available- for- sale financial asset- Investments in
    quoted debt securities (Refer to Note 2.2)      | $71                  | $71                                                        
|Available- for- sale financial asset- Investments in
    unquoted equity instruments (Refer to Note 2.2) | $1                   | –                                                          
|Derivative financial instruments- gain on outstanding foreign exchange forward and option contracts      | $19                  | –                                                          



Income from financial assets or liabilities
that are not at fair value through profit or loss is as follows:

(Dollars in millions)

|                                                                                 | Year ended March 31,
|-------------------------------------------------------------------------------- | --------------------
|                                                                                 | 2014                
|Interest income on deposits and
    certificates of deposit (Refer to Note 2.13) | $356                
|Income from
    available-for-sale financial assets (Refer to Note 2.13)         | 37                  
|                                                                                 | $393                



Derivative financial instruments





The Group uses derivative
financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates
on foreign currency exposures. The counterparty for these contracts is generally a bank or a financial institution. These
derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or
inputs that are directly or indirectly observable in the marketplace. The following table gives details in respect of
outstanding foreign exchange forward and option contracts:



(In millions)

|                                 | As of         
|-------------------------------- | --------------
|                                 | March 31, 2014
|Forward contracts                |               
|In U.S. dollars                  | 751           
|In Euro                          | 64            
|In United Kingdom Pound Sterling | 77            
|In Australian dollars            | 75            
|Option contracts                 |               
|In U.S. dollars                  | 20            



The Group recognized a net loss on
derivative financial instruments of $40 million and a net gain of $15 million for the year ended March 31, 2014 and March 31,
2013, respectively, which are included under other income.



The foreign exchange forward and
option contracts mature within 12 months. The table below analyzes the derivative financial instruments into relevant
maturity groupings based on the remaining period as of the balance sheet date:

(Dollars in millions)

|                                                     | As of         
|---------------------------------------------------- | --------------
|                                                     | March 31, 2014
|Not later than one month                             | $198          
|Later than one month and not later than three months | 467           
|Later than three months and not later than one year  | 393           
|                                                     | $1,058        



Financial risk management



Financial risk factors



The Group’s activities
expose it to a variety of financial risks market risk, credit risk and liquidity risk. The Group’s primary focus is to
foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial
performance. The primary market risk to the group is foreign exchange risk. The Group uses derivative financial
instruments to mitigate foreign exchange related risk exposures. The Group's exposure to credit risk is influenced mainly
by the individual characteristic of each customer and the concentration of risk from the top few customers. The demographics
of the customer including the default risk of the industry and country in which the customer operates also have an influence
on credit risk assessment.



Market risk





The Group operates internationally
and a major portion of the business is transacted in several currencies and consequently the group is exposed to foreign exchange
risk through its sales and services in the United States and elsewhere, and purchases from overseas suppliers in various foreign
currencies. The Group uses derivative financial instruments such as foreign exchange forward and option contracts to mitigate
the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the rupee and foreign currencies
has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the group’s
operations are affected as the Indian rupee appreciates / depreciates against these currencies.





The following table gives details in respect of the outstanding
foreign exchange forward and option contracts:

(Dollars in millions)

|                                                             | As of         
|------------------------------------------------------------ | --------------
|                                                             | March 31, 2014
|Aggregate amount of outstanding forward and option contracts | $1,058        
|Gains / (losses) on outstanding forward and option contracts | $36           



The outstanding foreign exchange forward
and option contracts as of March 31, 2014 and March 31, 2013, mature within 12 months.



The following table analyzes foreign
currency risk from financial instruments as of March 31, 2014:

(Dollars in millions)

|                             | U.S. dollars | Euro | United Kingdom Pound Sterling | Australian dollars | Other currencies | Total 
|---------------------------- | ------------ | ---- | ----------------------------- | ------------------ | ---------------- | ------
|Cash and cash equivalents    | $144         | $17  | $33                           | $30                | $63              | $287  
|Trade receivables            | 898          | 182  | 102                           | 87                 | 75               | 1,344 
|Unbilled revenue             | 271          | 64   | 22                            | 32                 | 41               | 430   
|Other assets                 | 12           | 6    | 2                             | 2                  | 9                | 31    
|Trade payables               | (3)          | (3)  | (2)                           | –                  | (16)             | (24)  
|Client deposits              | (3)          | (3)  | –                             | –                  | –                | (6)   
|Accrued expenses             | (127)        | (26) | (10)                          | (6)                | (31)             | (200) 
|Employee benefit obligations | (64)         | (12) | (7)                           | (22)               | (16)             | (121) 
|Other liabilities            | (75)         | (5)  | –                             | (9)                | (50)             | (139) 
|Net assets / (liabilities)   | $1,053       | $220 | $140                          | $114               | $75              | $1,602



The following table analyzes foreign
currency risk from financial instruments as of March 31, 2013:

(Dollars in millions)

|                             | U.S. dollars | Euro | United Kingdom Pound Sterling | Australian dollars | Other currencies | Total 
|---------------------------- | ------------ | ---- | ----------------------------- | ------------------ | ---------------- | ------
|Cash and cash equivalents    | $204         | $15  | $16                           | $34                | $64              | $333  
|Trade receivables            | 863          | 152  | 105                           | 77                 | 66               | 1,263 
|Unbilled revenue             | 258          | 58   | 29                            | 19                 | 41               | 405   
|Other assets                 | 99           | 6    | 6                             | 3                  | 28               | 142   
|Trade payables               | (10)         | (2)  | (2)                           | –                  | (6)              | (20)  
|Client deposits              | (4)          | (2)  | –                             | –                  | (1)              | (7)   
|Accrued expenses             | (102)        | (15) | –                             | (5)                | (19)             | (141) 
|Employee benefit obligations | (45)         | (9)  | (2)                           | (15)               | (12)             | (83)  
|Other liabilities            | (185)        | (57) | 10                            | (10)               | (27)             | (269) 
|Net assets / (liabilities)   | $1,078       | $146 | $162                          | $103               | $134             | $1,623





For the year ended March 31, 2014, 2013
and 2012, every percentage point depreciation / appreciation in the exchange rate between the Indian rupee and the U.S. dollar
has affected the company's incremental operating margins by approximately 0.48%, 0.40% and 0.50%, respectively.





Sensitivity analysis is computed based
on the changes in the income and expenses in foreign currency upon conversion into functional currency, due to exchange rate fluctuations
between the previous reporting period and the current reporting period.



Credit risk



Credit risk refers to the risk of default
on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date
is primarily from trade receivables amounting to $1,394 million and $1,305 million as of March 31, 2014 and March 31, 2013, respectively
and unbilled revenue amounting to $469 million and $449 million as of March 31, 2014 and March 31, 2013, respectively. Trade receivables
are typically unsecured and are derived from revenue earned from customers primarily located in the United States. Credit risk
is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to
which the group grants credit terms in the normal course of business.



The following table gives details in
respect of percentage of revenues generated from top customer and top five customers:

(In %)

|                                | Year ended March 31,
|------------------------------- | --------------------
|                                | 2014                
|Revenue from top customer       | 3.8                 
|Revenue from top five customers | 14.4                



Financial assets that are neither
past due nor impaired





Cash and cash equivalents, available-for-sale
financial assets and investment in certificates of deposit are neither past due nor impaired. Cash and cash equivalents include
deposits with banks and corporations with high credit ratings assigned by international and domestic credit rating agencies. Available-for-sale
financial assets include investment in mutual fund units, quoted debt securities and unquoted equity securities. Certificates of
deposit represent funds deposited at a bank or other eligible financial institution for a specified time period. Investment in
quoted debt securities represents the investments made in debt securities issued by government and quasi government organizations.
Of the total trade receivables, $1,064 million and $965 million as of March 31, 2014 and March 31, 2013, respectively, were neither
past due nor impaired.





There is no other class of financial
assets that is not past due but impaired except for trade receivables of $3 million and $1 million as of March 31, 2014 and March
31, 2013, respectively.



Financial assets that are past due but not impaired



The Group’s credit period
generally ranges from 30-60 days. The age analysis of the trade receivables have been considered from the due date. The age wise
break up of trade receivables, net of allowances of $33 million and $16 million as of March 31, 2014 and March 31, 2013, respectively,
that are past due, is given below:



(Dollars in millions)

|Period (in days) | As of         
|---------------- | --------------
|                 | March 31, 2014
|Less than 30     | $229          
|31 – 60          | 42            
|61 – 90          | 21            
|More than 90     | 38            
|                 | $330          



The provisions for doubtful trade receivables
for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 was $23 million, $7 million and $14 million, respectively.



The movement in the provisions for doubtful
trade receivables is as follows:

(Dollars in millions)

|                                          | Year ended March 31,
|----------------------------------------- | --------------------
|                                          | 2014                
|Balance at the beginning                  | $17                 
|Translation differences                   | –                   
|Provisions for doubtful trade receivables | 23                  
|Trade receivables written off             | (4)                 
|Balance at the end                        | $36                 



Liquidity risk



As of March 31, 2014, the Group
had a working capital of $5,656 million including cash and cash equivalents of $4,331 million, current available-for-sale
financial assets of $367 million and investments in certificates of deposit of $143 million. As of March 31, 2013, the
Group had a working capital of $5,347 million including cash and cash equivalents of $4,021 million and current
available-for-sale financial assets of $320 million.



As of March 31, 2014 and
March 31, 2013, the outstanding employee benefit obligations were $159 million and $113 million, respectively, which have
been fully funded. Further, as of March 31, 2014 and March 31, 2013, the group had no outstanding bank borrowings.
Accordingly, no liquidity risk is perceived.

The table below provides details regarding
the contractual maturities of significant financial liabilities as of March 31, 2014:

(Dollars in millions)

|Particulars                                                                           | Less than 1 year | 1-2 years | 2-4 years | 4-7 years | Total
|------------------------------------------------------------------------------------- | ---------------- | --------- | --------- | --------- | -----
|Trade payables                                                                        | $29              | –         | –         | –         | $29  
|Client deposits                                                                       | $6               | –         | –         | –         | $6   
|Other liabilities (Refer to Note 2.9)                                                 | $640             | $4        | –         | –         | $644 
|Liability towards other
    acquisitions on an undiscounted basis (Refer to Note 2.9) | –                | $55       | –         | –         | $55  



The table below provides details regarding
the contractual maturities of significant financial liabilities as of March 31, 2013:

(Dollars in millions)

|Particulars                                                                             | Less than 1 year | 1-2 years | 2-4 years | 4-7 years | Total
|--------------------------------------------------------------------------------------- | ---------------- | --------- | --------- | --------- | -----
|Trade payables                                                                          | $35              | –         | –         | –         | $35  
|Client deposits                                                                         | $6               | –         | –         | –         | $6   
|Other liabilities (Refer to Note 2.9)                                                   | $437             | $3        | $4        | –         | $444 
|Liability towards other acquisitions on undiscounted
    basis (Refer to Note 2.9)      | $1               | –         | $15       | –         | $16  
|Liability towards
    McCamish acquisition on an undiscounted basis (Refer to Note 2.9) | –                | $1        | $3        | –         | $4   



As of March 31, 2014 and March 31,
2013, the Group had outstanding financial guarantees of $6 million and $4 million, respectively towards leased premises.
These financial guarantees can be invoked upon breach of any term of the lease agreement. To the Group’s knowledge
there has been no breach of any term of the lease agreement as of March 31, 2014 and March 31, 2013.



2.8
Provisions



Provisions comprise the following:



(Dollars in millions)

|                                                             | As of         
|------------------------------------------------------------ | --------------
|                                                             | March 31, 2014
|Provision for post sales client support and other provisions | $63           
|Provision towards visa related matters (Refer to Note 2.20)  | –             
|                                                             | $63           





Provision for post sales client support
and other provisions represents costs associated with providing sales support services which are accrued at the time of recognition
of revenues and are expected to be utilized over a period of 6 months to 1 year. The movement in the provision for post sales client
support and other provisions is as follows:



(Dollars in millions)

|                                  | Year ended March 31,
|--------------------------------- | --------------------
|                                  | 2014                
|Balance at the beginning          | $39                 
|Translation differences           | 1                   
|Provision recognized / (reversed) | 23                  
|Provision utilized                | –                   
|Balance at the end                | $63                 





Provision for post sales client support
and other provisions for the year ended March 31, 2014, 2013 and 2012 is included in cost of sales in the consolidated statement
of comprehensive income.



Provision towards visa related matters
amounting to $35 million (including legal costs) was created and paid during the year ended March 31, 2014.







As
of March 31, 2014 and March 31, 2013, claims against the company, not acknowledged as debts, net of amounts paid (excluding demands
from Indian income tax authorities- Refer to Note 2.16) amounted to $27 million (163
crore) and $81 million (438
crore), respectively.



2.9 Other liabilities



Other liabilities comprise the following:

(Dollars in millions)

|                                                                                                          | As of         
|--------------------------------------------------------------------------------------------------------- | --------------
|                                                                                                          | March 31, 2014
|Current                                                                                                   |               
|Accrued compensation to employees                                                                         | $266          
|Accrued expenses                                                                                          | 308           
|Withholding
    taxes payable (1)                                                                         | 152           
|Retainage                                                                                                 | 14            
|Unamortized
    negative past service cost (Refer to Note 2.11.1) (1)                                     | –             
|Liabilities of controlled trusts                                                                          | 25            
|Liability towards acquisition of business (Refer to
    Note 2.3)                                         | –             
|Premiums
    held in trust (2)                                                                            | 23            
|Others                                                                                                    | 4             
|                                                                                                          | $792          
|Non-current                                                                                               |               
|Liability towards acquisition of business (Refer to
    Note 2.3)                                         | $43           
|Unamortized
    negative past service cost (Refer to Note 2.11.1) (1)                                     | –             
|Incentive accruals                                                                                        | 4             
|Deferred
    income - government grant on land use rights(Refer to Note 2.6) (1)                          | 7             
|                                                                                                          | $54           
|                                                                                                          | $846          
|Financial liabilities included in other liabilities (excluding liability towards acquisition of business) | $644          
|Financial liability towards McCamish acquisition on a
    discounted basis (Refer to Note 2.3)            | –             
|Financial liability towards McCamish acquisition on an
    undiscounted basis (Refer to Note 2.3)         | –             
|Financial liability towards other acquisitions (Refer
    to Note 2.3)                                    | $43           
|Financial liability towards other acquisitions on an undiscounted basis                                   | $55           





| | (1) | Non financial liabilities                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Represents premiums collected from policyholders and payable to insurance providers by a service provider maintaining
    the amounts in fiduciary capacity (Refer to Note 2.4).







Accrued expenses primarily relate
to cost of technical sub-contractors, telecommunication charges, legal and professional charges, brand building expenses, overseas
travel expenses and office maintenance. Others include unclaimed dividend balances.



2.10 Expenses by nature

(Dollars in millions)

|                                                                                | Year ended March 31,
|------------------------------------------------------------------------------- | --------------------
|                                                                                | 2014                
|Employee benefit costs (Refer to Note
    2.11.4)                               | $4,746              
|Deferred purchase price pertaining to acquisition
    (Refer to Note  2.3)      | 31                  
|Depreciation and amortization charges (Refer to Note
    2.5 and 2.6)           | 226                 
|Travelling costs                                                                | 280                 
|Consultancy and professional charges                                            | 83                  
|Rates and taxes                                                                 | 17                  
|Cost of software packages                                                       | 129                 
|Third party items bought for service delivery to clients                        | 32                  
|Communication costs                                                             | 72                  
|Cost of technical sub-contractors                                               | 322                 
|Consumables                                                                     | 5                   
|Power and fuel                                                                  | 36                  
|Repairs and maintenance                                                         | 95                  
|Commission                                                                      | 6                   
|Recruitment and training                                                        | 1                   
|Branding and marketing expenses                                                 | 22                  
|Provision for post-sales client support                                         | 8                   
|Provisions for doubtful trade receivables (Refer to
    Note 2.7)               | 23                  
|Operating lease payments (Refer to Note 2.14)                                   | 53                  
|Postage and courier                                                             | 6                   
|Printing and stationery                                                         | 3                   
|Insurance charges                                                               | 9                   
|Donations                                                                       | 2                   
|Others (Refer to
    Note 2.20)                                                 | 63                  
|Total cost of sales, selling and marketing expenses and administrative expenses | $6,270              



2.11 Employee benefits



2.11.1 Gratuity



The following tables set out the funded
status of the gratuity plans and the amounts recognized in the Group's financial statements as of March 31, 2014 and March 31,
2013:

(Dollars in millions)

|                                                                                       | As of         
|-------------------------------------------------------------------------------------- | --------------
|                                                                                       | March 31, 2014
|Change in benefit obligations                                                          |               
|Benefit obligations at the beginning                                                   | $120          
|Service cost                                                                           | 16            
|Interest cost                                                                          | 8             
|Actuarial losses / (gains)                                                             | NA            
|Remeasurements - Actuarial losses /  (gains)*                                          | 1             
|Benefits paid                                                                          | (16)          
|Curtailment                                                                            | –             
|Translation differences                                                                | (11)          
|Benefit obligations at the end                                                         | $118          
|Change in plan assets                                                                  |               
|Fair value of plan assets at the beginning                                             | $126          
|Expected return on plan assets                                                         | NA            
|Interest Income*                                                                       | 8             
|Remeasurements – Returns on plan assets excluding amounts included in interest income* | 1             
|Actuarial (losses) / gains                                                             | NA            
|Employer contributions                                                                 | 12            
|Benefits paid                                                                          | (16)          
|Translation differences                                                                | (11)          
|Fair value of plan assets at the end                                                   | $120          
|Funded status                                                                          | $2            
|Prepaid benefit                                                                        | $2            

* As per Revised IAS 19



Net gratuity cost for the year ended
March 31, 2014, 2013 and 2012 comprises the following components:

(Dollars in millions)

|                                                             | Year ended March 31,
|------------------------------------------------------------ | --------------------
|                                                             | 2014                
|Service cost                                                 | $16                 
|Net interest on the net defined benefit liability / (asset)* | –                   
|Interest cost                                                | NA                  
|Expected return on plan assets                               | NA                  
|Actuarial (gains) / losses                                   | NA                  
|Curtailment                                                  | –                   
|Plan amendments                                              | –                   
|Net gratuity cost                                            | $16                 

* As per Revised IAS 19



Amount for the year ended March 31, 2014
recognised in statement of other comprehensive income:

(Dollars in millions)

|                                                                                                                             | Year ended March 31,
|---------------------------------------------------------------------------------------------------------------------------- | --------------------
|                                                                                                                             | 2014                
|Remeasurements of the net defined benefit liability / (asset)                                                                |                     
|Actuarial (gains) / losses                                                                                                   | 1                   
|(Return) / loss on plan assets excluding
amounts included in the net interest on the net defined benefit liability / (asset) | (1)                 
|                                                                                                                             | –                   



(Dollars in millions)



|                                                     | Year ended March 31,
|---------------------------------------------------- | --------------------
|                                                     | 2014                
|(Gain) / loss from change in demographic assumptions | 3                   
|(Gain) / loss from change in financial assumptions   | (4)                 
|                                                     | (1)                 







The Group  has adopted Revised IAS 19
with effect from April 1, 2013. Comparative information has not been restated for the changes as the effect of the change in
accounting policy is not material. The impact on account of the revision in accounting policy is a reduction in retained
earnings by $6 million and an increase in other comprehensive income by $9 million. The reduction in retained earnings by $6
million includes a write back of unamortized negative past service cost of $3 million.







During fiscal 2013, the company aligned
the gratuity entitlement of certain employees prospectively to the Payment of Gratuity Act, 1972. This amendment has resulted in
a curtailment gain of $13 million for the year ended March 31, 2013, which has been recognized in the statement of comprehensive
income.





The gratuity cost recognised in net profit
in the statement of comprehensive income apportioned between cost of sales, selling and marketing expenses and administrative
expenses on the basis of direct employee cost is as follows:

(Dollars in millions)

|                               | Year ended March 31,
|------------------------------ | --------------------
|                               | 2014                
|Cost of sales                  | $14                 
|Selling and marketing expenses | 1                   
|Administrative expenses        | 1                   
|                               | $16                 





Effective
July 1, 2007, the company amended its Gratuity Plan, to suspend the voluntary defined death benefit component of the Gratuity
Plan. This amendment resulted in a negative past service cost amounting to $9 million, which was being amortized on a
straight-line basis over the average remaining service period of employees which is 10 years. On adoption of Revised
IAS 19, the unamortized negative past service cost of $3 million as of March 31, 2013 has been credited to retained
earnings.





The weighted-average assumptions
used to determine benefit obligations as of March 31, 2014 and March 31, 2013 are set out below:

|                                                         | As of         
|-------------------------------------------------------- | --------------
|                                                         | March 31, 2014
|Discount rate                                            | 9.2%          
|Weighted average rate of increase in compensation levels | 8.0%          



The weighted-average assumptions used
to determine net periodic benefit cost for the year ended March 31, 2014, 2013 and 2012 are set out below:



|                                                         | Year ended March 31,
|-------------------------------------------------------- | --------------------
|                                                         | 2014                
|Discount rate                                            | 8.0%                
|Weighted average rate of increase in compensation levels | 7.3%                
|Rate of return on plan assets                            | NA*                 
|Weighted average duration of defined benefit obligation* | 9 years             

* As
per Revised IAS 19





The following are the assumptions used to determine the benefit
obligations:





|Discount rate                                            | In India, the market for high quality corporate bonds being not developed, the yield of government bonds is considered as the discount rate. The tenure has been considered taking into account the past long-term trend of employees’ average remaining service life which reflects the average estimated term of the post- employment benefit obligations.
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Weighted average rate of increase in compensation levels | The average rate of increase in compensation levels is determined by the Company, considering factors such as, the Company’s past compensation revision trends and management’s estimate of future salary increases.                                                                                                                                        
|Rate of return on plan assets                            | Rate of return for the year ended March 31, 2013 and March 31, 2012 is the average yield of the portfolio in which our plan assets are invested over a tenure equivalent to the entire life of the related obligation.                                                                                                                                      
|Attrition rate                                           | Attrition rate considered is the management’s estimate based on the past long-term trend of employee turnover in the Company.                                                                                                                                                                                                                               





The company assesses these assumptions
with its projected long-term plans of growth and prevalent industry standards. The company's overall expected long-term rate-of-return
on assets has been determined based on consideration of available market information, current provisions of Indian law specifying
the instruments in which investments can be made, and historical returns. Historical returns have generally not been lower than
the expected rate of return on plan assets estimated for those years.



Gratuity is applicable only to employees
drawing a salary in Indian rupees and there are no other foreign defined benefit gratuity plans.



The company contributes all ascertained
liabilities towards gratuity to the Infosys Employees' Gratuity Fund Trust. In case of Infosys BPO, contributions are made to the
Infosys BPO Employees' Gratuity Fund Trust. Trustees administer contributions made to the trust and contributions are invested
in a scheme with the Life Insurance Corporation of India as permitted by Indian law. As of March 31, 2014 and March 31, 2013, the
plan assets have been primarily invested in government securities.



Actual return on assets for the year
ended March 31, 2014, 2013 and 2012 was $9 million, $11 million and $10 million, respectively.



As of March 31, 2014, every percentage
point increase / decrease in discount rate will affect the company’s gratuity benefit obligation by approximately $6 million.



As of March 31, 2014, every percentage
point increase / decrease in weighted average rate of increase in compensation levels will affect the company’s gratuity
benefit obligation by approximately $4 million.





The Group expects to contribute $18 million to the gratuity
trusts during the fiscal 2015.



Maturity profile of defined benefit obligation:

(Dollars in millions)

|Within 1 year | 21 
|------------- | ---
|1 - 2 year    | 21 
|2 - 3 year    | 21 
|3 - 4 year    | 22 
|4 - 5 year    | 24 
|5 - 10 years  | 141



Sensitivity for significant actuarial
assumptions is computed by varying the actuarial assumptions used for the valuation of the defined benefit obligation by one percentage.



Assumptions regarding future mortality
experience are set in accordance with the published statistics by the Life Insurance Corporation of India.



2.11.2 Superannuation



The company contributed $33 million,
$32 million and $30 million to the superannuation plan during the year ended March 31, 2014, 2013 and 2012, respectively.



Superannuation contributions have been
apportioned between cost of sales, selling and marketing expenses and administrative expenses on the basis of direct employee cost
as follows:

(Dollars in millions)

|                               | Year ended March 31,
|------------------------------ | --------------------
|                               | 2014                
|Cost of sales                  | $30                 
|Selling and marketing expenses | 2                   
|Administrative expenses        | 1                   
|                               | $33                 



2.11.3 Provident fund



The company has an obligation to fund
any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered
rates are determined annually predominantly considering the social rather than economic factors and in most cases the actual return
earned by the company has been higher in the past years. The Actuarial Society of India has issued the final guidance for measurement
of provident fund liabilities during the quarter ended December 31, 2011. The actuary has accordingly provided a valuation and
based on the below provided assumptions there is no shortfall as at March 31, 2014 and March 31, 2013, respectively.



The details of fund and plan asset position are given below:

(Dollars in millions)

|                                                  | As of         
|------------------------------------------------- | --------------
|                                                  | March 31, 2014
|Plan assets at period end, at fair value          | $470          
|Present value of benefit obligation at period end | 470           
|Asset recognized in balance sheet                 | –             



The plan assets have been primarily invested in government
securities.



Assumptions used in determining the present value obligation
of the interest rate guarantee under the Deterministic Approach:



|                                      | As of         
|------------------------------------- | --------------
|                                      | March 31, 2014
|Government of India (GOI) bond yield  | 9.2%          
|Remaining term of maturity (in years) | 8             
|Expected guaranteed interest rate     | 8.8%          



The  Group contributed $48
million, $49 million and $49 million to the provident fund during the year ended March 31, 2014, 2013 and 2012,
respectively.



Provident fund contributions have been
apportioned between cost of sales, selling and marketing expenses and administrative expenses on the basis of direct employee cost
as follows:

(Dollars in millions)

|                               | Year ended March 31,
|------------------------------ | --------------------
|                               | 2014                
|Cost of sales                  | $43                 
|Selling and marketing expenses | 3                   
|Administrative expenses        | 2                   
|                               | $48                 



2.11.4 Employee benefit costs include:

(Dollars in millions)

|                           | Year ended March 31,
|-------------------------- | --------------------
|                           | 2014                
|Salaries and bonus         | $4,649              
|Defined contribution plans | 38                  
|Defined benefit plans      | 59                  
|                           | $4,746              



The gratuity and provident plans are
applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined benefit plans.



The employee benefit cost is recognized
in the following line items in the consolidated statement of comprehensive income:

(Dollars in millions)

|                               | Year ended March 31,
|------------------------------ | --------------------
|                               | 2014                
|Cost of sales                  | $4,222              
|Selling and marketing expenses | 356                 
|Administrative expenses        | 168                 
|                               | $4,746              



2.12 Equity



Share capital and share premium



The Company has only one class of shares
referred to as equity shares having a par value of $0.16. The amount received in excess of the par value has been classified as
share premium. Additionally, share-based compensation recognized in net profit in the consolidated statement of comprehensive
income is credited to share premium. 2,833,600 shares were held by controlled trusts, each as of March 31, 2014, March 31, 2013
and March 31, 2012.



Retained earnings



Retained earnings represent the amount
of accumulated earnings of the Group.



Other components of equity





Other components of equity consist
of currency translation and fair value changes on available-for-sale financial assets and remeasurement of net defined
benefit liability / asset.





The company’s objective when managing
capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize
shareholder value. In order to maintain or achieve an optimal capital structure, the company may adjust the amount of dividend
payment, return capital to shareholders, issue new shares or buy back issued shares. As of March 31, 2014, the company had only
one class of equity shares and had no debt. Consequent to the above capital structure there are no externally imposed capital requirements.



The rights of equity shareholders are
set out below.



2.12.1 Voting



Each holder of equity shares is entitled
to one vote per share. The equity shares represented by American Depositary Shares (ADS) carry similar rights to voting and dividends
as the other equity shares. Each ADS represents one underlying equity share.



2.12.2
Dividends



The company declares and pays dividends
in Indian rupees. Indian law mandates that any dividend be declared out of accumulated distributable profits only after the transfer
to a general reserve of a specified percentage of net profit computed in accordance with current regulations. Section 205 (2A)
of the Indian Companies Act 1956 (the Act) along with the Companies (Transfer of Profits to Reserves) Rules, 1975 and Companies
( Declaration of Dividend out of Reserves) Rules, 1975, provide that certain conditions must be satisfied prior to the declaration
of dividends. These conditions relate to the transfer of profits for that year to the company’s general reserves, and in
the event of inadequacy of profits, a company must comply with conditions relating to the percentage of dividend that can be declared
and minimum reserve balances that need to be maintained by the company.



The remittance of dividends outside India
is governed by Indian law on foreign exchange and is subject to applicable taxes.



Consequent to the requirements of
the Act, the company has transferred $153 million, $167 million and $144 million, to general reserves during the year ended March
31, 2014, 2013 and 2012, respectively. As of March 31, 2014 and March 31, 2013 the group has $1,752 million and $1,523 million,
respectively, in its general reserves.



The
amount of per share dividend recognized as distributions to equity shareholders for the year ended March 31, 2014, 2013 and 2012
was $0.82 (47.00),
$0.86 (47.00)
and $0.76 (35.00),
respectively.



The Board of Directors, in their meeting
on April 15, 2014, proposed a final dividend of approximately $0.72 per equity share (43.00
per equity share). The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on June 14,
2014, and if approved, would result in a cash outflow of approximately $482 million, inclusive of corporate dividend tax.



2.12.3 Liquidation





In the event of liquidation of the company,
the holders of shares shall be entitled to receive any of the remaining assets of the company, after distribution of all preferential
amounts. However, no such preferential amounts exist currently, other than the amounts held by irrevocable controlled trusts. The
amount distributed will be in proportion to the number of equity shares held by the shareholders. For irrevocable controlled trusts,
the corpus would be settled in favor of the beneficiaries.





2.12.4 Share options



There are no voting, dividend or liquidation
rights to the holders of options issued under the company's share option plans.



As of March 31, 2014 and March
31, 2013, the company had no shares reserved for issue under the employee stock option plans, respectively.



2.13 Other income



Other income consists of the following:

(Dollars in millions)

|                                                                          | Year ended March 31,
|------------------------------------------------------------------------- | --------------------
|                                                                          | 2014                
|Interest income on deposits and certificates of deposit                   | $356                
|Exchange gains /  (losses) on forward and options contracts               | (40)                
|Exchange gains /  (losses) on translation of other assets and liabilities | 78                  
|Income from available-for-sale financial assets                           | 37                  
|Others                                                                    | 9                   
|                                                                          | $440                



2.14 Operating leases



The Group has various operating leases,
mainly for office buildings, that are renewable on a periodic basis. Rental expense for operating leases was $53 million, $45 million
and $40 million for the year ended March 31, 2014, 2013 and 2012, respectively.



The schedule of future minimum rental
payments in respect of non-cancellable operating leases is set out below:

(Dollars in millions)

|                                                | As of         
|----------------------------------------------- | --------------
|                                                | March 31, 2014
|Within one year of the balance sheet date       | $43           
|Due in a period between one year and five years | $94           
|Due after five years                            | $48           



A majority of the group’s operating
lease arrangements extend up to a maximum of ten years from their respective dates of inception, and relate to rented overseas
premises. Some of these lease agreements contain a price escalation clause.



2.15 Employees' Stock Option Plans
(ESOP)



1998 Employees Stock Option Plan (the
1998 Plan): The company’s 1998 Plan provides for the grant of non-statutory share options and incentive share options to
employees of the company. The establishment of the 1998 Plan was approved by the Board of Directors in December 1997 and by
the shareholders in January 1998. The Government of India has approved the 1998 Plan, subject to a limit of 11,760,000 equity
shares representing 11,760,000 ADS to be issued under the 1998 Plan. All options granted under the 1998 Plan are exercisable for
equity shares represented by ADSs. The options under the 1998 Plan vest over a period of one through four years and expire five
years from the date of completion of vesting. The 1998 Plan is administered by a compensation committee (now known as the management
development and compensation committee), all of whom are independent members of the Board of Directors and through the Infosys
Limited Employees’ Welfare Trust (the Trust). The term of the 1998 Plan ended on January 6, 2008, and consequently, no further
shares will be issued to employees under this plan.





1999 Employees Stock Option Plan (the
1999 Plan): In fiscal 2000, the company instituted the 1999 Plan. The Board of Directors and shareholders approved the 1999 Plan
in June 1999. The 1999 Plan provides for the issue of 52,800,000 equity shares to employees. The 1999 Plan is administered
by a compensation committee (now known as the management development and compensation committee), all of whom are independent members
of the Board of Directors and through the Infosys Limited ‘Employees' Welfare Trust (the Trust). Under the 1999 Plan, options will
be issued to employees at an exercise price, which shall not be less than the fair market value (FMV) of the underlying equity
shares on the date of grant. Under the 1999 Plan, options may also be issued to employees at exercise prices that are less than
FMV only if specifically approved by the shareholders of the company in a general meeting. All options under the 1999 Plan are
exercisable for equity shares. The options under the 1999 Plan vest over a period of one through six years, although accelerated
vesting based on performance conditions is provided in certain instances and expire over a period of 6 months through five years
from the date of completion of vesting. The term of the 1999 plan ended on June 11, 2009, and consequently no further shares will
be issued to employees under this plan.





There were no share options outstanding
and exercisable as of March 31, 2014 and March 31, 2013.



The activity in the 1998 Plan and 1999
Plan during the year ended March 31, 2013 and March 31, 2012 are set out below.



|                             | Year ended March 31, 2013      | Year ended March 31, 2012       
|---------------------------- | ------------------------------ | --------------------------------
|                             | Shares arising  out of options | Weighted average  exercise price
|1998 Plan:                   |                                |                                 
|Outstanding at the beginning | –                              | –                               
|Forfeited and expired        | –                              | –                               
|Exercised                    | –                              | –                               
|Outstanding at the end       | –                              | –                               
|Exercisable at the end       | –                              | –                               
|1999 Plan:                   |                                |                                 
|Outstanding at the beginning | 11,683                         | $42                             
|Forfeited and expired        | (5,518)                        | $39                             
|Exercised                    | (6,165)                        | $39                             
|Outstanding at the end       | –                              | –                               
|Exercisable at the end       | –                              | –                               



The weighted average share price of options
exercised under the 1998 Plan during the year ended March 31, 2013 and March 31, 2012 were Nil and $58.18, respectively. The weighted
average share price of options exercised under the 1999 Plan during the year ended March 31, 2013 and March 31, 2012 were $43.53
and $56.18, respectively.



The share-based compensation recorded
for each of the years ended March 31, 2014, 2013 and 2012 was Nil.



2.16 Income taxes



Income tax expense in the consolidated
statement of comprehensive income comprises:

(Dollars in millions)

|                   | Year ended March 31,
|------------------ | --------------------
|                   | 2014                
|Current taxes      |                     
|Domestic taxes     | $585                
|Foreign taxes      | 124                 
|                   | $709                
|Deferred taxes     |                     
|Domestic taxes     | $(29)               
|Foreign taxes      | (12)                
|                   | $(41)               
|Income tax expense | $668                





Income tax expense for the year ended
March 31, 2014, 2013 and 2012 includes reversals (net of provisions) of $4 million, Nil and $22 million, respectively, pertaining
to earlier periods.





Entire deferred income tax for the year
ended March 31, 2014 relates to origination and reversal of temporary differences. The deferred income tax credit for the year
ended March 31, 2013 includes $4 million relating to changes in the tax rate from 32.45% to the substantively enacted tax rate
of 33.99%. The increase in the tax rate to 33.99% is consequent to changes made in the Finance Act 2013. The remaining deferred
income tax for year ended March 31, 2013 relates to origination and reversal of temporary differences. The entire deferred income
tax for the year ended March 31, 2012 relates to origination and reversal of temporary differences and utilization of deferred
tax assets on subsidiary losses upon the transfer of the asset and liabilities of Infosys Consulting Inc., to Infosys Limited.





A reversal of deferred tax liability
of $2 million, less than $1 million and $1 million relating to an available-for-sale financial asset has been recognized in other
comprehensive income during the year ended March 31, 2014, 2013 and 2012, respectively.





The company, as an Indian resident, is
required to pay taxes in India on the Company’s entire global income in accordance with the provisions of Section 5 of the
Indian Income Tax Act, 1961, which are reflected as domestic taxes. The income on which domestic taxes are imposed are not restricted
to the income generated from the “India” geographic segment. The geographical segment disclosures on revenue in note
2.19.2 are solely based on the location of customers and do not reflect the geographies where the actual delivery or revenue-related
efforts occur. As such, amounts applicable to domestic income taxes and foreign income taxes will not necessarily correlate to
the proportion of revenue generated from India and other geographical segments as per the geographic segment disclosure set forth
in note 2.19.2.





A reconciliation of the income tax provision
to the amount computed by applying the statutory income tax rate to the income before income taxes is summarized below:

(Dollars in millions)

|                                                             | Year ended March 31,
|------------------------------------------------------------ | --------------------
|                                                             | 2014                
|Profit before income taxes                                   | $2,419              
|Enacted tax rates in India                                   | 33.99%              
|Computed expected tax expense                                | $822                
|Tax effect due to non-taxable income for Indian tax purposes | (273)               
|Overseas taxes                                               | 99                  
|Tax reversals, overseas and domestic                         | (4)                 
|Effect of exempt non-operating income                        | (13)                
|Effect of unrecognized deferred tax assets                   | 11                  
|Effect of differential overseas tax rates                    | 1                   
|Effect of non-deductible expenses                            | 47                  
|Taxes on dividend received from subsidiary                   | 1                   
|Temporary difference related to branch profits tax           | (8)                 
|Additional deduction on research and development expense     | (15)                
|Others                                                       | –                   
|Income tax expense                                           | $668                



The applicable
Indian statutory tax rate for the year ended March 31, 2014, 2013 and 2012 is 33.99%, 32.45% and 32.45%, respectively.The
increase in the statutory tax rate to 33.99% is consequent to changes made in the Finance Act 2013.





During the
year ended March 31, 2014 and March 31, 2013, the company has claimed weighted taxdeduction on eligible research and development
expenditures based on the approval received from Department of Scientific and Industrial Research (DSIR) for Finacle and Infosys
labs which is effective from November 23, 2011. The weighted tax deduction is equal to 200% of such expenditures incurred.



The
foreign tax expense is due to income taxes payable overseas, principally in the United States. In India, the company has
benefited from certain tax incentives that the Government of India had provided to the export of software from the units registered
under the Software Technology Parks Scheme (STP) and the company continues to benefit from certain tax incentives for the units
registered under the Special Economic Zones Act, 2005 (SEZ). However, the tax incentives provided by the Government of India for
STP units have expired, and all the STP units are now taxable. SEZ units which begin providing services
on or after April 1, 2005 are eligible for a deduction of 100 percent of profits or gains derived from the export of services for
the first five years from the financial year in which the unit has commenced the provision of services and 50 percent of such profits
or gains for a further five years. Certain tax benefits are also available for a further period of five years subject to the unit
meeting defined conditions.



As a result of these tax incentives,
a portion of the company’s pre-tax income has not been subject to tax in recent years. These tax incentives resulted in a
decrease in our income tax expense of $273 million, $202 million and $202 million for the year ended March 31, 2014, 2013 and 2012,
respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had
not been available.The per share effect of these tax incentives for the year ended March 31, 2014,
2013 and 2012 was $0.48, $0.35 and $0.35, respectively.



The company is subject to a 15%
Branch Profit Tax (BPT) in the United States to the extent its U.S. branch's net profit during the year is greater than the increase
in the net assets of the U.S. branch during the fiscal year, computed in accordance with the Internal Revenue Code. As of March
31, 2014, Infosys' U.S. branch net assets amounted to approximately $715 million. As of March 31, 2014, the Company has provided
for branch profit tax of $51million for its U.S branch, as the company estimates that these branch
profits are expected to be distributed in the foreseeable future.





Deferred income tax liabilities have
not been recognized on temporary differences amounting to $505 million and $396 million as of March 31, 2014 and March 31, 2013,
respectively, associated with investments in subsidiaries and branches as it is probable that the temporary differences will not
reverse in the foreseeable future.



The following table provides the details
of income tax assets and income tax liabilities as of March 31, 2014 and March 31, 2013:



|                                                         | As of         
|-------------------------------------------------------- | --------------
|                                                         | March 31, 2014
|Income tax assets                                        | $254          
|Current income tax liabilities                           | (365)         
|Net current income tax assets / (liabilities) at the end | $(111)        



The gross movement in the current income
tax asset /  (liability) for the year ended March 31, 2014, 2013 and 2012 is as follows:

(Dollars in millions)

|                                                             | Year ended March 31,
|------------------------------------------------------------ | --------------------
|                                                             | 2014                
|Net current income tax asset /  (liability) at the beginning | $(44)               
|Additions through business combination                       | –                   
|Translation differences                                      | 4                   
|Income tax paid                                              | 638                 
|Current income tax expense (Refer to Note 2.16)              | (709)               
|Income tax on other comprehensive income                     | –                   
|Net current income tax asset /  (liability) at the end       | $(111)              



The tax effects of significant temporary
differences that resulted in deferred income tax assets and liabilities are as follows:

(Dollars in millions)

|                                               | As of         
|---------------------------------------------- | --------------
|                                               | March 31, 2014
|Deferred income tax assets                     |               
|Property, plant and equipment                  | $65           
|Minimum alternate tax credit carry-forwards    | 3             
|Computer software                              | 8             
|Trade receivables                              | 8             
|Compensated absences                           | 45            
|Accrued compensation to employees              | 7             
|Accumulated losses                             | 1             
|Post sales clients support                     | 16            
|Available for sale financial assets            | 2             
|Others                                         | 6             
|Total deferred income tax assets               | $161          
|Deferred income tax liabilities                |               
|Temporary difference related to branch profits | $(51)         
|Intangible assets                              | (11)          
|Total deferred income tax liabilities          | $(62)         
|Deferred income tax assets after set off       | $110          
|Deferred income tax liabilities after set off  | $(11)         



Deferred income tax assets and
deferred income tax liabilities have been offset wherever the group has a legally enforceable right to set off current income
tax assets against current income tax liabilities and where the deferred income tax assets and deferred income tax liabilities
relate to income taxes levied by the same taxation authority.



The deferred income tax assets and deferred
income tax liabilities recoverable within and after 12 months are as follows:

(Dollars in millions)

|                                                               | As of         
|-------------------------------------------------------------- | --------------
|                                                               | March 31, 2014
|Deferred income tax assets to be recovered after 12 months     | $106          
|Deferred income tax assets to be recovered within 12 months    | 55            
|Total deferred income tax assets                               | $161          
|Deferred income tax liabilities to be settled after 12 months  | $(47)         
|Deferred income tax liabilities to be settled within 12 months | (15)          
|Total deferred income tax liabilities                          | $(62)         



In assessing the realizability
of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized.
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods
in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities,
projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable
income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management
believes that the group will realize the benefits of those deductible differences. The amount of the deferred income tax assets
considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward
period are reduced.



The gross movement in the deferred
income tax account for the year ended March 31, 2014, 2013 and 2012 is as follows:

(Dollars in millions)

|                                                               | Year ended March 31,
|-------------------------------------------------------------- | --------------------
|                                                               | 2014                
|Net deferred income tax asset at the beginning                 | $71                 
|Additions through business combination (Refer to note
    2.3) | –                   
|Translation differences                                        | (15)                
|Credits relating to temporary differences                      | 41                  
|Temporary difference on available-for-sale financial assets    | 2                   
|Net deferred income tax asset at the end                       | $99                 



The credits relating to temporary differences
during the year ended March 31, 2014 are primarily on account of compensated absences, trade receivables, accrued compensation
to employees, post sales client support and property, plant and equipment. The credits relating to temporary differences during
the year ended March 31, 2013 are primarily on account of compensated absences, property, plant and equipment and other provisions
which are not tax-deductible in the current year. The debits / credits relating to temporary differences during the year ended March
31, 2012 are primarily on account of compensated absences, accrued compensation to employees, property, plant and equipment and
utilization of deferred income tax assets on subsidiary losses upon transfer of assets and liabilities of Infosys Consulting Inc.,
to Infosys Limited.





Pursuant to the enacted changes in
the Indian Income Tax Laws effective April 1, 2007, a Minimum Alternate Tax (MAT) had been extended to income in respect of
which a deduction could be claimed under section 10A of the Income Tax Act for STP units. Further, the Finance Act, 2011,
which became effective April 1, 2011, extended MAT to SEZ units and SEZ developer units. Infosys Limited had calculated its
tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions being over and above
normal tax liability has been fully set off against normal tax liabilities of the subsequent years. Consequently the deferred
income tax asset pertaining to MAT credit is Nil as of March 31, 2014 and March 31, 2013. Infosys BPO had calculated its tax
liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions being over and above
normal tax liability is being brought forward and set off against future tax liabilities computed under normal tax
provisions. A deferred income tax asset of $3 million and $7 million pertaining to MAT credit has been recognized on the
balance sheet of the company as of March 31, 2014 and March 31, 2013, respectively, which is being carried forward for aperiod of ten years from the year of recognition.





As of March 31, 2014 and March 31, 2013,
claims against the group not acknowledged as debts from the Indian Income tax authorities (net of amount paid to the
authorities of $286 million (1,716
crore) and $200 million (1,087
crore)) amounted to $ 3 million (19
crore) and $18 million (97
crore), respectively.







Demands
from the Indian income tax authorities include payments of additional tax of $258 million (1,548
crore), including interest of $72 million (430
crore) upon completion of their tax review for fiscal 2006, fiscal 2007, fiscal 2008 and fiscal 2009. These income tax demands
are mainly on account of disallowance of a portion of the deduction claimed by the company under Section 10A of the Income Tax
Act, 1961. The deductible amount is determined by the ratio of export turnover to total turnover. The disallowance arose from certain
expenses incurred in foreign currency being reduced from export turnover but not reduced from total turnover. The tax demand for
fiscal 2007, fiscal 2008 and fiscal 2009 also includes disallowance of portion of profit earned outside India from the STP units
and disallowance of profits earned from SEZ units. The matter for fiscal 2006, fiscal 2007, fiscal 2008 and fiscal 2009 are pending
before the Commissioner of Income tax (Appeals) Bangalore. The company is contesting the demand and the management and its tax
advisors, believes that its position will likely be upheld in the appellate process. The management believes that the ultimate
outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations.





2.17 Earnings per equity share



The following is a reconciliation of
the equity shares used in the computation of basic and diluted earnings per equity share:



|                                                                                                                      | Year ended March 31,
|--------------------------------------------------------------------------------------------------------------------- | --------------------
|                                                                                                                      | 2014                
|Basic
    earnings per equity share - weighted average number of equity shares outstanding (1)                        | 571,402,566         
|Effect of dilutive common equivalent shares - share options outstanding                                               | –                   
|Diluted earnings per equity share - weighted average number of equity shares and common equivalent shares outstanding | 571,402,566         





| | (1) | Excludes treasury shares
| | --- | ------------------------







For the year ended March 31, 2014, 2013
and 2012, there were no outstanding options to purchase equity shares which had an anti-dilutive effect.



2.18 Related party transactions



List of subsidiaries:



|Particulars                                                               | Country        | Holding as of 
|------------------------------------------------------------------------- | -------------- | --------------
|                                                                          |                | March 31, 2014
|Infosys BPO                                                               | India          | 99.98%        
|Infosys China                                                             | China          | 100%          
|Infosys Mexico                                                            | Mexico         | 100%          
|Infosys Sweden                                                            | Sweden         | 100%          
|Infosys Shanghai                                                          | China          | 100%          
|Infosys Brasil                                                            | Brazil         | 100%          
|Infosys Public Services, Inc.                                             | U.S.A          | 100%          
|Infosys Consulting India Limited (1)                                      | India          | –             
|Infosys Americas (2)                                                      | U.S.A          | 100%          
|Infosys BPO s. r. o (3)                                                   | Czech Republic | 99.98%        
|Infosys BPO (Poland) Sp.Z.o.o (3)                                         | Poland         | 99.98%        
|Infosys BPO S de R L de CV (3) (15)                                       | Mexico         | –             
|Infosys McCamish Systems LLC (Formerly known as McCamish Systems LLC) (3) | U.S.A          | 99.98%        
|Portland
    Group Pty Ltd (3)(4)(Refer to Note 2.3)                      | Australia      | 99.98%        
|Portland
Procurement Services Pty Ltd (10)                                | Australia      | 99.98%        
|Infosys Australia (5)                                                     | Australia      | 100%          
|Edgeverve Systems Limited (14)                                            | India          | 100%          
|Lodestone
    Holding AG(6)(Refer to note 2.3)                            | Switzerland    | 100%          
|Lodestone
    Management Consultants (Canada) Inc (7)(13)                 | Canada         | –             
|Lodestone
    Management Consultants Inc. (7)                             | U.S.A          | 100%          
|Lodestone Management Consultants Pty Limited (7)                          | Australia      | 100%          
|Lodestone Management Consultants (Asia Pacific) Limited (7)(8)            | Thailand       | –             
|Lodestone Management Consultants AG (7)                                   | Switzerland    | 100%          
|Lodestone Augmentis AG (12)                                               | Switzerland    | 100%          
|Hafner Bauer & Ödman GmbH (7)                                             | Switzerland    | 100%          
|Lodestone Management Consultants (Belgium) S.A. (9)                       | Belgium        | 99.90%        
|Lodestone Management Consultants GmbH (7)                                 | Germany        | 100%          
|Lodestone Management Consultants Pte Ltd. (7)                             | Singapore      | 100%          
|Lodestone Management Consultants SAS (7)                                  | France         | 100%          
|Lodestone Management Consultants s.r.o. (7)                               | Czech Republic | 100%          
|Lodestone Management Consultants GmbH (7)                                 | Austria        | 100%          
|Lodestone Management Consultants China Co., Ltd. (7)                      | China          | 100%          
|Lodestone Management Consultants Ltd. (7)                                 | UK             | 100%          
|Lodestone Management Consultants B.V. (7)                                 | Netherlands    | 100%          
|Lodestone
    Management Consultants Ltda. (9)                            | Brazil         | 99.99%        
|Lodestone Management Consultants Sp. z.o.o. (7)                           | Poland         | 100%          
|Lodestone Management Consultants Portugal, Unipessoal, Lda. (7)           | Portugal       | 100%          
|S.C. Lodestone Management Consultants S.R.L. (7)                          | Romania        | 100%          
|Lodestone Management Consultants S.R.L. (7)(11)                           | Argentina      | 100%          



| | (1)  | The
Hon’ble High Court of Karnataka sanctioned the scheme of amalgamation of Infosys Consulting India Limited (ICIL) with Infosys
Limited with an effective date of August 23, 2013.                                                                                                                                                                                                                                                       
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)  | Incorporated effective June 25, 2013.                                                                                                                                                                                                                                                                                                                                                                                                      
| | (3)  | Wholly owned subsidiaries of Infosys BPO.                                                                                                                                                                                                                                                                                                                                                                                                  
| | (4)  | On January 4, 2012 Infosys BPO acquired 100% of the voting interests in Portland Group Pty Ltd.                                                                                                                                                                                                                                                                                                                                            
| | (5)  | Under liquidation.                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (6)  | On October 22, 2012, Infosys acquired 100% of the voting interests in Lodestone Holding AG.                                                                                                                                                                                                                                                                                                                                                
| | (7)  | Wholly owned subsidiaries of Lodestone Holding AG acquired on October 22, 2012.                                                                                                                                                                                                                                                                                                                                                            
| | (8)  | Liquidated effective February 14, 2013.                                                                                                                                                                                                                                                                                                                                                                                                    
| | (9)  | Majority owned and controlled subsidiaries of Lodestone Holding AG acquired on October 22, 2012.                                                                                                                                                                                                                                                                                                                                           
| | (10) | Wholly owned subsidiary of Portland Group Pty Ltd. Under liquidation.                                                                                                                                                                                                                                                                                                                                                                      
| | (11) | Incorporated effective January 10, 2013.                                                                                                                                                                                                                                                                                                                                                                                                   
| | (12) | Wholly owned subsidiary of Lodestone Management Consultants AG.                                                                                                                                                                                                                                                                                                                                                                            
| | (13) | Liquidated effective December 31, 2013.                                                                                                                                                                                                                                                                                                                                                                                                    
| | (14) | Incorporated effective February 14, 2014.
        Edgeverve would focus on developing and selling products
        and platforms. On April 15, 2014, the Board of Directors of Infosys authorized the Company to execute a Business Transfer Agreement
        and related documents with Egdeverve, subject to securing the requisite approval from shareholders in the ensuing Annual General
        Meeting scheduled on June 14, 2014.
| | (15) | Incorporated effective February 14, 2014.                                                                                                                                                                                                                                                                                                                                                                                                  





During the year ended March 31, 2013
and March 31, 2012, Infosys Australia paid a dividend of $15 million and $120 million, respectively to its holding company, Infosys
Limited, and the tax on such dividend received was $2 million and $20 million, respectively.







During the year ended March 31, 2014,
Infosys BPO (Poland) Sp.Z.o.o paid a dividend of $4 million, to its holding company, Infosys BPO and the tax on such dividend received
was $1 million.



During the year ended March 31, 2014
and March 31, 2013, Lodestone Management Consultants AG paid a dividend of $8 million and $12 million, respectively, to its holding
company, Lodestone Holding AG and the tax on such dividend received was Nil.





Infosys has provided guarantee for performance
of certain contracts entered into by its subsidiaries.



List of other related parties:



|Particulars                                              | Country | Nature of relationship                     
|-------------------------------------------------------- | ------- | -------------------------------------------
|Infosys Limited Employees' Gratuity Fund Trust           | India   | Post-employment benefit plan of Infosys    
|Infosys Limited Employees' Provident Fund Trust          | India   | Post-employment benefit plan of Infosys    
|Infosys Limited Employees' Superannuation Fund Trust     | India   | Post-employment benefit plan of Infosys    
|Infosys BPO Limited Employees’ Superannuation Fund Trust | India   | Post-employment benefit plan of Infosys BPO
|Infosys BPO Limited Employees’ Gratuity Fund Trust       | India   | Post-employment benefit plan of Infosys BPO
|Infosys Limited Employees’ Welfare Trust                 | India   | Controlled Trust                           
|Infosys Science Foundation                               | India   | Controlled Trust                           



Refer to Note 2.11 for information on
transactions relating to the post-employment benefit plans mentioned above.



Transactions with key management personnel



The table below describes the compensation
to key management personnel which comprises directors and members of the executive council:

(Dollars in millions)

|                                                                                              | Year ended March 31,
|--------------------------------------------------------------------------------------------- | --------------------
|                                                                                              | 2014                
|Salaries and other employee benefits to whole-time directors and members of executive council | $10                 
|Commission and other benefits to non-executive / independent directors                        | 2                   
|Total                                                                                         | $12                 



2.19 Segment reporting



IFRS 8 establishes standards for the
way that public business enterprises report information about operating segments and related disclosures about products and services,
geographic areas, and major customers. The Company's operations predominantly relate to providing end-to-end business solutions
to enable clients to enhance business performance. Effective quarter ended March 31, 2014, the Company reorganized its segments
to strengthen its focus on growing existing client relationships and increasing market share through service differentiation and
operational agility. Consequent to the internal reorganization there were changes effected in the reportable business segments
based on the "management approach" as defined in IFRS 8, Operating Segments. The Chief Operating Decision Maker evaluates
the Company's performance and allocates resources based on an analysis of various performance indicators by business segments and
geographic segments. Accordingly, information has been presented both along business segments and geographic segments. The accounting
principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual
segments, and are as set out in the significant accounting policies.





Business segments of the company is determined
based on (i) industry class of the customers (outside of the growth markets) and; (ii) presence of customers in growth markets
across industry classes. Business segments of the Company are primarily enterprises in Financial Services and Insurance (FSI) ,
enterprises in Manufacturing (MFG), enterprises in the Energy & utilities, Communication and Services (ECS), enterprises in
Retail, Consumer packaged goods and Logistics (RCL), enterprises in Life Sciences and Healthcare (LSH) and enterprises in Growth
Markets (GMU) comprising enterprises in APAC (Asia Pacific) and Africa. The FSI reportable segments has been aggregated to include
the Financial Services operating segment and Insurance operating segment and the ECS reportable segment has been aggregated to
include Energy, Communication and Services operating segment and Resources & Utilities operating segments. Geographic segmentation
is based on business sourced from that geographic region and delivered from both on-site and off-shore. North America comprises
the United States of America, Canada and Mexico, Europe includes continental Europe (both the east and the west), Ireland and the
United Kingdom, and the Rest of the World comprising all other places except those mentioned above and India. Consequent to the
above change in the composition of reportable business segments, the prior year comparatives have been restated.





Revenue and identifiable operating expenses
in relation to segments are categorized based on items that are individually identifiable to that segment. Allocated expenses of
segments include expenses incurred for rendering services from the company's offshore software Development Centers and on-site
expenses, which are categorized in relation to the associated turnover of the segment. Certain expenses such as depreciation, which
form a significant component of total expenses, are not specifically allocable to specific segments as the underlying assets are
used interchangeably. Management believes that it is not practical to provide segment disclosures relating to those costs and expenses,
and accordingly these expenses are separately disclosed as "unallocated" and adjusted against the total income of the
Company.



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.
Management believes that it is currently not practical to provide segment disclosures relating to total assets and
liabilities since a meaningful segregation of the available data is onerous.



Geographical information on revenue and
business segment revenue information is collated based on individual customers invoiced or in relation to which the revenue is
otherwise recognized.





2.19.1 Business segments

(Dollars in millions)

|Year ended March 31, 2014                                  | FSI    | MFG    | ECS    | RCL    | LSH  | GMU  | Total 
|---------------------------------------------------------- | ------ | ------ | ------ | ------ | ---- | ---- | ------
|Revenues                                                   | $2,419 | $1,785 | $1,305 | $1,373 | $559 | $808 | $8,249
|Identifiable operating expenses                            | 1,109  | 916    | 592    | 650    | 291  | 371  | 3,929 
|Allocated expenses                                         | 595    | 465    | 340    | 358    | 146  | 211  | 2,115 
|Segment profit                                             | 715    | 404    | 373    | 365    | 122  | 226  | 2,205 
|Unallocable expenses                                       |        |        |        |        |      |      | 226   
|Operating profit                                           |        |        |        |        |      |      | 1,979 
|Other income, net                                          |        |        |        |        |      |      | 440   
|Profit before income taxes                                 |        |        |        |        |      |      | 2,419 
|Income tax expense                                         |        |        |        |        |      |      | 668   
|Net profit                                                 |        |        |        |        |      |      | $1,751
|Depreciation and amortization                              |        |        |        |        |      |      | $226  
|Non-cash expenses other than depreciation and amortization |        |        |        |        |      |      | –     



(Dollars
in millions)

|Year ended March 31, 2013                                  | FSI    | MFG    | ECS    | RCL    | LSH  | GMU  | Total 
|---------------------------------------------------------- | ------ | ------ | ------ | ------ | ---- | ---- | ------
|Revenues                                                   | $2,244 | $1,532 | $1,176 | $1,256 | $434 | $756 | $7,398
|Identifiable operating expenses                            | 980    | 737    | 543    | 546    | 201  | 344  | 3,351 
|Allocated expenses                                         | 567    | 405    | 311    | 332    | 115  | 200  | 1,930 
|Segment profit                                             | 697    | 390    | 322    | 378    | 118  | 212  | 2,117 
|Unallocable expenses                                       |        |        |        |        |      |      | 208   
|Operating profit                                           |        |        |        |        |      |      | 1,909 
|Other income, net                                          |        |        |        |        |      |      | 433   
|Profit before income taxes                                 |        |        |        |        |      |      | 2,342 
|Income tax expense                                         |        |        |        |        |      |      | 617   
|Net profit                                                 |        |        |        |        |      |      | $1,725
|Depreciation and amortization                              |        |        |        |        |      |      | $207  
|Non-cash expenses other than depreciation and amortization |        |        |        |        |      |      | $1    



(Dollars
in millions)

|Year ended March 31, 2012                                  | FSI    | MFG    | ECS    | RCL    | LSH  | GMU  | Total 
|---------------------------------------------------------- | ------ | ------ | ------ | ------ | ---- | ---- | ------
|Revenues                                                   | $2,233 | $1,348 | $1,205 | $1,156 | $388 | $664 | $6,994
|Identifiable operating expenses                            | 939    | 593    | 513    | 475    | 174  | 277  | 2,971 
|Allocated expenses                                         | 559    | 355    | 318    | 305    | 102  | 175  | 1,814 
|Segment profit                                             | 735    | 400    | 374    | 376    | 112  | 212  | 2,209 
|Unallocable expenses                                       |        |        |        |        |      |      | 196   
|Operating profit                                           |        |        |        |        |      |      | 2,013 
|Other income, net                                          |        |        |        |        |      |      | 397   
|Profit before income taxes                                 |        |        |        |        |      |      | 2,410 
|Income tax expense                                         |        |        |        |        |      |      | 694   
|Net profit                                                 |        |        |        |        |      |      | $1,716
|Depreciation and amortization                              |        |        |        |        |      |      | $195  
|Non-cash expenses other than depreciation and amortization |        |        |        |        |      |      | $1    



2.19.2 Geographic segments

(Dollars in millions)

|Year ended March 31, 2014                                  | North America | Europe | India | Rest of the World | Total 
|---------------------------------------------------------- | ------------- | ------ | ----- | ----------------- | ------
|Revenues                                                   | $5,005        | $2,015 | $213  | $1,016            | $8,249
|Identifiable operating expenses                            | 2,385         | 990    | 109   | 445               | 3,929 
|Allocated expenses                                         | 1,318         | 512    | 46    | 239               | 2,115 
|Segment profit                                             | 1,302         | 513    | 58    | 332               | 2,205 
|Unallocable expenses                                       |               |        |       |                   | 226   
|Operating profit                                           |               |        |       |                   | 1,979 
|Other income, net                                          |               |        |       |                   | 440   
|Profit before income taxes                                 |               |        |       |                   | 2,419 
|Income tax expense                                         |               |        |       |                   | 668   
|Net profit                                                 |               |        |       |                   | $1,751
|Depreciation and amortization                              |               |        |       |                   | $226  
|Non-cash expenses other than depreciation and amortization |               |        |       |                   | –     



(Dollars in millions)

|Year ended March 31, 2013                                  | North America | Europe | India | Rest of the World | Total 
|---------------------------------------------------------- | ------------- | ------ | ----- | ----------------- | ------
|Revenues                                                   | $4,601        | $1,713 | $154  | $930              | $7,398
|Identifiable operating expenses                            | 2,065         | 786    | 91    | 409               | 3,351 
|Allocated expenses                                         | 1,216         | 448    | 35    | 231               | 1,930 
|Segment profit                                             | 1,320         | 479    | 28    | 290               | 2,117 
|Unallocable expenses                                       |               |        |       |                   | 208   
|Operating profit                                           |               |        |       |                   | 1,909 
|Other income, net                                          |               |        |       |                   | 433   
|Profit before income taxes                                 |               |        |       |                   | 2,342 
|Income tax expense                                         |               |        |       |                   | 617   
|Net profit                                                 |               |        |       |                   | $1,725
|Depreciation and amortization                              |               |        |       |                   | $207  
|Non-cash expenses other than depreciation and amortization |               |        |       |                   | $1    





(Dollars in millions)



|Year ended March 31, 2012                                  | North America | Europe | India | Rest of the World | Total 
|---------------------------------------------------------- | ------------- | ------ | ----- | ----------------- | ------
|Revenues                                                   | $4,468        | $1,532 | $155  | $839              | $6,994
|Identifiable operating expenses                            | 1,892         | 668    | 77    | 334               | 2,971 
|Allocated expenses                                         | 1,177         | 397    | 35    | 205               | 1,814 
|Segment profit                                             | 1,399         | 467    | 43    | 300               | 2,209 
|Unallocable expenses                                       |               |        |       |                   | 196   
|Operating profit                                           |               |        |       |                   | 2,013 
|Other income, net                                          |               |        |       |                   | 397   
|Profit before income taxes                                 |               |        |       |                   | 2,410 
|Income tax expense                                         |               |        |       |                   | 694   
|Net profit                                                 |               |        |       |                   | $1,716
|Depreciation and amortization                              |               |        |       |                   | $195  
|Non-cash expenses other than depreciation and amortization |               |        |       |                   | $1    





2.19.3 Significant clients



No client individually accounted for
more than 10% of the revenues for the year ended March 31, 2014, 2013 and 2012.



2.20 Litigation



On May 23, 2011, the company received
a subpoena from a grand jury in the United States District Court for the Eastern District of Texas. The subpoena required that
the company provide to the grand jury certain documents and records related to its sponsorships for, and uses of, B1 business visas.
The company complied with the subpoena. In connection with the subpoena, during a meeting with the United States Attorney’s
Office for the Eastern District of Texas, the company was advised that it and certain of its employees are targets of the grand
jury investigation.



In addition, the U.S. Department of Homeland
Security (“DHS”) has reviewed the company’s employer eligibility verifications on Form I-9 with respect to its
employees working in the United States. In connection with this review, the company was advised that the DHS has found errors in
a significant percentage of its Forms I-9 that the DHS has reviewed, and may impose fines and penalties on the company related
to such alleged errors.



On October 30, 2013, the company settled
the foregoing matters and entered into a Settlement Agreement (“Settlement Agreement”) with the U.S. Attorney, the
DHS and the U.S. Department of State (“State,” and collectively with the U.S. Attorney and the DHS, the “United
States”).



In the Settlement Agreement, the company
denied and disputed all allegations made by the United States, except for the allegation that the company failed to maintain accurate
Forms I-9 records for many of its foreign nationals in the United States in 2010 and 2011 as required by law, and that such failure
constituted civil violations of certain laws.



Under the Settlement Agreement, the company
agreed, among other things, that:





| | the company will pay to the United States
an aggregate amount equal to $34 million;                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                               
| | the company will retain, for a period
of two years from the date of the Settlement Agreement, an independent third-party auditor or auditing firm at its expense which
will annually review and report on its Forms I-9 compliance, which reports shall be submitted to the U.S. Attorney; and
| |                                                                                                                                                                                                                                                                                               
| | within 60 days after the first anniversary
of the Settlement Agreement, the company will furnish a report to the U.S. Attorney concerning the company’s compliance with
its internal B-1 visa use policies, standards of conduct, internal controls and disciplinary procedures.              









In return, the United States agreed,
among other things, that:





| | the United States will file a motion
to dismiss with prejudice the complaint it will file in the United States District Court for the Eastern District of Texas relating
to allegations made by the United States regarding the company’s compliance with laws regulating H1-B and B-1 visas and Forms
I-9 (the “Alleged Conduct”);               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                   
| | the United States will not use the Alleged
Conduct to revoke any existing visas or petitions or deny future visas or petitions for the company’s foreign nationals,
and will evaluate each visa or petition on its own individual merits;                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                   
| | the United States will not use the Alleged
Conduct to debar or suspend the company from any B-1 or H1-B immigration program, and the United States will not make any referrals
to any government agencies for such debarment or suspension proceedings related to the Alleged Conduct; and                                                        
| |                                                                                                                                                                                                                                                                                                                                                   
| | the United States will release the company
and each of its current and former employees, directors, officers, agents and contractors from any civil, administrative or criminal
claims the United States has or may have arising out of or pertaining to the Alleged Conduct, subject to certain exceptions specified
in the Settlement Agreement.



Further, separate from, but related
to the Settlement Agreement, U.S. Immigration and Customs Enforcement has confirmed that it will not impose debarment from any
B-1 or H1-B immigration program on the company related to the Alleged Conduct.



The company recorded a charge related to the Settlement Agreement including legal costs of $35 million in the year ended March 31, 2014 related to the matters
that were the subject of the Settlement Agreement. The said amounts were paid prior to December 31, 2013.



In addition, the company is subject to
legal proceedings and claims, which have arisen in the ordinary course of business. The company’s management does not reasonably
expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the company’s
results of operations or financial condition.



Financial
Statement Schedule - II



(Schedule II of Reg. §210.5-04(c)
of Regulation S-X-17 of the Securities Act of 1933 and Securities Exchange Act of 1934)



Valuation and qualifying accounts



Provisions for doubtful trade receivables

(Dollars in millions)

|Description | Balance at beginning of the year | Translation differences | Charged to cost and expenses | Write offs | Balance at end of the year
|----------- | -------------------------------- | ----------------------- | ---------------------------- | ---------- | --------------------------
|Fiscal 2014 | $17                              | –                       | $23                          | $(4)       | $36                       
|Fiscal 2013 | $17                              | $(3)                    | $7                           | $(4)       | $17                       
|Fiscal 2012 | $19                              | $(3)                    | $14                          | $(13)      | $17                       



Item 19. Exhibits





|Exhibit number | Description of document                                                                                                                                                                                                                
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*1.1           | Articles of Association of the Registrant, as amended                                                                                                                                                                                  
|*1.2           | Memorandum of Association of the Registrant, as amended                                                                                                                                                                                
|**1.3          | Certificate of Incorporation of the Registrant, as currently in effect                                                                                                                                                                 
|***4.1         | Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas and holders from time to time of American Depositary Receipts issued thereunder (including as an exhibit, the form of American Depositary Receipt)
|**4.2          | Registrant’s 1998 Stock Option Plan                                                                                                                                                                                                    
|**4.3          | Registrant’s Employee
    Stock Offer Plan                                                                                                                                                                                             
|**4.4          | Employees Welfare Trust Deed
    of Registrant Pursuant to Employee Stock Offer Plan                                                                                                                                                   
|*******4.5     | Form
    of Indemnification Agreement                                                                                                                                                                                                  
|****4.6        | Registrant’s 1999 Stock
    Option Plan                                                                                                                                                                                                
|*****4.7       | Form of Employment Agreement
    with Employee Directors                                                                                                                                                                               
|8.1            | List of Subsidiaries                                                                                                                                                                                                                   
|********11.1   | Whistleblower Policy                                                                                                                                                                                                                   
|*******11.2    | Code
    of Conduct and Ethics                                                                                                                                                                                                         
|12.1           | Certification
    of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                       
|12.2           | Certification
    of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                       
|13.1           | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                           
|13.2           | Certification
    of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                       
|**15.1         | Registrant’s Specimen
    Certificate for Equity Shares                                                                                                                                                                                
|*******15.2    | Audit Committee Charter                                                                                                                                                                                                                
|*******15.3    | Management Development and Compensation Committee Charter                                                                                                                                                                              
|*******15.4    | Nominations
    and Governance Committee Charter                                                                                                                                                                                       
|******15.5     | Risk Management Committee Charter                                                                                                                                                                                                      







|*        | Incorporated by reference to exhibits filed with the Registrant’s Registration Statement on Form F-3 ASR (File No. 333-138491) filed on November 7, 2006.                                                                                                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**       | Incorporated by reference to exhibits filed with the Registrant’s Registration Statement on Form F-1 (File No. 333-72195) in the form declared effective on March 9, 1999.                                                                                                                                                                      
|***      | Incorporated by reference to the exhibits filed with Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-6 (File No. 333-72199) filed on March 28, 2003, as amended by Amendment No. 1 included in the exhibits filed with Post-Effective Amendment No. 2 to such Registration Statement filed on June 30, 2004.
|****     | Incorporated by reference to exhibits filed with the Registrant’s Quarterly Report on Form 6-K filed on August 4, 1999.                                                                                                                                                                                                                         
|*****    | Incorporated by reference to Exhibits filed with Registrant’s Annual Report on Form 20-F filed on April 26, 2005.                                                                                                                                                                                                                               
|******   | Incorporated by reference to Exhibits filed with Registrant’s Annual Report on Form 20-F filed on May 2, 2007.                                                                                                                                                                                                                                  
|*******  | Incorporated by reference to Exhibits filed with Registrant’s Annual Report on Form
    20-F filed on May 13, 2013.                                                                                                                                                                                                                             
|******** | Incorporated by reference to Exhibit filed with Registrant’s Current Report on Form
    6-K filed on April 18, 2014.                                                                                                                                                                                                                            





---



SIGNATURES



The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



|                  | Infosys Limited
        /s/ S.D. Shibulal     
|----------------- | ----------------------------------------------
|                  |                                               
|Date: May 9, 2014 | S. D. Shibulal
        Chief Executive Officer