Exhibit 15.4






























NOMINATION AND REMUNERATION COMMITTEE CHARTER







Purpose



The purpose of the Nomination and Remuneration
Committee (the "committee") of the Board of Directors (the "Board") of Infosys Limited (“Infosys”
or “the Company”) shall be to : (i) assist the Board in discharging its responsibilities relating to compensation of
the Company's directors and key managerial personnel; (ii) evaluate and approve the adequacy of the compensation plans, policies,
programs and succession plans for Company's executive directors and senior management (including recommending to the Board the
appointment and removal of senior management; (iii) formulate the criteria for determining qualifications, positive attributes
and independence of a director and for performance evaluation of independent directors on the Board; (iv) oversee the Company's
nomination process for the top level management and identify, screen and review individuals qualified to serve as executive directors,
non-executive directors, independent directors and senior management consistent with criteria approved by the Board; (v) recommend
appointment and removal of directors to the Board, for approval at the annual meeting of shareholders; (vi) carry out evaluation
of the performance of the Board (vii) leadership development; (viii) develop and maintain corporate governance policies applicable
to the Company; (ix) recommend to the Board a policy, relating to the remuneration of the Company’s directors, key managerial
personnel and other employees; and (x) to devise a policy on Board diversity.



The purpose and responsibilities of the
committee shall include such other items as may be prescribed by applicable law or by the Board in compliance with applicable law
from time to time.



Membership and organization



The Company shall constitute the committee
through the Board. The committee will be appointed by the Board and will serve at its discretion. The committee shall consist of
no fewer than three directors, all of whom shall be non-executive directors and atleast half of whom shall be independent directors.



The members of the committee shall meet
the (i) independence requirements of the listing standards of the New York Stock Exchange ("NYSE") and the applicable
provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) non-employee director definition
of Rule 16b-3 promulgated under Section 16 of the Exchange Act, (iii) the outside director definition of Section 162(m) of the
Internal Revenue Code of 1986, as amended; and (iv) the requirements of the Indian Companies Act, 2013 and the listing agreement
with Indian stock exchanges.



The members of the committee will be
appointed by the Board and may be removed by the Board in its discretion. The Board shall designate a member of the committee as
the chairperson, provided that such chairperson shall be an independent director. The chairperson of the Company (whether executive
or non-executive) shall not chair the committee, but can be a member of the committee. The chairperson of the committee, or in
his/her absence, any other member of the committee authorised by the chairperson of the committee, shall attend general meetings
of the Company.



Responsibilities



The committee has the authority to undertake
the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the
Board prescribes from time-to-time.



Compensation Policies



|· | To review annually and approve for the Chief
Executive Officer (“CEO”) the corporate goals and objectives applicable to the CEO, evaluate at least annually the
CEO's performance in light of those goals and objectives, and determine and approve the CEO's (a) annual base salary, (b) annual
incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreement, severance arrangements,
and change in control agreements / provisions, and (e) any other benefits, compensation or arrangements, based on this evaluation.                                                                                                                                                                         
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|· | To review annually and approve for the executive
directors and the senior management, the (a) annual base salary, (b) annual incentive bonus, including the specific goals and amount,
(c) equity compensation, (d) employment agreements, severance arrangements or plans, and change in control agreements / provisions,
and (e) any other benefits, compensation or arrangements.                                                                                                                                                                                                                                                                                                                                                             
|· | To administer the Company's equity incentive plans, including the review and grant of awards to eligible employees under the plans and the terms and conditions applicable to such awards, subject to the provisions of each plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|· | To make recommendations to the Board with
respect to incentive compensation plans. The committee may review the Company's incentive compensation arrangements to determine
whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies
and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.                                                                                                                                                                                                                                                                                                              
|· | To recommend to the Board a policy relating
to the remuneration of directors, key managerial personnel and other employees. This policy shall be such that the remuneration
is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.
This policy shall set out a clear relationship between remuneration and performance, including appropriate performance benchmarks.
The policy shall ensure that the remuneration to directors, key managerial personnel and senior employees involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives as appropriate for the Company and its goals, should
be provided in the policy.





Nomination of directors



| | · | To formulate the criteria to determine the
qualifications, qualities, skills, positive attributes, independence and other expertise required to be a director of the Company
and to develop, and recommend to the Board for its approval, criteria to be considered in selecting director(s) (the "Director
Criteria").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | · | To identify (including through head hunter agencies) , screen and review candidates qualified to be appointed as executive directors, non-executive directors and independent directors, consistent with Director Criteria (including evaluation of incumbent directors for potential re-nomination), and making recommendations to the Board on candidates for: (i) nomination for election or re-election by the shareholders; and (ii) any Board vacancies that are to be filled by the Board. The nominations committee may act on its own in identifying potential candidates, inside or outside the Company, or may act upon proposals submitted by the Chairman of the Board. The committee will review and discuss all documents pertaining to candidates and will conduct evaluation of candidates in accordance with a process that it sees fit and appropriate, passing on the recommendations for the nomination to the Board.
| | · | To review annually, the Board's committee
structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of
each committee and committee chairpersons.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



To perform a consultative role for any
appointment requiring Board approval, as stipulated by law or regulation, for top management positions such as that of the Chief
Financial Officer, Company Secretary and Head of Human Resources (if the candidate for the position is not slated to be an executive
director). The committee provides its advice and recommendations to the Board.



|· | To develop and recommend to the Board
for approval a CEO succession plan (the "Succession Plan"), to review the Succession Plan periodically with the CEO,
develop and evaluate potential candidates for executive positions and recommend to the Board any changes to, and any candidates
for succession under, the Succession Plan.
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Performance Evaluation and Leadership
Development



|· | To develop, subject to approval by the Board,
a process for an annual self-evaluation of the performance of the Board, the individual directors and board committees in the governance
of the Company and to coordinate and oversee this annual self-evaluation.                                                                                            
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|· | To formulate a criteria for evaluation of
independent directors and the Board and carry out evaluation of every director’s performance.                                                                                                                                                                                                                     
|· | In consultation with the CEO, to review the
performance of all the executive directors each quarter, on the basis of detailed performance parameters set for each of the executive
directors at the beginning of the year. The committee may, from time-to-time, also evaluate the usefulness of such performance
parameters, and make necessary amendments.
|· | To annually review its own performance and
present the results of the evaluation to the Board. The committee shall conduct this evaluation in such manner as it deems appropriate.                                                                                                                                                                          
|· | To maintain regular contact with the leadership
of the Company. This should include interaction with the Company's Leadership Development Institute, review of data from the employee
survey and regular review of the results of the annual leadership evaluation process.                                                                                 
|· | To identify persons to be appointed to positions
of Senior Management in accordance with identified criteria and to recommend to the board their appointment and removal.                                                                                                                                                                                   



Other responsibilities





|· | To develop and recommend to the Board
a set of corporate governance guidelines applicable to the Company.                                                                                 
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|· | To oversee the Company's corporate governance
practices, including reviewing the Company's corporate governance guidelines annually and recommending amendments to the Board
as necessary.
|· | To monitor compliance with the Company's
corporate governance guidelines.                                                                                                                 
|· | To develop and recommend a policy on
Board diversity.                                                                                                                                     
|· | To review and reassess the adequacy
of the committee's charter as required and recommend changes to the Board.                                                                            



Specific powers





|· | The committee may conduct or authorize
studies of matters within the committee's scope of responsibility with full access to all books, records, facilities and personnel
of the Company.                                                                                                                                                                                                                                                                                                                                                                          
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|· | The committee may form subcommittees
for any purpose that the committee deems appropriate and may delegate to such subcommittees such power and authority as the committee
deems appropriate. If designated, each such subcommittee will establish its own schedule and maintain written minutes of its meetings,
which minutes will be filed with the minutes of the meetings of the Board. The committee shall not delegate to a subcommittee any
power or authority required by law, regulation or listing standard to be exercised by the committee as a whole.





Advisors





|· | The committee shall have the sole authority
to select, retain and terminate the services of any compensation consultant to be used to assist in the evaluation of compensation
for the CEO, executive directors or senior management, and shall have the sole authority to approve the consultant's fees and other
retention terms and oversee the consultant's work. The compensation committee shall also have the authority to obtain advice and
assistance from internal or external legal, accounting or other advisors. The committee shall set the compensation, and oversee
the work, of its external legal counsel, accountants and other advisors with respect to compensation matters. The committee shall
receive appropriate funding from the Company, as determined by the committee in its capacity as a committee of the Board, for the
payment of compensation to its compensation consultants, external legal counsel and any other advisors with respect to compensation
matters.                                     
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|· | In retaining or seeking advice from
compensation consultants, outside counsel and other advisors (other than the Company's in-house counsel), the committee must take
into consideration the factors specified in Section 303A.05(c)(iv) of the NYSE Listed Company Manual. The committee may retain,
or receive advice from, any compensation advisor they prefer, including ones that are not independent, after considering the specified
factors. The committee is not required to assess the independence of any compensation consultant or other advisor that acts in
a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive
officers or directors and that is generally available to all salaried employees or providing information that is not customized
for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about
which the consultant or advisor does not provide advice.
|· | The committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of
    interest in accordance with Item 407(e)(3)(iv)[1] of Regulation S-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



Meetings and reports





|· | The committee shall meet at least four
times a year at such times and places as it deems necessary to fulfill its responsibilities.                                                                                                                                                                                   
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|· | The committee is governed by the same
rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without
meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.                                        
|· | The committee shall make regular reports
to the Board regarding its actions and make recommendations to the Board as appropriate.                                                                                                                                                                                     
|· | The committee shall prepare such reports
as may be required by any law, rule or regulation to which the Company is subject.                                                                                                                                                                                           
|· | The committee may invite such members
of management to its meetings as it deems appropriate. However, the committee shall meet regularly without such members present,
and the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed
or determined.





Compensation



Members of the Committee shall receive such fees, if any,
for their services as committee members as may be determined by the Board.





|[1] | This provision requires Infosys
                                         to disclose whether any conflict of interest has been raised by the work of any compensation
                                         consultant, as well as the nature of the conflict and how the conflict is being addressed.
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