Exhibit 99.9
Form of Advertisement
 | Infosys Limited Regd. office: Electronics City, Hosur Road, Bangalore – 560 100, India | CIN : L85110KA1981PLC013115 Website: www.infosys.com email: investors@infosys.com T: 91 80 2852 0261, F: 91 80 2852 0362 |
Audited consolidated financial results of Infosys Limited and its subsidiaries for the quarter and half-year ended September 30, 2014 prepared in compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
(in
crore, except share and per equity share data)
| Particulars | Quarter ended September 30, | Quarter ended June 30, | Quarter ended September 30, | Half- year ended September 30, | Year ended March 31, |
| | 2014 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Revenues | 13,342 | 12,770 | 12,965 | 26,112 | 24,232 | 50,133 |
| Cost of sales | 8,201 | 8,046 | 8,384 | 16,247 | 15,703 | 32,141 |
| Gross profit | 5,141 | 4,724 | 4,581 | 9,865 | 8,529 | 17,992 |
| Selling and marketing expenses | 769 | 666 | 757 | 1,435 | 1,341 | 2,625 |
| Administrative expenses | 889 | 847 | 987 | 1,736 | 1,687 | 3,326 |
| Operating profit | 3,483 | 3,211 | 2,837 | 6,694 | 5,501 | 12,041 |
| Other income, net | 877 | 829 | 510 | 1,706 | 1,087 | 2,669 |
| Profit before income taxes | 4,360 | 4,040 | 3,347 | 8,400 | 6,588 | 14,710 |
| Income tax expense | 1,264 | 1,154 | 940 | 2,418 | 1,807 | 4,062 |
| Net profit | 3,096 | 2,886 | 2,407 | 5,982 | 4,781 | 10,648 |
| Paid-up equity share capital (par value5/- each, fully paid) | 286 | 286 | 286 | 286 | 286 | 286 |
| Share premium, retained earnings and other components of equity(1) | 47,244 | 47,244 | 39,511 | 47,244 | 39,511 | 39,511 |
| Earnings per share (par value5/- each) | | | | | | |
| Basic | 54.19 | 50.51 | 42.12 | 104.70 | 83.66 | 186.35 |
| Diluted | 54.19 | 50.51 | 42.12 | 104.70 | 83.66 | 186.35 |
| Total Public Shareholding(2) | | | | | | |
| Number of shares | 39,66,88,097 | 38,98,49,697 | 39,56,76,421 | 39,66,88,097 | 39,56,76,421 | 39,02,57,428 |
| Percentage of shareholding | 69.08 | 67.89 | 68.90 | 69.08 | 68.90 | 67.96 |
| Promoters and Promoter Group Shareholding | | | | | | |
| Pledged / Encumbered | | | | | | |
| Number of shares | – | – | – | – | – | – |
| Percentage of shares (as a % of the total shareholding of promoter and promoter group) | – | – | – | – | – | – |
| Percentage of shares (as a % of the total share capital of the Company) | – | – | – | – | – | – |
| Non-encumbered | | | | | | |
| Number of shares | 9,14,08,078 | 9,15,08,078 | 9,15,08,078 | 9,14,08,078 | 9,15,08,078 | 9,15,08,078 |
| Percentage of shares (as a % of the total shareholding of promoter and promoter group) | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 |
| Percentage of shares (as a % of the total share capital of the Company) | 15.92 | 15.94 | 15.94 | 15.92 | 15.94 | 15.94 |
| (1) | | Represents the previous accounting year balance as required under Clause 41 of the Listing Agreement. |
| (2) | | Total Public Shareholding as defined under Clause 40A of the Listing Agreement excludes shares held by founders and American Depository Receipt Holders. |
| 1. | | The audited consolidated financial statements for the quarter and half-year ended September 30, 2014 have been taken on record by the Board of Directors at its meeting held on October 10, 2014. The statutory auditors have expressed an unqualified audit opinion. The information presented above is extracted from the audited consolidated financial statements. The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. |
2. Changes to the Board
| a) | | The members of the company at the Extra-ordinary General Meeting held on July 30, 2014 approved the appointment of Dr. Vishal Sikka as the Chief Executive Officer and Managing Director effective August 1, 2014. |
| b) | | Narayana Murthy will cease to be Non-Executive Chairman effective October 10, 2014. He indicated that in line with the company’s high corporate governance standards and to avoid any perceived conflicts, it would not be appropriate for him to be the Chairman Emeritus of Infosys. The Board accepted Mr. Murthy’s decision and sincerely thanked him for his vision, leadership and guidance in making Infosys a globally respected company. |
| c) | | S. Gopalakrishnan will cease to be Non-Executive Vice Chairman effective October 10, 2014.The Board expresses its deep sense of appreciation for the services rendered by him during his tenure on the Board. |
| d) | | K.V. Kamath has been elected as the Chairman of the Board effective October 11, 2014. |
3. Edgeverve Systems Limited
On June 14, 2014, the shareholders had authorised the Board to enter into a Business Transfer Agreement for the transfer of the Products, Platforms and Solutions Business unit to Edgeverve Systems Limited (the Company’s wholly-owned subsidiary). The transfer is effective July 1, 2014. This business has been transferred for a consideration of US $70 million (approximately421 crore) based on an enterprise valuation done by an independent valuer which is settled through the issue of fully paid up equity shares. The transfer of assets and liabilities is accounted for at carrying values and does not have any impact on the consolidated financial statements.
| 4. | | During the quarter ended June 30, 2014, based on internal and external technical evaluation, management reassessed the remaining useful life of assets, primarily consisting of buildings and computers with effect from April 1, 2014. Accordingly, the useful life of certain assets required a change from the previous estimates. If the group had continued with the previously assessed useful lives, charge for depreciation and cost of sales for the three months and six months ended September 30, 2014 would have been higher by119 crore and255 crore, respectively on assets held at April 1, 2014. |
| 5. | | The Board in its meeting held on October 10, 2014 has considered and approved and recommended a bonus issue of one equity share for every equity share held, and a bonus issue, viz., a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, as on a record date to be determined. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder would remain unchanged. |
The Board approved and recommended the issuance in order to increase the liquidity of its shares and to expand the retail shareholder base.
The bonus issue of equity shares and ADSs will be subject to approval by the shareholders, through a postal ballot, and any other applicable statutory and regulatory approvals. Accordingly, the record date for the bonus issues of equity shares and ADSs will be announced in due course.
6. Information on dividends for the quarter and half-year ended September 30, 2014
The Board declared an interim dividend of30/- per equity share . The record date for the payment of interim dividend is October 17, 2014. The interim dividend will be paid on October 20, 2014. The interim dividend declared in the previous year was20/- per equity share.
(in )
| Particulars | Quarter ended September 30, | Quarter ended June 30, | Quarter ended September 30, | Half-year ended September 30, | Year ended March 31, |
| | 2014 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Dividend per share (par value5/- each) | | | | | | |
| Interim dividend | 30.00 | – | 20.00 | 30.00 | 20.00 | 20.00 |
| Final dividend | – | – | – | – | – | 43.00 |
| Total dividend | 30.00 | – | 20.00 | 30.00 | 20.00 | 63.00 |
The final dividend of43/- per equity share for fiscal 2014 was approved by the shareholders at the Annual General Meeting of the company held on June 14, 2014 and the same was paid on June 16, 2014.
7. Other information (Consolidated - Audited)
(in crore)
| Particulars | Quarter ended September 30, | Quarter ended June 30, | Quarter ended September 30, | Half-year ended September 30, | Year ended March 31, |
| | 2014 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Staff costs | 7,522 | 7,355 | 7,704 | 14,877 | 14,217 | 28,834 |
| Items exceeding 10% of aggregate expenditure | – | – | – | – | – | – |
| Details of other income: | | | | | | |
| Interest income on deposits and certificates of deposit | 644 | 614 | 522 | 1,258 | 1,037 | 2,156 |
| Income from available-for-sale financial assets | 70 | 79 | 62 | 149 | 104 | 224 |
| Miscellaneous income, net | 15 | 7 | 12 | 22 | 19 | 59 |
| Gains/(losses) on foreign currency | 148 | 129 | (86) | 277 | (73) | 230 |
| Total | 877 | 829 | 510 | 1,706 | 1,087 | 2,669 |
8. Audited financial results of Infosys Limited (Standalone Information)
(in crore)
| Particulars | Quarter ended September 30, | Quarter ended June 30, | Quarter ended September 30, | Half-year ended September 30, | Year ended March 31, |
| | 2014 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Revenues | 11,863 | 11,319 | 11,482 | 23,182 | 21,441 | 44,341 |
| Profit before exceptional item and tax | 4,169 | 3,795 | 3,208 | 7,964 | 6,284 | 14,002 |
| Profit on transfer of business(1) | 412 | – | – | 412 | – | – |
| Profit before tax | 4,581 | 3,795 | 3,208 | 8,376 | 6,284 | 14,002 |
| Profit for the period | 3,365 | 2,720 | 2,326 | 6,085 | 4,576 | 10,194 |
| Note: | | The audited results of Infosys Limited for the above mentioned periods are available on our website www.infosys.com. The information above has been extracted from the audited financial statements as stated. |
| (1) | | Exceptional item pertains to profit on transfer of business to Edgeverve, a wholly owned subsidiary |
9. Information on investor complaints pursuant to Clause 41 of the Listing Agreement for the quarter ended September 30, 2014
| Nature of complaints received | Opening balance | Additions | Disposal | Closing balance |
| Non-receipt of dividend / Annual Report related | – | 130 | 130 | – |
10. Consolidated statement of assets and liabilities (IFRS Consolidated Audited)
(in crore)
| Particulars | As at |
| | September 30, 2014 | March 31, 2014 |
| EQUITY AND LIABILITIES | | |
| Shareholders’ funds | | |
| Share capital | 286 | 286 |
| Reserves and surplus | 50,296 | 47,244 |
| Sub-total- Shareholders' Fund | 50,582 | 47,530 |
| Minority interests | – | – |
| Non-current liabilities | | |
| Deferred tax liabilities | 56 | 64 |
| Other long-term liabilities | 391 | 323 |
| Sub-total- Non- Current liabilities | 447 | 387 |
| Current liabilities | | |
| Trade payables | 135 | 173 |
| Other current liabilities | 10,107 | 8,586 |
| Short-term provisions | 409 | 379 |
| Sub-total- Current liabilities | 10,651 | 9,138 |
| TOTAL - EQUITY AND LIABILITIES | 61,680 | 57,055 |
| ASSETS | | |
| Non-current assets | | |
| Fixed assets | 8,398 | 7,887 |
| Goodwill on consolidation | 2,097 | 2,157 |
| Non-current investments | 1,316 | 1,252 |
| Deferred tax assets | 666 | 656 |
| Other non-current assets | 2,103 | 2,084 |
| Sub-total- Non- Current assets | 14,580 | 14,036 |
| Current assets | | |
| Current investments | 3,874 | 3,056 |
| Trade receivables | 9,040 | 8,351 |
| Cash and cash equivalents | 28,432 | 25,950 |
| Other current assets | 5,754 | 5,662 |
| Sub-total Current assets | 47,100 | 43,019 |
| TOTAL - ASSETS | 61,680 | 57,055 |
The above disclosure is in compliance with Clause 41(V)(h) and Annexure IX of the listing agreement. The disclosure is an extract of the audited IFRS Consolidated Balance Sheet as at September 30, 2014.
11. Segment reporting (IFRS Consolidated Audited)
(in crore)
| Particulars | Quarter ended September 30, | Quarter ended June 30, | Quarter ended September 30, | Half-year ended September 30, | Year ended
March 31, |
| | 2014 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Revenue by business segment | | | | | | |
| Financial Services and Insurance (FSI) | 3,818 | 3,695 | 3,801 | 7,513 | 7,135 | 14,698 |
| Manufacturing (MFG) | 2,918 | 2,774 | 2,835 | 5,692 | 5,235 | 10,853 |
| Energy & utilities, Communication and Services (ECS) | 2,202 | 2,020 | 2,064 | 4,222 | 3,808 | 7,932 |
| Retail, Consumer packaged goods and Logistics (RCL) | 2,191 | 2,151 | 2,145 | 4,342 | 4,009 | 8,346 |
| Life Sciences and Healthcare (LSH) | 873 | 824 | 868 | 1,697 | 1,658 | 3,399 |
| Growth Markets (GMU) | 1,340 | 1,306 | 1,252 | 2,646 | 2,387 | 4,905 |
| Total | 13,342 | 12,770 | 12,965 | 26,112 | 24,232 | 50,133 |
| Less: Inter-segment revenue | – | – | – | – | – | – |
| Net revenue from operations | 13,342 | 12,770 | 12,965 | 26,112 | 24,232 | 50,133 |
| Segment profit before tax, depreciation and non-controlling interests: | | | | | | |
| Financial Services and Insurance (FSI) | 1,124 | 1,078 | 1,034 | 2,202 | 2,014 | 4,349 |
| Manufacturing (MFG) | 744 | 679 | 560 | 1,423 | 1,101 | 2,452 |
| Energy & utilities, Communication and Services (ECS) | 646 | 488 | 593 | 1,134 | 1,077 | 2,274 |
| Retail, Consumer packaged goods and Logistics (RCL) | 668 | 657 | 498 | 1,325 | 958 | 2,221 |
| Life Sciences and Healthcare (LSH) | 218 | 178 | 143 | 396 | 340 | 749 |
| Growth Markets (GMU) | 374 | 361 | 342 | 735 | 664 | 1,373 |
| Total | 3,774 | 3,441 | 3,170 | 7,215 | 6,154 | 13,418 |
| Less: Other unallocable expenditure | 291 | 230 | 333 | 521 | 653 | 1,377 |
| Add: Unallocable other income | 877 | 829 | 510 | 1,706 | 1,087 | 2,669 |
| Profit before tax and non-controlling interests | 4,360 | 4,040 | 3,347 | 8,400 | 6,588 | 14,710 |
Notes on segment information
Business segments
Effective quarter ended March 31, 2014, the Company reorganized its segments consequent to which the business segments of the company are as set out above. The previous period figures, extracted from the audited consolidated financial statements, have been presented after incorporating necessary reclassification adjustments pursuant to changes in the reportable segments.
Segmental capital employed
Assets and liabilities used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments. The Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.
By order of the Board
for Infosys Limited
| | Dr. Vishal Sikka |
Bangalore, India October 10, 2014 | Chief Executive Officer and Managing Director |
The Board has also taken on record the unaudited condensed consolidated results of Infosys Limited and its subsidiaries for the quater and half-year ended September 30, 2014, prepared as per International Financial Reporting Standards (IFRS) and reported in US Dollars. A summary of the financial statements is as follows:
(in US$ million, except per equity share data)
| Particulars | Quarter ended September 30, | Quarter ended June 30, | Quarter ended September 30, | Half-year ended September 30, | Year ended
March 31, |
| | 2014 | 2014 | 2013 | 2014 | 2013 | 2014 |
| Revenues | 2,201 | 2,133 | 2,066 | 4,334 | 4,057 | 8,249 |
| Cost of sales | 1,353 | 1,344 | 1,337 | 2,697 | 2,633 | 5,292 |
| Gross profit | 848 | 789 | 729 | 1,637 | 1,424 | 2,957 |
| Net profit | 511 | 482 | 383 | 993 | 801 | 1,751 |
| Earnings per Equity Share | | | | | | |
| Basic | 0.89 | 0.84 | 0.67 | 1.74 | 1.40 | 3.06 |
| Diluted | 0.89 | 0.84 | 0.67 | 1.74 | 1.40 | 3.06 |
| Total assets | 9,989 | 9,625 | 8,397 | 9,989 | 8,397 | 9,522 |
| Cash and cash equivalents including available-for-sale financial assets (current) and certificates of deposit | 5,232 | 4,728 | 4,133 | 5,232 | 4,133 | 4,841 |
Certain statements in this advertisement concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the 'safe harbor' under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal or expiration of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2014 and on Form 6-K for the quarter ended June 30, 2014. These filings are available at www.sec.gov. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that the date of this advertisement is October 10, 2014, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. The company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the company unless it is required by law.
