Exhibit 99.8
Form of Advertisement
Infosys Limited Regd. office: Electronics City, Hosur Road, Bengaluru – 560 100, India | CIN : L85110KA1981PLC013115 Website: www.infosys.com Email: investors@infosys.com T: 91 80 2852 0261, F: 91 80 2852 0362 |
Audited consolidated financial results of Infosys Limited and its subsidiaries for the quarter ended June 30, 2015 prepared in compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
(in crore, except equity share and per equity share data)
Particulars | Quarter ended June 30, | Quarter ended March 31, | Quarter ended June 30, | Year ended March 31, |
2015 | 2015 | 2014 | 2015 | |
Revenues | 14,354 | 13,411 | 12,770 | 53,319 |
Cost of sales | 9,123 | 8,174 | 8,046 | 32,883 |
Gross profit | 5,231 | 5,237 | 4,724 | 20,436 |
Selling and marketing expenses | 820 | 736 | 666 | 2,941 |
Administrative expenses | 964 | 1,052 | 847 | 3,663 |
Operating profit | 3,447 | 3,449 | 3,211 | 13,832 |
Other income, net | 758 | 881 | 829 | 3,427 |
Share in associate's profit /(loss) | – | (1) | – | (1) |
Profit before income taxes | 4,205 | 4,329 | 4,040 | 17,258 |
Income tax expense | 1,175 | 1,232 | 1,154 | 4,929 |
Net profit | 3,030 | 3,097 | 2,886 | 12,329 |
Paid-up equity share capital (par value5/- each, fully paid) | 1,144 | 572 | 286 | 572 |
Share premium, retained earnings and other components of equity | 54,191 | 54,191 | 47,244 | 54,191 |
Earnings per share (par value5/- each)(1) | ||||
Basic | 13.26 | 13.55 | 12.63 | 53.94 |
Diluted | 13.26 | 13.55 | 12.63 | 53.94 |
Total public shareholding(2) | ||||
Number of shares | 160,06,77,720 | 80,65,15,515 | 38,98,49,697 | 80,65,15,515 |
Percentage of shareholding | 69.69 | 70.23 | 67.89 | 70.23 |
Promoters and promoter group shareholding | ||||
Pledged / Encumbered | ||||
Number of shares | – | – | – | – |
Percentage of shares (as a % of the total shareholding of promoter and promoter group) | – | – | – | – |
Percentage of shares (as a % of the total share capital of the Company) | – | – | – | – |
Non-encumbered | ||||
Number of shares | 30,04,31,272 | 15,02,15,636 | 9,15,08,078 | 15,02,15,636 |
Percentage of shares (as a % of the total shareholding of promoter and promoter group) | 100.00 | 100.00 | 100.00 | 100.00 |
Percentage of shares (as a % of the total share capital of the Company) | 13.08 | 13.08 | 15.94 | 13.08 |
(1) | Adjusted for bonus issues |
(2) | Total public shareholding as defined under Clause 40A of the Listing Agreement excludes shares held by the founders and American Depository Receipt Holders and as at June 30, 2015 and March 31, 2015, also excludes treasury shares. |
1. | The audited consolidated financial statements for the quarter ended June 30, 2015 have been taken on record by the Board of Directors at its meeting held on July 21, 2015. The statutory auditors have expressed an unqualified audit opinion. The information presented above is extracted from the audited consolidated financial statements. The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. |
2. | Changes to the Board |
a) | Effective June 5, 2015, K. V. Kamath stepped down from his position as Chairman of the Board and as an Independent Director of the Company. The Board placed on record its deep sense of appreciation for the services rendered by him, during his tenure. |
b) | On June 5, 2015, the Board appointed R. Seshasayee as Non-Executive Chairman of the Board with immediate effect. |
c) | The Board of Directors at its meeting held on June 22, 2015 appointed A.G.S Manikantha as the Company Secretary. |
d) | Effective July 21, 2015, Roopa Kudva has been appointed as the chairperson of the Audit Committee. |
3. | Investments - Current and proposed |
a) | On June 2, 2015, Infosys acquired 100% of the voting interests in Kallidus Inc., U.S., d.b.a Skava (Kallidus), a leading provider of digital experience solutions, including mobile commerce and in-store shopping experiences to large retail clients, and 100% of the voting interests of Skava Systems Private Limited, India, an affiliate of Kallidus. The business acquisition was carried out by entering into a share purchase agreement for a cash consideration of578 crore and a contingent consideration of up to128 crore, the payment of which is dependent upon the achievement of certain financial targets by Kallidus over a period of three years ending on December 31, 2017. |
b) | On April 24, 2015, the Board of Directors of Infosys authorized the Company to execute a Business Transfer Agreement and related documents with EgdeVerve, a wholly owned subsidiary, to transfer the business of Finacle and Edge Services, subject to securing the requisite approval from shareholders through postal ballot. Subsequently, on June 4, 2015, the shareholders have authorized the execution of a Business Transfer Agreement and related documents with EdgeVerve, with effect from August 1, 2015 or any other date as may be decided by the Board. The Company has undertaken a valuation by an independent valuer and accordingly, the business will be transferred for a consideration of up to3,400 crore and up to220 crore for Finacle and Edge Services, respectively. The transfer of assets and liabilities between entities under common control will be accounted for at carrying values and will not have any impact on the consolidated financial statements. |
c) | On June 22, 2015, the shareholders at the Annual General Meeting, approved to enter into a contract to purchase, lease, transfer, assign or otherwise acquire the healthcare business, including the rights and properties relating thereto, from Infosys Public Services Inc. (IPS), a wholly-owned subsidiary of the Company. This is for an estimated consideration of up to625 crore approximately to be discharged in a manner and on such terms and conditions as may be mutually agreed upon between the Board of Directors of the company and IPS with effect from a date decided by the Board. |
4. | Bonus Issue |
The Company has allotted 114,84,72,332 fully-paid-up shares of face value of5/- each during the quarter ended June 30, 2015, pursuant to the bonus issue approved by the shareholders through postal ballot. The book closure date fixed by the Board was June 17, 2015. Bonus share of one equity share for every equity share held, and a stock dividend of one American Depositary Share (ADS) for every ADS held, respectively, has been allotted. Consequently, the ratio of equity shares underlying the ADSs held by an American Depositary Receipt holder remains unchanged. Units granted under the RSU plan have been adjusted for bonus shares. The earnings per share have been adjusted for previous periods presented in accordance with IAS 33, Earnings per share. |
5. | Information on dividends for the quarter ended June 30, 2015 |
(in)
Particulars | Quarter ended June 30, | Quarter ended March 31, | Quarter ended June 30, | Year ended March 31, |
2015 | 2015 | 2014 | 2015 | |
Dividend per share (par value5/- each) | ||||
Interim dividend(1) | – | – | – | 30.00 |
Final dividend(2) | – | 29.50 | – | 29.50 |
(1) | Not adjusted for bonus issues on December 3, 2014 and June 17, 2015 |
(2) | Not adjusted for bonus issue on June 17, 2015 |
The final dividend of29.50/- per equity share (not adjusted for bonus issue on June 17, 2015) for fiscal 2015 was approved by the shareholders at the Annual General Meeting of the Company held on June 22, 2015 and the same was paid on June 23, 2015.
6. | Other information (Consolidated – Audited) |
(in crore)
Particulars | Quarter ended June 30, | Quarter ended March 31, | Quarter ended June 30, | Year ended March 31, |
2015 | 2015 | 2014 | 2015 | |
Staff costs | 8,053 | 7,319 | 7,355 | 29,742 |
Items exceeding 10% of aggregate expenditure | – | – | – | – |
Details of other income: | ||||
Interest income on deposits and certificates of deposit | 657 | 696 | 614 | 2,631 |
Income from available-for-sale financial assets | 49 | 51 | 79 | 261 |
Miscellaneous income, net | 77 | 19 | 7 | 60 |
Gains/(losses) on foreign currency | (25) | 115 | 129 | 475 |
Total | 758 | 881 | 829 | 3,427 |
7. Audited financial results of Infosys Limited (Standalone information)
(in crore)
Particulars | Quarter ended June 30, | Quarter ended March 31, | Quarter ended June 30, | Year ended March 31, |
2015 | 2015 | 2014 | 2015 | |
Revenues | 12,738 | 11,926 | 11,319 | 47,300 |
Profit before exceptional item and tax | 3,993 | 4,170 | 3,795 | 16,386 |
Profit on transfer of business(1) | – | – | – | 412 |
Profit before tax | 3,993 | 4,170 | 3,795 | 16,798 |
Profit for the period | 2,897 | 3,024 | 2,720 | 12,164 |
Note: | The audited results of Infosys Limited for the above mentioned periods are available on our website,www.infosys.com. The information above has been extracted from the audited financial statements as stated. |
(1) | Exceptional item pertains to profit on transfer of business to EdgeVerve, a wholly-owned subsidiary. |
8. | Information on investor complaints pursuant to Clause 41 of the Listing Agreement for the quarter ended June 30, 2015 |
Nature of complaints received | Opening balance | Additions | Disposal | Closing balance |
Non-receipt of dividend / Annual Report | – | 106 | 106 | – |
9. | Segment reporting (IFRS Consolidated – Audited) |
(in crore)
Particulars | Quarter ended June 30, | Quarter ended March 31, | Quarter ended June 30, | Year ended March 31, |
2015 | 2015 | 2014 | 2015 | |
Revenue by business segment | ||||
Financial Services (FS) | 3,882 | 3,628 | 3,492 | 14,394 |
Manufacturing (MFG) | 3,332 | 3,099 | 2,883 | 12,140 |
Energy & utilities, Communication and Services (ECS) | 2,627 | 2,439 | 2,401 | 10,057 |
Retail, Consumer packaged goods and Logistics (RCL) | 2,342 | 2,220 | 2,192 | 8,869 |
Life Sciences, Healthcare and Insurance (HILIFE) | 1,944 | 1,764 | 1,589 | 6,881 |
All other segments | 227 | 261 | 213 | 978 |
Total | 14,354 | 13,411 | 12,770 | 53,319 |
Less: Inter-segment revenue | – | – | – | – |
Net revenue from operations | 14,354 | 13,411 | 12,770 | 53,319 |
Segment profit before tax, depreciation and non-controlling interests: | ||||
Financial Services (FS) | 1,073 | 1,096 | 999 | 4,262 |
Manufacturing (MFG) | 785 | 751 | 714 | 3,025 |
Energy & utilities, Communication and Services (ECS) | 783 | 699 | 726 | 3,049 |
Retail, Consumer packaged goods and Logistics (RCL) | 645 | 668 | 659 | 2,679 |
Life Sciences, Healthcare and Insurance (HILIFE) | 494 | 481 | 401 | 1,865 |
All other segments | (19) | 37 | (58) | 21 |
Total | 3,761 | 3,732 | 3,441 | 14,901 |
Less: Other unallocable expenditure | 314 | 283 | 230 | 1,069 |
Add: Unallocable other income | 758 | 881 | 829 | 3,427 |
Add: Share in associate's profit / (loss) | – | (1) | – | (1) |
Profit before tax and non-controlling interests | 4,205 | 4,329 | 4,040 | 17,258 |
Notes on segment information
Business segments
Effective April 1, 2015, the Company reorganized its segments to support its objective of delivery innovation. This structure will help deliver services that will reflect the way technology is consumed in layers by the client’s enterprise. Consequent to the internal reorganization, Growth Markets (GMU), comprising enterprises in APAC (Asia Pacific) and Africa, have been subsumed across the other verticals, Insurance is part of HILIFE, and businesses in India, Japan and China (‘All other segments’) are run as standalone regional business units. The previous period figures, extracted from the audited consolidated financial statements, have been presented after incorporating necessary reclassification adjustments pursuant to changes in the reportable segments.
Segmental capital employed
Assets and liabilities used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments. The Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.
By order of the Board for Infosys Limited | |
Bangalore, India July 21, 2015 | Dr. Vishal Sikka 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 three months ended June 30, 2015, prepared as per International Financial Reporting Standards (IFRS) and reported in US Dollars. A summary of the financial statements is as follows:
(in US$ million, except per equity share data)
Particulars | Quarter ended June 30, | Quarter ended March 31, | Quarter ended June 30, | Year ended March 31, |
2015 | 2015 | 2014 | 2015 | |
Revenues | 2,256 | 2,159 | 2,133 | 8,711 |
Cost of sales | 1,434 | 1,317 | 1,344 | 5,374 |
Gross profit | 822 | 842 | 789 | 3,337 |
Net profit | 476 | 498 | 482 | 2,013 |
Earnings per equity share | ||||
Basic | 0.21 | 0.22 | 0.21 | 0.88 |
Diluted | 0.21 | 0.22 | 0.21 | 0.88 |
Total assets | 10,587 | 10,615 | 9,625 | 10,615 |
Cash and cash equivalents including available-for-sale financial assets (current) and certificates of deposit | 4,537 | 4,999 | 4,728 | 4,999 |
Certain statements in this advertisement concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the 'safe harbor' under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal or expiration of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2015. These filings are available at www.sec.gov. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company's filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that the date of this advertisement is July 21, 2015, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.