Sanofi India Ltd — Annual Report 2021

Apr 15, 2021

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15[th] April 2021

The Secretary The Secretary BSE Limited The National Stock Exchange of India Limited Department of Corporate Services Exchange Plaza, 5[th] Floor P. J. Towers, Dalal Street Plot No. C/1, G Block Mumbai 400 001 Bandra-Kurla Complex, Bandra East Mumbai 400 050

Publication of Board Meeting Notice

Dear Sirs

Please find enclosed copies of the Notice of the Board Meeting of the Company published today, in newspapers, Business Standard and Sakal.

Thanking you,

Yours sincerely, SANOFI INDIA LIMITED

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GIRISH TEKCHANDANI COMPANY SECRETARY

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5 ~~<~~

MUMBAI | THURSDAY, 15 APRIL 2021

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PUBLIC NOTICE
Notice is hereby given that the following members of the National Commodity and
Derivatives Exchange Ltd. (NCDEX) & National Commodity Clearing Ltd (NCCL)
have requested for the surrender of their respective membership rights of the
NCDEX /NCCL.
No.Sr. TMID Registration-NumberSEBI Name ofMember applicationsurrenderDate of CorrespondenceMember'sAddress Claim PeriodNotificationfrom thedate of
214, Raghava Ratna
CIL Towers, Chirag Ali,
1 241 INZ000169535 Securities 25-Feb-19 Lane, Abids 2 Months
Limited Hyderabad,
Telangana-500001
122-123-124,
2 311 INZ000030831 ProgressiveComtrade 26-Feb-19 Laxmi Inustrial Estate,New Link Road,Laxmi Plaza, 2 Months
Pvt. Ltd. Andheri (West),
Mumbai-400053
P.C.S. Gulmohar Avenue,6-3-1239/4 & 4A,
3 539 INZ000069130 Commodities 19-Oct-19 Rajbhavan Road, 2 Months
Private Limited Somajiguda, Hyderabad,Telangana-500082
4 749 INZ000091137 Jhaveri Creditsand 7-Jan-20 Payal Tower,Sayajigunj,301-302 2 Months
Capital Limited Baroda-390005
205, Amardarshan
Indira Apartment,
5 78 INZ000045136 Commodities 17-Jan-20 3rd Floor, 2 Months
Private Limited 28/2, Old Palasia,
Indore – 452018
3, Scindia House,
6 355 INZ000088330 Kundan RiceMills Ltd. 14-Mar-20 Connaught Place,2 Nd Floor,Janpath, 1 Month
Delhi -110001
Mid India I-136, Kalindi Park
7 513 INZ000090833 Commodities 14-Jul-20 Shri Nagar Extn, 1 Month
Private Limited Indore-452001
KRChoksey Abhishek Building,5TH Floor,
8 1158 INZ000032234 Brokers Pvt LtdCommodity 20-Jan-21 Off New Link Road,Behind MonginisCake Factory, 1 Month
Andheri-W,
Mumbai-400053
G-65 ,
9 233 INZ000170031 Indus Portfolio 3-Feb-21 Bali Nagar, 2 Months
Private Limited New Delhi-110015
24, Nemi Chand
10 410 INZ000071924 S.G.Online 11-Feb-21 Market, Alwar, 2 Months
Rajasthan-301001
Arch
11 555 INZ000106433 CommodityBrokers 17-Feb-21 81, Daryaganj,First Floor, 1 Month
Private Limited New Delhi-110002
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General public is requested to take note of the surrender of the above member(s) and not to trade/clear with the said member(s) in future. The registered constituent (s) of the aforesaid member(s) who have undertaken any trades/clearing through these member(s) are hereby advised to lodge the claims, if any against the said member(s) within the above mentioned claim period from the date of this notification, failing which, it shall be presumed that there is no claim against the aforesaid member(s) and that all claims against the member shall be deemed to be waived off. Adjudication of the claim shall be at the sole discretion of the Exchange and/or upon the regulatory directives, if any The constituent(s) may write with all the relevant papers to Ms. Shilpa Desai, Vice President, Investor Services department , National Commodity & Derivatives Exchange Ltd, Ackurti Corporate Park, LBS Marg, KanjurMarg (W), Mumbai 400 078 or email at ig@ncdex.com

Mumbai Date: 15.04.2021

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Infosys Limited Regd. office: Electronics City, Hosur Road, Bengaluru 560 100, India.

CIN: L85110KA1981PLC013115 Q4 FY 21 Website: www.infosys.com Email: investors@infosys.com Financial Results T: 91 80 2852 0261 F: 91 80 2852 0362

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

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

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

Extract of consolidated audited financial results of Infosys Limited and its subsidiaries for the quarter and year ended March 31, 2021 prepared in compliance with the Indian Accounting Standards (Ind-AS)

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

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|---|---|---|---|---|
|(in ₹ crore, except per equity share data)|
|Particulars|Quarter ended|Year ended|Quarter ended|
|March 31,|March 31,|March 31,|
|2021|2021|2020|
|Revenue from operations|26,311|100,472|23,267|
|Profit before tax|6,935|26,628|5,496|
|Profit for the period|5,078|19,423|4,335|i)|
|Total comprehensive income for the period (comprising profit for the period|
|after tax and other comprehensive income after tax)|4,564|19,729|4,564|
|Profit attributable to:|
|Owners of the Company|5,076|19,351|4,321|
|Non-controlling interest|2|72|14|
|5,078|19,423|4,335|
|Total comprehensive income attributable to:|
|Owners of the Company|4,570|19,651|4,545|
|Non-controlling interest|(6)|78|19|
|4,564|19,729|4,564|
|Paid-up share capital (par value ₹5/- each fully paid)|2,124|2,124|2,122|
|Other equity #|74,227|74,227|63,328|
|Earnings per share (par value ₹5/- each)*|
|Basic (₹)|11.96|45.61|10.19|
|Diluted (₹)(₹)₹))|11.94|45.52|10.18|

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h) Update on the Code on Social Security, 2020 (“the Code”)

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

Business transfer – Kallidus Inc. and Skava Systems Private Limited

On October 11, 2019, the Board of Directors of Infosys authorized the Company to execute a Business Transfer Agreement and related documents with its wholly-owned subsidiaries, Kallidus Inc. and Skava Systems Private Limited (together referred to as “Skava”), to transfer the business of Skava to Infosys Limited for a consideration based on an independent valuation. On August 15, 2020, the Company entered into a business transfer agreement to transfer the business of Kallidus Inc. and Skava Systems Private Limited for a consideration of ₹171 crore and ₹66 crore respectively on securing the requisite regulatory approvals. The transaction was between a holding company and a wholly owned subsidiary and therefore was accounted for at carrying values and did not have any impact on the consolidated financial statements. Subsequently on March 9, 2021, Kallidus Inc was liquidated. Further, on March 29, 2021, the shareholders of Skava have approved to voluntarily liquidate the affairs of the Company. Accordingly, Skava will complete the process of voluntary liquidation pursuant to Section 59 of the Insolvency and Bankruptcy Code of 2016 and applicable provisions of the Companies Act, 2013.

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

For financial year 2021, the Board recommended a final dividend of ₹15/- (par value of ₹5/- each) per equity share. This payment is subject to the approval of shareholders in the Annual General Meeting (AGM) of the Company to be held on June 19, 2021. The dividend will be paid on June 25, 2021. The record date for the purpose of the payment of final dividend is June 1, 2021. For the financial year ended 2020, the Company declared a final dividend of ₹9.50/- per equity share.

An interim dividend of ₹12/- (par value of ₹5/- each) per equity share was declared on October 14, 2020 and the same was paid on November 11, 2020. The interim dividend declared in the previous year was ₹8/- per equity share.

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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|Diluted (₹)(₹)₹))|11.94|45.52|10.18|11, 2020. The interim dividend declared in the previous year was ₹8/- per equity share.|
|*|EPS is not annualized for the quarter ended March 31, 2021 and quarter ended March 31, 2020|(in ₹)|
|#|Excludes non-controlling interest|Particulars|Quarter ended|Year ended|Quarter ended|
|1.|Notes pertaining to the current quarter|March 31,|March 31,|March 31,|
|2021|2021|2020|
|a)|The audited interim consolidated financial statements for the quarter and year ended March 31, 2021 have been taken on record by the Board of|
|Directors at its meeting held on April 14, 2021. The statutory auditors, Deloitte Haskins & Sells LLP have expressed an unmodified audit opinion.|Dividend per share (par value ₹5/- each)|
|The information presented above is extracted from the audited interim consolidated financial statements. These interim consolidated financial|Interim dividend|–|12.00|–|
|statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act,|Final dividend|15.00|15.00|9.50|
|2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter.|
|3.|Audited financial results of Infosys Limited (Standalone information)|
|b)|Buyback of equity shares|
|(in ₹ crore)|
|In line with the Capital Allocation Policy, the Board, at its meeting held on April 14, 2021, approved the buyback of equity shares, from the open|
|market|route|through|the|Indian|stock|exchanges,|amounting|to|₹9,200|crore|(Maximum|Buyback|Size,|excluding|buyback|tax)|at|a|price|not|Particulars|Quarter ended|Year ended|Quarter ended|
|exceeding ₹1,750 per share (Maximum Buyback Price), subject to shareholders’ approval in the ensuing Annual General Meeting .|March 31,|March 31,|March 31,|
|2021|2021|2020|
|c)|Board appointment|
|Revenue from operations|22,497|85,912|20,187|
|The|Board,|based|on|the|recommendation|of|the|Nomination|and|Remuneration|Committee,|appointed|Chitra|Nayak|as|an|additional|and|
|Profit before tax|6,040|24,477|5,128|
|Independent|Director|(DIN:|09101763)|of|the|Company|effective|March|25,|2021|for|a|period|of|3|years,|subject|to|the|approval|of|the|
|shareholders.|Profit for the period|4,459|18,048|4,069|

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

d) Constitution of the Environmental Social and Governance (ESG) Committee

The above is an extract of the detailed format of the quarterly audited financial results filed with stock exchanges under Regulation 33 of the SEBI (Listing and Other Disclosure Requirements) Regulations, 2015. The full format of the quarterly audited financial results are available on the stock exchange websites, www.nseindia.com and www.bseindia.com, and on the Company’s website, www.infosys.com.

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

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

By order of the Board for Infosys Limited

The Group has considered the possible effects that may result from the COVID-19 pandemic in the preparation of these interim consolidated financial statements including the recoverability of the carrying amounts of financial and non financial assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Group has, at the date of approval of these financial statements, used internal and external sources of information including credit reports and related information and economic forecasts and expects that the carrying amount of these assets will be recovered. The impact of COVID-19 on the Group’s financial statements may differ from that estimated at the date of approval of these interim consolidated financial statements. f) Update on employee stock grants i) The Board, on April 14, 2021, based on the recommendations of the Nomination and Remuneration Committee, approved the annual performance-based grant of Restricted Stock Units (RSUs) amounting to ₹13 crore for the financial year 2022 under the 2015 Stock Incentive Compensation Plan (“the 2015 Plan”) to Salil Parekh, CEO and MD. This was pursuant to the approval from the shareholders through postal ballot concluded on February 20, 2018 and as per the shareholders’ approval in the Annual General Meeting held on June 22, 2019. These RSUs will vest in line with the current employment agreement. The RSUs will be granted w.e.f. May 2, 2021 and the number of RSUs will be calculated based on the market price at the close of trading on May 2, 2021.

Sd/- Bengaluru, India U.B. Pravin Rao

April 14, 2021 Chief Operating Officer and Whole-time Director

Certain statements in this release concerning our future growth prospects, financial expectations and plans for navigating the COVID-19 impact on our employees, clients and stakeholders are forward-looking statements intended to qualify for the ‘safe harbor’ under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding COVID-19 and the effects of government and other measures seeking to contain its spread, risks related to an economic downturn or recession in India, the United States and other countries around the world, changes in political, business, and economic conditions, fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal or expiration of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry and the outcome of pending litigation and government investigation. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2020. These filings are available at www.sec.gov. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission and our reports to shareholders. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.

ii) The Board, on April 14, 2021, based on the recommendation of the Nomination and Remuneration Committee, approved the grant of annual performance-based stock incentives in the form of RSUs to Salil Parekh, CEO & MD, covering the Company’s equity shares having a market value of ₹10 crore as on the date of the grant under the Infosys Expanded Stock Ownership Program-2019 (“the 2019 Plan”), which shall vest 12 months from the date of the grant subject to the Company’s achievement of certain performance criteria as laid out in the 2019 Plan. This was pursuant to the approval from the shareholders in the Annual General Meeting held on June 22, 2019.The RSUs will be granted w.e.f. May 2, 2021 and the number of RSUs will be calculated based on the market price at the close of trading on May 2, 2021. iii) The Board, on April 14, 2021, based on the recommendations of the Nomination and Remuneration Committee, approved the annual performance-based grant of RSUs amounting to ₹0.75 crore for the financial year 2022 under the 2015 Plan to a Key Managerial Personnel (KMP). These RSUs will vest in line with the current employment agreement based on the achievement of certain performance targets. The RSUs will be granted w.e.f. May 2, 2021 and the number of RSUs will be calculated based on the market price at the close of trading on May 2, 2021.

4/15/2021

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