EX-99.1 2 d514647dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

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Infosys    POWERED BY INTELLECT DRIVEN BY VALUES BSE LIMITED NATIONAL STOCK EXCHANGE OF INDIA LIMITED NEW YORK STOCK EXCHANGE EURONEXT LONDON EURONEXT PARIS December 28, 2017 Dear Sir, Madam, Sub: 1. Extinguishment of equity shares as a result of the conclusion of buyback of 11,30,43,478 equity shares of INR 5/- each (“Share”) of Infosys Limited 2. Reconciliation of the share capital of the Company In compliance with Regulation 12 and 19(4) of SEBI (Buyback of Securities) Regulations 1998, (“Buyback Regulations”), this is to inform you that the Company has extinguished 11,30,16,165 fully paid up equity shares of Rs. 5/-each (in dematerialized form) and 27,313 fully paid up equity shares of Rs. 5/- each (in physical form) as a result of the conclusion of buyback of 11,30,43,478 equity shares. We also enclose a copy of the letter dated December 28, 2017 from National Securities Depository Limited confirming the extinguishment of shares and a true certified copy of the certificate dated December 28, 2017 relating to extinguishment of 11,30,43,478 equity shares in accordance with the provisions of Regulation 12(4) of the Buyback Regulations. The Company had also published on December 23, 2017 a “Post Buyback Public Announcement” dated December 22, 2017 in compliance with Regulation 19(7) of the Buyback Regulations. In view of the above, please note the following: Reconciliation of Share Capital of the Company (Pre and Post Extinguishment) Sr. No Particulars No. of Equity Share of face value Rs.5/- each Amount (Rs.) Pre-extinguishment, Issued and Paid-Up Capital 2,29,69,93,267 11,48,49,66,335 2. Less: Shares bought-back and credited to our account a) Electronic Form b) Physical Form 11,30,16,165 27,313 56,50,80,825 1,36,565 3. Post Extinguishment, Issued and Paid-Up Capital 2,18,39,49,789 10,91,97,48,945 INFOSYS LIMITED CIN: L85110KA1981PLC013115 44, Infosys Avenue Electronics City, Hosur Road Bangalore 560 100, India T 91 80 2852 0261 F 91 80 2852 0362 investors@infosys.com www.infosys.com

 


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Infosys POWERED BY INTELLECT DRIVEN BY VALUES Further, we would like to confirm that the above extinguishment has been done as per the provisions of Buyback Regulations. Yours Sincerely, For Infosys Limited A.G.S. Manikantha Company Secretary Encl: Certificate of extinguishment of equity shares bought back Confirmation from NSDL confirming the extinguishment of shares PAGE 2 OF 2


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Infosys POWERED BY INTELLECT DRIVEN BY VALUES CERTIFICATE OF EXTINGUISHMENT OF EQUITY SHARES BOUGHT BACK BY INFOSYS LIMITED (the “Company”) The certificate is being issued in compliance with the requirements of Regulation 12 of Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, as amended. Pursuant to the Public Announcement dated October 9, 2017 and Letter of Offer dated November 17, 2017, the Company bought back 11,30,43,478 Equity Shares of 5/- each fully paid-up, from its existing shareholders, through tender offer route at a price of 1,150/- per Equity Share. The issue opened on November 30, 2017 and closed on December 14, 2017. The following are the details of Equity Shares so bought-back and extinguished: A. SHARES IN DEMATERIALIZED FORM Name of the Depository DP Name and DP ID Company’s A/C Number Date of Extinguishment No. of Equity Shares Extinguished National Securities Depository Limited - NSDL Karvy Stock Broking Limited IN300394 19736471 December 27, 2017 11,30,16,165 B. SHARES IN PHYSICALFORM Registered Folio No. Certificate No. Distinctive No. of Equity Shares (From) Distinctive No. of Equity Shares (To) Date of Extinguishment No. of Equity Shares Extinguished ITL007008 147287 1839747 1839846 December 27, 2017 100 147288 1839847 1839946 December 27, 2017 100 147289 1839947 1840046 December 27, 2017 100 147290 1840047 1840146 December 27, 2017 100 147291 1840147 1840246 December 27, 2017 100 147292 1840247 1840346 December 27, 2017 100 150507 267224316 267224415 December 27, 2017 100 150508 267224416 267224515 December 27, 2017 100 INFOSYS LIMITED CIN: L85110KA1981PLC013115 44, Infosys Avenue Electronics City, Hosur Road Page 1 of 3 Bangalore 560 100, India T 91 80 2852 0261 F 91 80 2852 0362


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Infosys POWERED BY INTELLECT DRIVEN BY VALUES 150509 267224516 267224615 December 27, 2017 100 150510 267224616 267224715 December 27, 2017 100 150511 267224716 267224815 December 27, 2017 100 150512 267224816 267224915 December 27, 2017 100 150513 267224916 267225015 December 27, 2017 100 150514 267225016 267225115 December 27, 2017 100 150515 267225116 267225215 December 27, 2017 100 150516 267225216 267225315 December 27, 2017 100 150517 267225316 267225415 December 27, 2017 100 150518 267225416 267225515 December 27, 2017 100 150519 267225516 267225615 December 27, 2017 100 150520 267225616 267225715 December 27, 2017 100 ITL007009 150425 266832251 266832350 December 27, 2017 100 150426 266832351 266832450 December 27, 2017 100 150427 266832451 266832550 December 27, 2017 100 150428 266832551 266832650 December 27, 2017 100 150429 266832651 266832750 December 27, 2017 100 150430 266832751 266832850 December 27, 2017 100 150431 266832851 266832950 December 27, 2017 100 150432 266832951 266833050 December 27, 2017 100 150433 266833051 266833150 December 27, 2017 100 150434 266833151 266833250 December 27, 2017 100 150435 266833251 266833350 December 27, 2017 100 150436 266833351 266833450 December 27, 2017 100 150437 266833451 266833550 December 27, 2017 100 150438 266833551 266833650 December 27, 2017 100 ITL950192 1000258 1150458811 1150458840 December 27, 2017 30 ITL017900 1000112 1149565584 1149565599 December 27, 2017 16 147894 1183645 1183645 December 27, 2017 1 ITL018181 1000097 1149472535 1149472550 December 27, 2017 16 ITL950178 512549 96092 96101 December 27, 2017 10 ITL000057 1504695 267450537 267471198 December 27, 2017 20,662 ITL002538 1504697 266717751 266718930 December 27, 2017 1,180 ITL002541 1504699 266720151 266721072 December 27, 2017 922 ITL007008 1504701 1840347 1840441 December 27, 2017 95 INFOSYS LIMITED CIN: L8511OKA1981PLCO13115 44, Infosys Avenue Electronics City, Hosur Road Page 2 of 3 Bangalore 560 100, India T 91 80 2852 0261 F 91 80 2852 0362 investors@infosys.com www.infosys.com


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Infosys POWERED BY INTELLECT DRIVEN BY VALUES ITL007009 1504703 266833651 266833664 DIN: 00621398 December 27, 2017 14 ITL009057 1504705 266605551 266606186 December 27, 2017 636 ITL013037 1504707 277284037 277284343 December 27, 2017 307 ITL950086 1504709 574935270 574935291 December 27, 2017 22 ITL950192 1504711 96677 96678 December 27, 2017 2 TOTAL 27,313 C. TOTAL NUMBER OF EQUITY SHARES EXTINGUISHED/DESTROYED (A+B): 11,30,43,478 It is certified that the above Equity Shares of Infosys Limited were extinguished in compliance with, and according to the provisions of sub-regulation 1 and 2 of Regulation 12 of Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, and Securities and Exchange Board of India (Depository and Participants) Regulations 1996 and the bye-laws framed thereunder. For Infosys Limited. Ravi Venkatesan BENGALURU Independent Director For Infosys Limited INFOSYS LIMITED U.B.Pravin Rao Interim- CEO and Managing Director DIN: 06782450 For Karvy Computershare Private Limited Registrar to the Buy Back Kulashekara Sharma For Deloitte Haskins & Sells LLP Chartered Accountants Firm Registration No: 117366W / W - 100018 Anand Subramaniam Partner Membership No. 110815 Place: Bengaluru Date: December 28, 2017 Enclosed: Confirmation from NSDL doted December 28, 2017 for extinguishment of Equity Shares in dematerialised form. INFOSYS LIMITED C1N: L8511 OKA 198TPLC013115 44, Infosys Avenue Electronics City, Hosur Road Bangalore 560 100, India T 91 80 2852 0261 F 91 80 2852 0362 Page 3 of 3


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National Securities Depository Limited Technology, Trust & Reach Ref: II/CA/COM/58541/2017 December 28, 2017 Mr. Manikantha A.G.S. Company Secretary & Compliance Officer Infosys Limited Plot No. 44. Electronics City Hosur Road Bangalore - 560 100 Sub : Buy-back (tender offer) Dear Sir, As per the corporate action(s) executed by your R&T Agent/Registry Division viz; Karvy Computershare Pvt. Limited , Equity Shares were credited/debited to the account(s) in the NSDL system, details of which are given below : ISIN ISIN Description D/C Records Quantity Execution Date 1NE009A01021 INFOSYS LIMITED EQ FV RS 5 Debit 1 113,016,165.000 27/Dec/2017 You may contact your R&T Agent/ Registry Division for further details in this regard. Yours faithfully, Nitin Ambure Vice President INFOSYS LIMITED BENGALURU Digitally Signed By Name: NITIN K AMBURE Date:28/12/2017 10:22:47 Reason: Authentication Location: NSDL, Mumbai 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, lower Parel, Mumbai - 400 013, India Tel.: 91-22-2499 4200 | Fax: 91-22-2497 6351 | CIN-U74120MH2012PLC230380 I Email: info@nsdl.co.in | Web:www.nsdl.co.in


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Chartered Accountants Deloitte Centre Anchorage IL 100/2 Richmond Road Bengaluru - 560 025 Karnataka, India Tel: +91 80 6627 6000 Fax: +91 80 6627 6013 REF: IL/ 17-18/ 043 To, The Board of Directors Infosys Limited Plot No. 44, Hosur Main Road, Electronics City, Bengaluru Karnataka - 560 100 Re: AUDITOR’S CERTIFICATE WITH RESPECT TO EXTINGUISHMENT OF 11,30,43,478 EQUITY SHARES OF 5/- EACH (“EQUITY SHARES”) BOUGHT BACK BY INFOSYS LIMITED 1. This certificate is issued in accordance with our engagement letter dated July 6, 2017. 2. We, Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W- 100018), the statutory auditors of Infosys Limited (“the Company”), having its Registered office at Electronics City, Hosur Road, Bengaluru 560 100, for the purposes of issuing this certificate have verified the particulars contained in the attached “Certificate of Extinguishment of Equity Shares bought-hack by Infosys Limited” (“the Statement”), prepared by the Company and confirmation received from the Company’s Registrar and Transfer Agents - Karvy Computershare Private Limited. 3. The Company has bought-back 11,30,43,478 Equity Shares of 5/- each. 4. In connection with the aforesaid, we have been requested by the Management of the Company to provide a certificate for submission to the Securities and Exchange Board of India (“SEBI”). Management’s Responsibility 5. The Management of the Company is responsible for the preparation of the said Statement and the maintenance of relevant records and documents including obtaining confirmation from National Securities Depository Limited (“NSDL”) for extinguishment of 11,30,16,165 shares in dematerialised form. Auditor’s Responsibility 6. Our responsibility, for the purpose of this certificate, is limited to certifying the particulars contained in the Statement on the basis of verification of relevant records and documents maintained and obtained by the Company and furnished to us for the purpose. Regd. Office: Indiabulls Finance Centre, Tower 3, 27th - 32nd Floor, Senapati Bapat Marg, Elphinstone Road (W), Mumbai - 400 013, India. (LLP Identification No. AAB-8737)


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Deloitte Haskins & Sells LLP 7. We conducted our verification of the Statement in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes and Standards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI’), which include the concept of test checks and materiality. This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI. 8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Review Historical Financial Information, and Other Assurance and Related Services Engagements. Opinion 9. On the basis of our verification as stated above and according to the information, explanations and representations provided to us by the Management of the Company, we certify that the particulars furnished by the Company in the said Statement, are in agreement with the relevant records and documents maintained by the Company as on the date of the certificate and the extinguishment is in compliance and in accordance with the provision of sub-regulation 1 and 2 of Regulation 12 of the Securities and Exchange Board of India (Buyback of Securities) Regulation, 1998 and Securities and Exchange Board of India (Depository and Participants) Regulation, 1996 and the by-laws framed thereunder. Restriction on use 10. This Certificate is issued in connection with the extinguishment of Equity Shares bought-back in accordance with the aforementioned Regulations and should not be used for any other purpose without our prior written permission. Fore Deloitte Haskins & Sells LLP BANGALORE Chartered Accountants (Firm Registration No: 117366W/W-100018) Anand Subramaniam Partner (Membership no: 110815)