The 45th Infosys Annual General Meeting, 23 June 2026

I welcome the members to the 45th annual general meeting. Hope all of you are safe and in good health. This meeting is being held through video conference in accordance with the circulars issued by the Ministry of Corporate Affairs and SEBI. Members participating through video conference are being considered for the purpose of quorum as per the circulars issued by the MCA and section 103 of the company's act 2013. We have the requisite quorum present through video conference to conduct the proceedings of the meeting. Therefore, I call this meeting to order.

Before we start the main proceedings of the meeting, I request my colleagues on the video conference to introduce themselves. Nathan.

Salil.

Sundaram, you're on mute. Sundaram.

Mike.

Bobby.

Chitra.

Go.

Elen.

Diane.

Jes.

Mani.

Apart from them, we also have key executives and senior management joining from their respective locations. Statutory auditors and secretarial auditors have also joined this meeting. The company has taken all feasible efforts to enable members to participate through video conference and vote at the AGM. I thank all the members, colleagues on the board, auditors and the management team for joining this meeting over video conference. I now request Manikanta, company secretary, to provide general instructions to the members regarding participation in this meeting.

Dear shareholders, welcome to the 45th annual general meeting of Infosys. On behalf of the Infosys Board of Directors, I appreciate your support for the company and thank you for taking the time to join us today. Fiscal 2026 has been a year of disciplined execution and resilience for Infosys. Even as the external environment continues to evolve, we delivered US $20.2 billion in revenues, growing 3.1% in constant currency while maintaining a strong adjusted operating margin of 21% and generating US $3.7 billion free cash flow, which is 112.6% of net profit. This is the second consecutive year we have generated free cash flows of more than 100% of net profit. Large deal TCV for fiscal 2026 was at US $14.9 billion with 55% being net new. This reflects the strong trust our clients have in us and relevance of our strategy. For fiscal 2026, the board has recommended a final dividend of Rs 25 along with an interim dividend of Rs 23 already paid. Total dividend is Rs 48, an 11.6% growth year on year. The total payout for FY26, including the recently completed buyback, will be 113.9% of free cash flow. We have returned 82.1% of free cash flow cumulatively for two years under the capital allocation policy. Nitin Paranspe has been appointed as vice chairman effective April 30, 2026. The board also appointed Diane Jurgens as an independent director effective April 22, 2026 for three years, and approved the reappointment of Elen Poier for a second term of five years from May 26, 2026 to May 25, 2031. Both have been approved by shareholders via the postal ballot. On the business front, the industry is going through a major technology transition. Given that AI is a much larger and disruptive technology transition than ever before, the questions about our relevance are louder and the doubts more insistent. The existential question being asked is: if coding becomes automated, then why are we needed at all? Now more than three years after GenAI's launch, Infosys is more relevant than ever before and well positioned for the decade ahead. While we embrace the best coding tools and improve our productivity, there is much more to do in the software development life cycle. Enterprise context is paramount. Solutions must complement existing investments. They demand rigorous testing, resilient architecture, and foundational cyber security. Data governance must reflect an organization's own obligations, not the convenience of any external platform or provider. The AI deployment gap in large enterprise clients is real, and closing that gap is where the work is. AI will not replace companies like ours. It will amplify those who move with purpose and adapt with speed. The AI revolution has made legacy modernization urgent. Clients are moving to retire technical debt accumulated over decades. The preference will be to build versus buy for software. All this creates even larger opportunities for us. The defining opportunity lies in integrating intelligent AI systems with mission-critical enterprise platforms. The greatest value will come from combining models and agents with traditional transaction systems. That convergence is where the next wave of opportunities will emerge. Our clients trust Infosys to help them navigate the complexities of enterprise AI. We are already collaborating with 90% of our top 200 clients on their AI journeys. The strategic investments in Infosys Topaz position us well to guide our clients. Combined with the cloud strength of Infosys Cobalt, we are enabling clients to scale AI with speed, confidence, and enterprise relevance. We recently unveiled our AI first value framework to help global enterprises unlock AI value at scale. This positions Infosys to tap into an AI first services opportunity of US $300 to 400 billion by 2030. We recruited over 20,000 college graduates this fiscal year and ended with a workforce of over 325,000 employees. Infosys was recognized as a global top employer in 20 countries. We have built a strong AI partnership ecosystem spanning compute and cloud platforms, model developers, data and analytics providers, applications and security technologies. During fiscal 2026, we completed two acquisitions: MRE Consulting Limited in the US and the Missing Link Group in Australia. We also entered into agreements for a joint venture with Telstra acquiring a 75% stake in Versend Group, the acquisition of Stater Global LLC, and Optimum Achieve Holdings. Both latter acquisitions are now complete. We have achieved carbon neutrality for the seventh consecutive year. Renewables now account for 81.8% of our India operations. Eleven campuses have achieved true zero-waste certification. Infosys Foundation undertook 200 projects in India impacting 7 million lives. We have reached 15 million people through digital skilling initiatives via Infosys Springboard. We have been recognized as the world's most ethical company for the sixth consecutive year. It is said that to anticipate the future, we should skate to where the puck is going. In this case, the puck is coming to where we have already positioned ourselves. On behalf of the board, I want to thank our employees, clients, co-founders, and governments for their trust and generous support. To all our shareholders, it is your encouragement that drives us to deliver our best every day. I now request Salil Parekh, CEO and managing director, to address the shareholders. Unmute please. Unmute Salil.

Thank you, Salil. I now request Manikanta, company secretary, to provide a summary of the auditor's report.

Thank you, Mani. As the notice is already circulated to all the members, I take the notice convening the meeting as read. Before we proceed, I am pleased to bring to your notice that as required under the company's act 2013, the company has provided you the facility to cast your vote electronically on all resolutions set forth in the notice. Members who have not cast their vote electronically but are participating in this meeting will have an opportunity to cast their votes through the e-voting system provided by NSDL. Members may please note that there will be no voting by show of hands. We now take up the resolutions as set forth in the notice. We will open the floor for any questions by members after all the resolutions are tabled. I will now read out the resolutions. Item number one: adoption of the financial statements for the financial year ending March 31st, 2026, including the reports of the board of directors and auditors. Item number two: declaration of a final dividend of Rs 25 per share for the financial year ending March 31st, 2026. An interim dividend of Rs 23 per equity share has already been paid. Item number three: appointment of Nandan M. Nilekani as a director liable to retire by rotation. Item number four: approval of the proposed amendment to the Infosys Expanded Stock Option Ownership Program 2019 and grant of stock incentives to eligible employees. Item number five: approval for proposed amendment of the stock ownership program for employees of the company's subsidiaries. Item number six: approval of the request for reclassification of certain members of the promoter and promoter group to public category. The applicants and persons related to them shall not vote on this resolution. If any member desires to ask any question pertaining to any item on the notice, he or she may do so now. Members are requested to keep their questions brief and specific. Answers to all questions will be provided towards the end. While members are queuing up, may I request the team to play short videos of Infosys.

Dear shareholders, thank you for joining our 45th AGM today and for taking time to participate in the proceedings. Before we go live with the Q&A, here are some points to note for your convenience. When your name is called and you are projected on the screen, please mention your name and location from where you are joining, and proceed to ask your question. Each shareholder will have two minutes for questions. To avoid repetition, the board will respond to all questions at the end. Once you have asked your question, you can switch to watch the proceedings. The board will be taking questions from shareholders in two or three sets depending on the number of questions on video. With that, I will request the first shareholder, Mr. Dharov, to proceed with the question.

Thank you for all the questions. While we provide the answers to the questions shortly, I would request the team to display the questions received on the

We will now begin the answers to the questions. In this round, we are answering the questions that were raised in the web chat. And after one round of web chat questions, we will then come back with a round of questions from the video and audio questions that were asked just now. I will start with my questions. I have a total of five questions.

First one is from shareholder Walpari Kashadas Romesh and others: What please let us know your plans for issuing bonus shares? Answer is: Infosys has a rich history of rewarding shareholders with bonus shares, issuing multiple bonuses since listing. The last bonus was given in 2019. We do not have any announcements in this regard as of now. Second question from Nami Dandapani: What are the board's strategic priorities for driving the next phase of growth and how are we differentiating ourselves to maintain a competitive edge in the market? This question was also asked by Mr. Sudir Sha, Mr. Jay Raj, and Mr. Pune Singhal.

Our strategic priority remains to help our customers navigate the next and unlock their AI value. We believe we are well positioned to do that with our deep client relationships and delivery capability. Our differentiators include the AI suite Topaz, Fabric, and collaborations with AI disruptors to deliver both AI-first and AI-augmented services. Our platforms are designed to ensure that AI solutions are relevant and tightly linked to business outcomes. We are also expanding in sales and marketing in different geographies to expand our total addressable market and where we find strategic fits. We are also doing mergers and acquisitions and of course we are doing a complete talent transformation to prepare our people for this new world of AI.

Question number three: What are the risks you foresee to the current expectations that integrators like Infosys are more relevant than before? Because enterprise AI implementation requires client-specific and context-specific execution which AI platforms cannot do without integrators like Infosys. That's a question from Sinimas J Raj.

The AI deployment gap, as we said earlier — both Salil and I spoke about it — creates large opportunities for us. We see an addressable IT spend of close to $300 billion by 2030. In any enterprise implementation, the context is paramount. Tools are accelerators and are great to amplify our potential. Our biggest strength and opportunity lies in combining the new world of agentic software with the traditional transaction systems that companies have and make it AI-useful and relevant to the client's business.

Question number four from Romesh Gala: What is the roadmap on various items and of course the request to visit the campus? Many questions have already been answered in the ESG roadmap. For the coming year, we'll continue to shape our ESG Vision 2030. Our employee count today is 328,000 as of March end and all these details are in our annual report. Our CSR efforts include Tech for Good, job creation and other efforts including employee volunteering, healthcare innovations, healthcare interventions, and women's empowerment. Question number five from Romesh Gala: CSR activities done by the company. Once again, the annual report and the foundation report and the Infosys annual report all have details about our CSR activities which focus on digital skilling, healthcare, and environmental sustainability, where many important programs like Infosys Springboard for digital learning, COA programs as well as lake rejuvenation and agroforestry projects supporting water conservation and climate resilience. All the information is there in great detail in our annual report.

With this I now hand over to Salil to take his questions.

Thank you Mani. And now we will come to the second round of questions. These are questions that were asked in the video conference and we'll do it in the same order. I'll start with my questions. I have three questions. First question: Mr. Vipul, sir, can you elaborate on a statement that there are no gaps in the opportunities available, the only limitation is execution risk?

Yes, what I said was that the opportunities are very large because of the many new things that are possible with AI. So we do see a lot of work coming in the coming years. Execution risk is our ability to reorient our service offerings to AI, to offer AI-first services and AI-augmented services, to get our sales team and delivery team to be aligned with that, to do the talent transformation, to look at new models of pricing including outcome-based pricing, and many other things that we have to do which are required to achieve the goal of getting the best possible business from the new AI work. So that's what we meant by execution risk. Second question: How can CSR proposals and suggestions be sent to the company? This is from DIP. CSR proposals can be sent at [email protected] or submitted through the CSR grant application available on the Infosys Foundation portal. All proposals are evaluated by the foundation based on alignment with focus areas and impact potential.

The last question: Can the company consider increasing the work it is doing to address the water issues including in Jamnagar? This is from Mr. Shreekh Meta. As a responsible corporate citizen, our water stewardship program extends beyond our operational efficiency to create a positive impact in the communities where we operate. We have taken up 11 large lake rejuvenation projects creating additional capacity of 4.2 billion liters, making the total capacity of 10 plus billion liters for these lakes. These lake rejuvenation projects enhance water table, improving water access to communities. We'll continue to do this but this would happen in areas where we have operations. So I want to keep that in mind. So with that I hand over to Salil for his questions.

Thank you Mani. Members may note that e-voting on the NSDL platform will continue to be available for the next 30 minutes. Therefore I request members who have not cast their votes yet to do so within the next 30 minutes. The board of directors has appointed B. Hemman, practicing company secretary, as the scrutinizer to supervise the voting process. Further, I hereby authorize Manikanta, the company secretary, to declare the results of the voting and place the results on the website of the company at the earliest. The resolutions as set forth in the notice shall be deemed to be passed today subject to the receipt of the requisite number of votes. We had 326 members participating in today's 45th annual general meeting. Thank you for attending the meeting. I hereby declare the proceedings of Infosys Limited's 45th annual general meeting closed. Thank you and see you next year.