Infosys AGM 2026 | Chairman Nilekani Highlights $1B AI Surge Expanding Legacy Tech Mix

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 Companies 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.

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 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 which is 112.6% of net profit. This is the second consecutive year when 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 and provides a robust foundation to build on in the months ahead. For fiscal 2026, the board has recommended a final dividend of rupees 25 along with an interim dividend of rupees 20 that is already paid. Total dividend is rupees 48 which is 11.6% growth year on year. The total payout for FY26 including the recently completed buyback will be 113.9% of free cash flow. With this we have returned 82.1% of free cash flow cumulatively for 2 years under the capital allocation policy. Nathan Parans, who is an independent director, has been appointed as vice chairman of the company effective April 30th, 2026. During fiscal 2026 no directors or KMP were appointed. However, post fiscal 2026 based on the recommendations of the nomination remuneration committee, the board appointed Diane Jurgens as an independent director effective April 22nd, 2026 for a period of 3 years till April 21st, 2029. The nominations and remuneration committee has also recommended the reappointment of Eden Pier for a second term of 5 years. Accordingly, post fiscal 2026, the board approved her reappointment as an independent director from May 26, 2026 to May 25th, 2031. Both the appointment of Diane Jurgens and reappointment of Eden Pier have been approved by the shareholders via the recently concluded postal ballot. On the business front, the industry is going through a major technology transition and whenever there's such a transition, questions are asked about our relevance, leadership or ability to maintain growth and margins. Given that AI is a much larger and disruptive technology transition than ever before, the questions are louder and the doubts are more insistent. Moreover, the existential question that is being asked of us is if coding becomes automated then why are we needed at all. More now, more than 3 years after ChatGPT launched, 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's 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 in a way nothing else has and clients are moving to retire the 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 the world of models and agents with traditional transaction systems that continue to underpin enterprise operations. That convergence is where the next wave of opportunities will emerge. Our clients trust Infosys to bring hard-earned learning to help them navigate the complexities of enterprise AI. Infosys is fully prepared to deliver on that trust and help our clients navigate the next. We're already collaborating with 90% of our top 200 clients on their AI journeys. Increasingly they see Infosys as a trusted partner to unlock AI value across growth, efficiency and innovation. The strategic investments we have made and continue to make in Infosys Topaz position us well to guide our clients as they navigate this structural shift in technology. Combined with the cloud expertise 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. Continuous learning and talent transformation have been core to Infosys for many decades. The AI era requires fresh learning and new mental models. We are systematically preparing our talent for this new era while redeploying those released from productivity gains towards new areas of growth. We recruited over 20,000 college graduates this fiscal year and ended with a workforce of over 325,000 employees. During the year, Infosys was recognized as a global top employer in 20 countries for best-in-class HR practices. We were also named one of India's best employers among nation builders 2025 by Great Place to Work. We have built a strong AI partnership ecosystem spanning compute and cloud platforms, model developers, data and analytics providers, applications and security technologies. This enables best-in-class AI solutions with the flexibility and resilience required for AI-native, agent-driven enterprises. During fiscal 2026, we completed two acquisitions: ME Consulting Limited, a leading energy and business consulting firm based in the United States, and the Missing Link Group, a cyber security service provider based in Australia. During the year, the company also entered into definitive agreements on three strategic fronts. Infosys will form a joint venture with Telstra, acquiring a 75% stake in the World Group, Australia's leading digital transformation solutions provider and a wholly owned subsidiary of Telstra Group Limited, delivering cloud and digital transformation services. We also agreed to acquire Status Global LLC, a leading insurance consulting and technology services company focused on Guidewire services and headquartered in the United States, and Optimum Achieve Holdings Inc. together with subsidiaries including Optimum Healthcare IT LLC, a leading healthcare digital transformation and consulting company headquartered in the United States. Both these acquisitions are now complete. Long-term success must be responsible, inclusive and sustainable. Our ESG vision for 2030 reflects that conviction through positive climate action, inclusive and equitable practices, and earning stakeholder trust through ethical governance. We have achieved carbon neutrality for the seventh consecutive year across our global operations through reduced consumption, renewable sourcing and high-quality carbon offsets. Renewables now account for 81.8% of our India operations and our campuses recycle 100% of waste water through large scale rainwater harvesting and demand side efficiency measures. 11 campuses have achieved true zero-waste certification reflecting the scale and consistency of our circular economy approach across geographies. At Infosys, our purpose is to amplify human potential and create the next opportunity for people, businesses and communities. We continue to expand our social impact program through Infosys Foundation, Infosys Science Foundation, Infosys Prize, and Infosys Foundation USA, addressing education, skilling and livelihood training, healthcare, women empowerment, science and research, and environmental sustainability. During this year in India alone, Infosys Foundation undertook 200 projects impacting 7 million lives. We have reached 15 million people through digital skilling initiatives anchored by Infosys Springboard, our flagship digital learning platform. We have also been recognized as the world's most ethical company for the sixth consecutive year by Ethisphere, a reflection of our continued commitment to responsible growth. We have been ranked as the fastest growing IT services brand over the past six years by Brand Finance. Infosys is a natural choice as an AI transformation partner. 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 of the countries and states where we operate for their trust in us and generous support. To all our shareholders, it is your encouragement that drives us to deliver our best every day. Our heartfelt thanks to all of you. I now request Salil Parik, CEO and managing director to address the shareholders.

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

Thank you, Manikanta. 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 Companies 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, 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 accordingly. I will now only read out the resolutions. Item number one of the notice: adoption of the financial statements. The financial statements of the company including the consolidated financial statements for the financial year ending March 31st, 2026 including the report of the board of directors and auditors have already been provided to the members. Item number two of the notice: declaration of dividend to declare a final dividend of rupees 25 per share for the financial year ending March 31st 2026. You would recall that an interim dividend of rupees 23 per equity share has already been paid for the financial year ending March 31st 2026. Item number three of the notice: appointment of Nandan M. Nilekani as a director liable to retire by rotation. The text of the resolution is provided in the notice circulated to the members. Item number four of the notice: approval of the proposed amendment to the Infosys expanded stock option ownership program 2019 (amended 2019 plan) and grant of stock incentives to the eligible employees of the company under the amended 2019 plan. The text of the resolution is provided in the notice. Item number five of the notice: approval for proposed amendment of the Infosys expanded stock ownership program 2019 (amended 2019 plan) and grant of stock incentives to the eligible employees of the company's subsidiaries under the amended 2019 plan. The text of the resolution is provided in the notice. Item number six of the notice: approval of the request for reclassification of certain members of the promoter and promoter group of company to public category. The text of the resolution is provided in the notice. The members may note that in accordance with SEBI regulations, the applicants and the 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 to avoid repetition. Answers to all the questions will be provided towards the end. Members may also note that the company reserves the right to limit the number of members asking questions depending on the availability of time. While members are queuing up to ask questions, 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 2 minutes for the 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'll request the first shareholder, Mr. Dharav, to proceed with the question.

Thank you for all the questions. While we provide the answers to the questions shortly, I would request a team to display the questions received on the web chat and play videos which showcase the work done by Infosys during the last year.

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 Kashas Bat Romesh and others. What please let us know your plans for issuing bonus shares. Answer is Infosys has a rich history of rewarding shareholders 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. Subil Sha, Mr. Jay Raj, and Mr. Pun Single. 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're 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 account-specific execution which AI platforms cannot do without integrators like Infosys. So that's a question from Simas 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 system that companies have and make it AI useful and relevant to the client's business. Question number four from Romesh Gola. What is the road map on various items and of course a request to visit the campus? Answer. Many questions have already been answered in the ESG road map 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, 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 interior annual report all have details about our CSR activities which focus on digital skilling, healthcare, and environmental sustainability. We have many important programs like Infosys Springboard for digital learning, Cognac Care 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.

Thank you, Manika. 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 the 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 is 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 is: can the company consider increasing the work it is doing to address the water issues including in Jamnagar? This is from Mr. Shreak 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 the 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, Manika. 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. H. Mon, practicing company secretary, as a scrutinizer to supervise the voting process. Further, I hereby authorize Manikanta, the company secretary, to declare the result 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.