Infosys(INFY) - 2024 Q4 - Annual Report

Part I Key Information Principal risks associated with investing in Infosys's American Depositary Shares (ADSs) are categorized into eight main areas Risks Related to Markets and Clients The company's revenue is significantly exposed to macroeconomic conditions in its primary markets and concentrated among a few major clients Fiscal 2024 Revenue Distribution | Category | Percentage of Revenue | | :--- | :--- | | By Geography | | | North America | 60.1% | | Europe | 27.6% | | Rest of the World | 9.8% | | By Industry | | | Financial Services & Insurance | 27.4% | | By Client Concentration | | | Top 5 Largest Clients | 13.3% | | Top 10 Largest Clients | 20.0% | - Spending on technology by clients is volatile and dependent on economic, geopolitical, and regulatory environments[19][28][35] - The technology services market is highly competitive, with pressure on pricing from global consulting firms, India-based competitors, and niche providers[48][49][51] - Changes in immigration laws and their enforcement in key jurisdictions could increase compliance costs and disrupt the company's ability to staff projects[20][39] Risks Related to Growth Investments Future success depends on adapting to rapid technological changes like Generative AI, with risks tied to new service development and acquisitions - The company must continually develop new offerings in areas like Generative AI, cloud, and IoT to remain competitive, but these investments risk not achieving market success[56][57] - Acquisitions and strategic investments may not be successful due to challenges in identifying targets, completing transactions, and integrating operations[60][61][65] - Goodwill from acquisitions is subject to annual impairment reviews, and significant impairment charges could adversely affect results of operations[68] Risks Related to Cost Structure Profitability is sensitive to cost structure fluctuations, including wage pressures, currency volatility, and the expiration of tax benefits - Wage pressures in India and increased hiring in higher-cost jurisdictions like the US and Europe may erode the company's competitive advantage and reduce profits[77][78] - Currency fluctuations pose a significant risk; during fiscal 2024, every 1% change in the INR/USD exchange rate affected operating margins by approximately 0.43%[84][83] - The company has contractual capital expenditure commitments of $94 million as of March 31, 2024, which could reduce profitability if not matched by business growth[81] Risks Related to Employee Workforce The company's success is highly dependent on its ability to attract, train, and retain skilled technology professionals and senior management - The ability to execute projects depends on attracting and retaining skilled professionals amid intense competition for talent, especially for digital skills[90][92][93] - The company is highly dependent on its Board of Directors, executive officers, and senior leaders, and the loss of any key member could adversely affect business[98][99] Risks Related to Contractual Obligations Fixed-price contracts, termination clauses, and performance-based pricing models create risks of cost overruns and revenue uncertainty - In fiscal 2024, approximately 53% of total revenue came from fixed-price projects, which carry the risk of lower profits or losses if estimates are inaccurate[100] - Many client contracts can be terminated with or without cause on short notice, which could negatively impact revenues and profitability[102] - Some long-term contracts include benchmarking provisions that could force price reductions, adversely impacting future revenues[107] Risks Related to Operations Operational risks include cybersecurity threats from the hybrid work model, potential data breaches, and disruptions from geopolitical conflicts - The hybrid working model increases exposure to cybersecurity and data privacy risks, where unauthorized data disclosure could result in litigation and reputational harm[111][113][115] - The company has been a target of cybersecurity attacks, such as the November 2023 ransomware incident at its subsidiary McCamish, which can lead to financial losses[121][124] - Climate change presents strategic, physical, and regulatory risks, as extreme weather could disrupt operations and failure to meet goals could impact contracts[148][150][152] - The large scale of the organization (317,240 employees across 56 countries) poses challenges to maintaining uniform internal controls[160] Risks Related to Legislation and Regulatory Compliance The company is subject to a complex web of global regulations covering immigration, data protection, taxation, and intellectual property - Tax incentives for SEZ units in India have significantly reduced the company's tax expense, resulting in a tax decrease of $363 million in fiscal 2024; these benefits are expiring[177][178] - The intellectual property laws of India may not offer the same level of protection as in the United States, creating a risk of misappropriation of the company's IP[168][169] - Changes in tax policies, such as the OECD's Base Erosion and Profit Shifting (BEPS) initiatives, could increase the company's tax costs[181][185] Risks Related to the ADSs Risks specific to American Depositary Shares (ADSs) include exchange rate impacts, restricted voting rights, and Indian regulatory constraints - Fluctuations in the U.S. dollar to Indian rupee exchange rate can negatively affect the dollar value of dividends paid on ADSs[199] - ADS holders may have restricted ability to exercise voting rights and participate in share buybacks due to practical and legal limitations[202][203] - India's Takeover Code applies to the acquisition of ADSs, which can trigger mandatory open offer requirements for acquirers reaching certain ownership thresholds[206][207] - Changes in Indian regulations, such as the phasing out of open market buybacks from April 1, 2025, may impact the company's ability to return capital to shareholders[217] Information on the Company A comprehensive overview of Infosys details its history, business strategy, solutions, client base, and operational structure Company Overview Infosys is a global leader in digital services, with strong growth in revenue and net profit from fiscal 2020 to 2024 Key Growth Metrics (Fiscal 2020-2024) | Metric | Fiscal 2020 | Fiscal 2024 | CAGR | | :--- | :--- | :--- | :--- | | Revenues | $12,780 M | $18,562 M | 9.8% | | Net Profit | $2,338 M | $3,169 M | 7.9% | | Total Employees | 242,371 | 317,240 | 7.0% | - The company's core values are Client Value, Leadership by Example, Integrity and Transparency, Fairness and Excellence (C-LIFE)[219] History and Development of the Company Incorporated in 1981, Infosys has grown into a key business transformation partner, listing on the NYSE in 2012 under the ticker INFY Capital Expenditures (Fiscal Years) | Fiscal Year | Amount (in millions) | | :--- | :--- | | 2024 | $266 | | 2023 | $319 | | 2022 | $290 | - As of March 31, 2024, the company had contractual commitments for capital expenditure of $94 million[225] Business Overview The company's operating environment, strategic direction, and service offerings are detailed, highlighting key industry trends and strategic pillars - Key industry trends shaping the future include a focus on Generative AI, accelerated demand for digital services, and a continued focus on ESG[233] - The company's four-pronged strategy focuses on: 1) Scale Agile Digital, 2) Energize the Core, 3) Reskill our People, and 4) Expand Localization[234] - In fiscal 2024, the company won large deals with a total contract value of over $17.7 billion, demonstrating its competitiveness in complex transformation programs[241] Fiscal 2024 Revenue Breakdown | Category | FY 2024 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | | By Geography | | | | | North America | 60.1% | 61.8% | 61.7% | | Europe | 27.6% | 25.7% | 24.8% | | Rest of the World | 9.8% | 9.9% | 10.6% | | India | 2.5% | 2.6% | 2.9% | | By Business Segment | | | | | Financial services | 27.4% | 29.8% | 32.0% | | Retail | 14.7% | 14.5% | 14.6% | | Communications | 11.7% | 12.3% | 12.5% | | Energy, Utilities, etc. | 13.0% | 12.6% | 11.9% | | Manufacturing | 14.5% | 12.9% | 11.0% | Property, Plant and Equipment The company's corporate headquarters is in Bengaluru, India, with a global presence across 265 locations in 56 countries - The corporate headquarters in Bengaluru features 6.5 million square feet of operational facilities on 4.7 million square feet of land[344] - As of March 31, 2024, the company has a presence in 265 locations across 56 countries[346] Operating and Financial Review and Prospects (MD&A) Management's discussion and analysis (MD&A) covers the company's financial condition and results of operations for fiscal year 2024 Results of Operations For fiscal 2024, revenues grew 1.9% to $18,562 million, while net margin improved to 17.1% from 16.4% in the prior year Fiscal 2024 vs. Fiscal 2023 Performance | Metric (in millions) | Fiscal 2024 | Fiscal 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $18,562 | $18,212 | 1.9% | | Gross Profit | $5,587 | $5,503 | 1.5% | | Gross Margin | 30.1% | 30.2% | (0.1) ppt | | Operating Profit | $3,834 | $3,825 | 0.2% | | Operating Margin | 20.7% | 21.0% | (0.3) ppt | | Net Profit | $3,169 | $2,983 | 6.2% | | Net Margin | 17.1% | 16.4% | 0.7 ppt | - The company initiated Project Maximus, a margin expansion program, during fiscal 2024 to improve profitability[369] - Other income increased by 69.6% to $568 million, primarily due to $237 million in interest income on an income tax refund[391] - The effective tax rate decreased slightly to 27.1% in fiscal 2024 from 27.7% in fiscal 2023[406][407] Liquidity and Capital Resources The company maintains a strong liquidity position with working capital of $6,071 million and no outstanding borrowings as of March 31, 2024 Cash Flow Summary (in millions) | Cash Flow Activity | Fiscal 2024 | Fiscal 2023 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $3,148 | $2,853 | | Net Cash used in Investing Activities | ($708) | ($218) | | Net Cash used in Financing Activities | ($2,116) | ($3,288) | - Working capital increased to $6,071 million as of March 31, 2024, from $3,857 million a year prior[420][421] - Days Sales Outstanding (DSO) increased to 71 days as of March 31, 2024, from 62 days a year earlier[425] - The company's capital allocation policy aims to return approximately 85% of free cash flow to shareholders over a 5-year period[446] Quantitative and Qualitative Disclosures about Market Risk The company's primary market risk is foreign currency fluctuation, which it mitigates using derivative financial instruments Fiscal 2024 Revenue by Currency | Currency | Percentage of Revenue | | :--- | :--- | | U.S. dollar | 66.2% | | Euro | 14.8% | | Australian dollar | 5.0% | | United Kingdom Pound Sterling | 4.1% | | Others | 9.9% | - The company uses foreign exchange forward and option contracts to hedge its exposure to currency risk for non-speculative purposes[454] Directors, Senior Management and Employees Detailed information on the company's leadership, board structure, compensation, and human capital management is provided Directors and Executive Officers As of March 31, 2024, the Board comprised nine members, with a 77.78% majority of Independent Directors - The Board consists of nine members: one non-executive Chairman (Nandan M. Nilekani), one CEO & MD (Salil Parekh), and seven Independent Directors[458][463] - Key board committees, including Audit, Nomination and Remuneration, and Risk Management, are composed entirely of independent directors[535] - Jayesh Sanghrajka was appointed as the Chief Financial Officer effective April 1, 2024, succeeding Nilanjan Roy[459][533][534] Compensation Executive compensation is performance-based, with a significant portion tied to long-term corporate goals through equity awards Fiscal 2024 Compensation for CEO & MD (Salil Parekh) | Component | Amount ($) | | :--- | :--- | | Salary | 845,892 | | Bonus & Incentive | 2,380,366 | | Value of RSUs Granted | 6,691,895 | - A total of 9,504,262 stock options/RSUs were granted to employees under the 2015 and 2019 plans during fiscal 2024[605] Employees As of March 31, 2024, Infosys had 317,240 employees and focuses heavily on development through its in-house learning platform, Lex Employee Headcount | As of March 31 | Total Employees | | :--- | :--- | | 2024 | 317,240 | | 2023 | 343,234 | | 2022 | 314,015 | - In fiscal 2024, the company received 2,436,929 employment applications and extended 26,975 offers of employment[331][586] - The company's learning platform, Lex, is used by over 304,000 unique active employees and offers more than 18,000 courses[242][590] Major Shareholders and Related Party Transactions Major shareholders are identified and details on related party transactions are provided Major Shareholders (as of May 24, 2024) | Shareholder | Class of Security | No. of Shares Beneficially Held | % of Equity Shares | | :--- | :--- | :--- | :--- | | All directors and officers as a group | Equity | 102,168,475 | 2.46% | | Life Insurance Corporation of India | Equity | 395,772,200 | 9.53% | - As of May 24, 2024, there were 68,526 record holders of ADRs, representing 427,861,132 ADSs[613][632] Financial Information The company's consolidated financial statements are incorporated, highlighting export revenues and the capital allocation policy - In fiscal 2024, export revenue accounted for $18,093 million, or 97.5% of total revenues[620] - The company's capital allocation policy aims to return ~85% of free cash flow to shareholders over a 5-year period through dividends and/or buybacks[622][623] The Offer and Listing Details about the trading of Infosys's equity shares in India and its American Depositary Shares (ADSs) on the NYSE are provided - Infosys ADSs trade on the NYSE under the ticker 'INFY', with each ADS representing one equity share[629] - As of May 24, 2024, there were 4,151,895,295 equity shares issued and outstanding, with 427,861,132 ADSs held by 68,526 record holders in the U.S[632] Additional Information Supplementary details on corporate structure, material contracts, and the regulatory environment in India and the U.S. are provided - The company's Articles of Association set the board size between three and fifteen directors, with one-third of non-independent directors subject to retirement by rotation annually[637] - India's Takeover Code imposes disclosure and open offer requirements on acquirers reaching certain shareholding thresholds (e.g., 25% for a mandatory open offer)[682][684] - Under Indian tax law effective from Finance Act 2020, Dividend Distribution Tax (DDT) is abolished, and dividends are now taxed in the hands of shareholders[749] Part II Controls and Procedures Management's evaluation concluded that the company's disclosure controls, procedures, and internal control over financial reporting were effective - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2024[805] - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of March 31, 2024[808] - The independent auditor, Deloitte Haskins & Sells LLP, issued an unqualified opinion on the effectiveness of the Group's internal control over financial reporting[810] Other Disclosures Various governance and compliance disclosures are covered, including accountant fees, share buybacks, and cybersecurity risk management Principal Accountant Fees and Services Total fees paid to the principal accountant, Deloitte Haskins & Sells LLP, amounted to $3.6 million in fiscal 2024 Accountant Fees (in millions) | Type of Service | Fiscal 2024 | Fiscal 2023 | | :--- | :--- | :--- | | Audit Fees | $2.4 | $2.3 | | Audit Related Fees | $0.7 | $0.3 | | Tax Fees | $0.3 | $0.5 | | All Other Fees | $0.2 | $0.1 | | Total | $3.6 | $3.2 | Purchases of Equity Securities by the Issuer and Affiliated Purchasers The company completed a ₹9,300 crore share buyback program in February 2023 via the open market route Share Buyback Summary (Fiscal 2023 Program) | Metric | Value | | :--- | :--- | | Total Shares Purchased | 60,426,348 | | Total Amount (INR) | ₹9,300 crore | | Total Amount (USD) | ~$1,130 million | | Average Price per Share (INR) | ₹1,539.06 | | Period | Dec 7, 2022 - Feb 13, 2023 | Cybersecurity Infosys maintains an integrated Enterprise Risk Management framework to manage cybersecurity risks, overseen by the Board's Risk Management Committee - The company's cybersecurity program is managed by a dedicated Information Security Group (ISG) led by a Chief Information Security Officer (CISO)[846][847][848] - On November 2, 2023, subsidiary McCamish suffered a ransomware attack, with data of up to 6.5 million individuals subject to unauthorized access[844] - As of March 31, 2024, the McCamish incident resulted in $38 million in costs for remediation, restoration, and legal services[844] Part III Financial Statements The Group's audited consolidated financial statements for fiscal year 2024 are presented in accordance with IFRS Consolidated Balance Sheet (in millions) | Account | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Total Current Assets | $10,722 | $8,626 | | Total Non-Current Assets | $5,801 | $6,686 | | Total Assets | $16,523 | $15,312 | | Total Current Liabilities | $4,651 | $4,769 | | Total Non-Current Liabilities | $1,267 | $1,319 | | Total Liabilities | $5,918 | $6,088 | | Total Equity | $10,605 | $9,224 | | Total Liabilities and Equity | $16,523 | $15,312 | Consolidated Statement of Comprehensive Income (in millions) | Account | FY 2024 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | | Revenues | $18,562 | $18,212 | $16,311 | | Gross Profit | $5,587 | $5,503 | $5,315 | | Operating Profit | $3,834 | $3,825 | $3,755 | | Net Profit | $3,169 | $2,983 | $2,968 | | Total Comprehensive Income | $3,087 | $2,256 | $2,642 | | Diluted EPS ($) | $0.76 | $0.71 | $0.70 | Consolidated Statement of Cash Flows (in millions) | Account | FY 2024 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $3,148 | $2,853 | $3,345 | | Net Cash used in Investing Activities | ($708) | ($218) | ($1,005) | | Net Cash used in Financing Activities | ($2,116) | ($3,288) | ($3,325) | | Net (Decrease)/Increase in Cash | $324 | ($653) | ($985) | - The independent auditor's report includes an Emphasis of Matter paragraph related to the November 2023 cybersecurity incident at a subsidiary[864] - Critical Audit Matters identified by the auditor relate to Revenue Recognition, specifically concerning the identification of distinct performance obligations and cost estimation for fixed-price contracts[868][874]