AUDIT COMMITTEE CHARTER

OF
INFOSYS LIMITED

1. Objectives

The objectives of the Audit Committee (the “Committee”) of the Board of Directors (the
“Board) of Infosys Limited (the “Company”) is to assist the Board with oversight of (i) the
accuracy, integrity and transparency of the Company's financial statements with
adequate and timely disclosures; (ii) compliance with legal and regulatory requirements;
(iii) the Company's independent auditors' qualifications and independence; (iv) the
performance of the Company's independent auditors and internal auditors; and (v)
acquisitions and investments made by the Company.

The role, responsibilities and powers of the Committee shall include matters set out in
this charter and such other items as may be prescribed by applicable laws as amended
or by the Board in compliance with applicable law from time to time.

2. Process

The Committee fulfills its objective through the following process:

i. Ensuring an effective and independent internal audit function which works to provide
assurance regarding the adequacy and operation of internal controls and processes
intended to safeguard the Company’s assets, effective and efficient use of the
Company’s resources and, timely and accurate recording of all transactions.
ii. Meeting the independent auditor at the end of each quarter and financial year to
discuss key observations relating to the financial statement for the relevant period.
iii. Providing an independent channel of communication for the Chief Compliance Officer,
internal auditor and the independent auditor.
iv. Inviting members of the management, and at its discretion, external experts in legal,
financial and technical matters, to provide advice and guidance.
v. Providing periodic feedback and reports to the Board.
vi. Meeting at least four times in a year and not more than one hundred and twenty days
shall elapse between two meetings.
vii. Reviewing its own charter, structure, processes and membership periodically and
recommending proposed changes to the Board for approval.

3. Powers

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 The Committee shall have, inter alia, the following powers:
i. To investigate any activity within its terms of reference.
ii. To seek information from any employee.
iii. To retain external legal, accounting or other professional advisors as the Committee
deems necessary or appropriate to carry out its duties.
iv. To institute special investigations into any matter provided in this charter or referred
to it by the Board, with full access to the internal auditors, chairperson of the Board,
management and the independent auditor, as well as all books, records, facilities and
personnel of the Company.
v. To secure attendance of the auditors, internal auditor, and the head of finance and of
outsiders with relevant expertise.

Responsibilities. The Committee shall have the following authority and

4.
responsibilities:
4.1 Relating to Financial Statements
4.1.1 Reviewing with management and the independent auditor the
annual audited/unaudited financial statements and the quarterly
audited/unaudited financial statements/results and auditor’s report
thereon, and recommendation to the Board for adoption and for
filing annual reports on Form 20-F with the United States Securities
and Exchange Commission (SEC) and any reports with regulators
including but not limited to the Securities and Exchange Board of
India (SEBI). Such review should primarily focus on:
• Changes if any, in accounting policies and practices and reasons
for the same
• Pre-approval/approval/disclosure of any related party
transactions;
• Approval of any subsequent modification of transactions of the
listed entity with related parties
• Major accounting entries involving estimates based on the
exercise of judgment by the management
• Modified opinion(s), if any, in draft audit report
• Matters required to be included in the director’s responsibility
statement to be included in the Board’s report under Section 134
(3)(c) of the Companies Act, 2013
• Significant adjustments made in the financial statements arising
out of audit findings
• Compliance with accounting standards
• Compliance with stock exchange and other regulatory
requirements concerning financial statements

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 4.1.2 Reviewing the management discussion and analysis of financial
condition and results of operations;
4.1.3 Evaluation of internal financial controls and risk assessment and
management systems. The Committee will meet with the
management, the internal auditors and the independent auditors to
review and discuss the Company’s internal controls and the integrity
of the Company’s audited financial statements. Oversight of the
company’s financial reporting process and disclosure of financial
information to ensure that the financial statements are correct,
sufficient and credible.
4.1.4 Review financial statements and investments made by any material
unlisted subsidiary.
4.1.5 Reviewing, with the management, and independent auditors, any
prospectus or such other document including financial statements
contained therein, proposed to be issued by the company for the
purpose of raising capital, including debt;

4.2 Relating to Independent Auditors

4.2.1 Make recommendations to the Board for appointment, retention,
termination, remuneration/compensation, and terms of appointment
of an independent registered public accounting firm to act as the
Company’s independent auditor.
4.2.2 Review with independent auditors the nature and scope of audit
coverage, to ascertain adequacy and appropriateness.
4.2.3 Review management letters/letters of internal control weaknesses
issued by the independent auditors.

4.2.4 Approval of all audit and permitted non-auditing services to be

provided by the independent auditor to the Company. Adopt policies
and procedures for the Committee’s pre-approval of the permitted
services by the Company’s independent auditors or other registered
public accounting firms on an ongoing basis.

For the purpose of this clause, ‘non-auditing services’ shall mean

any professional services provided to the Company/group by the
independent auditor, other than those provided to the Company in
connection with an audit or a review of the financial statements of
the Company.

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 4.2.5 Annually obtaining and reviewing a report by the independent
auditor that describes (i) the independent auditor’s internal quality
control procedures, and (ii) any material issues raised by the most
recent internal quality-control review, or peer review, of the
independent auditor or by any inquiry or investigation by
governmental or professional authorities, within the preceding five
years, regarding any independent audit performed by the
independent auditor, and any steps taken to deal with any such
issues and (iii) to assess the auditor’s independence to all
relationships between the independent auditor and the Company at
least annually, to evaluate the qualifications, performance and
independence of the Company's independent auditors, including an
evaluation of the lead audit partner; and to assure the regular
rotation of the lead audit partner and consider regular rotation of the
accounting firm serving as the Company's independent auditors.
Reviewing and discussing with the independent auditor the written
independence disclosures required by the applicable requirements
of the Public Company Accounting Oversight Board or any other
regulatory body.
4.2.6 Conducting a post-audit review of the financial statements and audit
findings, including any significant suggestions for improvements
provided to the management by the independent auditor or the
internal auditor.
4.2.7 Reviewing and monitoring the effectiveness of the audit process.
4.2.8 Assist management in carrying out management’s obligation of
fostering a culture of co-operation and openness between
management, the Committee, independent auditors, internal
auditors and other internal and external compliance functions.

4.2.9 In case the auditors propose to resign before completion of their

term, the Committee shall obtain and examine all concerns raised
by the auditor such as non-availability of information / non-
cooperation by the management / any other apprehensions
hampering the audit process, and deliberate on them in the
immediate next meeting.

4.2.10 Post deliberations as provided in 4.2.9, the Committee shall

communicate its views to the management and the auditor.

4.3 Relating to Internal Audit Function

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 4.3.1 Reviewing the responsibilities, functions, qualifications,
performance and adequacy of internal audit function, including the
structure of the internal audit department, staffing and seniority of
the official heading the department, reporting structure coverage and
frequency of internal audit.
4.3.2 Review with the internal auditor, any audit findings and the
management’s response.
4.3.3 Reviewing the appointment, removal and terms of remuneration of
the internal auditor.
4.3.4 Discussing with internal auditors any significant findings relating to
internal control weaknesses and follow up thereon. Reviewing
internal audit reports relating to internal control weaknesses.
4.3.5 Reviewing the findings of any investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the
matter to the Board.
4.4 Relating to Internal Controls
4.4.2 Reviewing with the management, performance of independent and
internal auditors and the adequacy of internal control systems.
4.5 Relating to the Integrity & Compliance Function of the Company
4.5.1 Review of compliance of the Company with the requirements of the
SEC and SEBI and such other applicable regulatory bodies.
4.5.3 Review of compliance with the Company’s Code of Conduct and
Ethics.
4.5.4 Review of Company’s compliance with employee benefit plans.

4.5.5 Review of compliance with Company’s insider trading policy.

4.5.6 Establish and review procedures for:
• receiving, retaining and treating complaints received by the
Company regarding accounting, internal controls, and
auditing matters which shall allow for the confidential,
anonymous submission by employees; and
• protection of employees and others who raise concerns
through the whistleblower mechanism, including direct
access to the chairperson of the Committee in appropriate or
exceptional cases.

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 4.5.7 Review and discuss with the independent auditor, the overall
adequacy and effectiveness of the Company’s legal, regulatory and
ethical compliance programs, including the Code of Conduct and
Ethics adopted for the Company’s service providers, and
management's monitoring of compliance with the Company's Code
of Conduct and Ethics, the U.S. Foreign Corrupt Practices Act, the
U.K. Bribery Act, and similar applicable anti-corruption legislations
in other jurisdictions, and compliance with export control laws.
4.6 Relating to acquisitions and investments
4.6.1 Consider and approve proposals for acquisitions and investments
up to certain threshold amounts of exposure as approved by the
Board.
4.6.2 Periodically review the status of acquisitions and investments in
terms of business objectives met, status of integration of acquired
companies, risk mitigation and financial returns.
4.6.3 Periodically review the treasury policy of the Company, including
investment of surplus funds and foreign currency operations.
4.6.4 Review the end utilization of funds where the total amount of
loans/advances/investment from the Company to its subsidiary
exceeds Rs. 100 crore or 10% of the asset size of the subsidiary,
whichever is lower.

4.7 Other Responsibilities

4.7.1 Review, in conjunction with legal counsel, any legal matters that
could have a significant impact on the Company’s financial
statements. Review, in conjunction with management and the
independent auditor, any correspondence with regulators or
governmental agencies and any published reports that raise material
issues regarding the Company’s financial statements or accounting
policies. As appropriate, engage independent counsel or other
advisors as it deems necessary or appropriate to carry out its duties.
The Committee shall set the compensation, and oversee the work
of, any independent counsel or other advisors retained by it. The
Company will provide appropriate funding, as determined by the
Committee, to pay the independent auditor, any other registered
public accounting firm, any independent counsel and any other
advisors hired by the Committee and any administrative expenses
of the Committee that are necessary or appropriate in carrying out
its activities.

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 4.7.2 Review and discuss the company's earnings press releases, as well
as financial information and earnings guidance provided to analysts
and rating agencies.
4.7.3 Approval of appointment of the chief financial officer after assessing
the qualifications, experience and background, etc. of the candidate.
4.7.4 Periodically report to the Board or Committee of the Board inter alia
all significant matters that have come to the knowledge of the
Committee, covering internal controls, financial statements, policies
and statutory/regulatory compliances.
4.7.5 Set hiring policies with regard to employees and former employees
of the independent auditor and oversee compliance with such
policies.
4.7.6 Monitoring of and review with the management the statement of
uses/application of funds raised through a issuance (public issue,
rights issue, preferential issue), the statement of funds utilized for
purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public
or rights issue and making appropriate recommendations to the
Board to take up steps in this manner.
4.7.7 Scrutinize inter-corporate loans and investments.
4.7.8 Oversee the valuation of undertakings or assets of the Company,
wherever it is necessary.
4.7.9 Look in to reasons for substantial defaults in payment to the
depositors, debenture holders, shareholders (in case of non-
payment of declared dividend) and creditors, if any.
4.7.10 The following functions for each subsidiary company in regard to
Statutory Audit, will be performed / reviewed by the Committee of
the respective subsidiary company and that of the Company:

(i) Appointment of the auditors

(ii) Fixation of remuneration of the auditors
(iii) Pre-approval of all services provided by the statutory auditor of
Infosys Limited
(iv) Compliance regarding “prohibited service‟, as defined in the
said Policy
(v) Review / oversight of the work done by the auditor response
thereto.
4.7.11 Review the functioning of whistle blower mechanism.

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 4.7.12 Carry out any other function as applicable under law or as
determined by the Board as per applicable laws.

5 Composition.
5.1 Each member of the Committee must be a member of the Board who
satisfies all applicable definitions of independence for directors and audit
committee members (as defined in (i) the Listed Company Manual of the
NYSE and (ii) the rules of the SEC (iii) Companies Act, 2013 and Rules
made thereunder (iv) SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time as
determined by the Board after consideration of all factors determined to
be relevant under the rules and regulations of the NYSE and the SEC.
5.2 The Committee shall comprise a minimum of three directors.
5.3 Each member of the Committee will be able to read and understand
fundamental financial statements and otherwise comply with the financial
literacy requirements in accordance with NYSE rules and the SEBI
(Listing Obligations and Disclosure Requirements), 2015 (“SEBI LODR”),
as amended from time to time. At least one of the members must be an
“audit committee financial expert” as determined by the Board in
accordance with Item 407(d)(5)(ii) of Regulation S-K under the US
Securities Act and shall possess accounting or related financial
management expertise in accordance with Regulation 18(1)(c) of the
SEBI LODR requirements.
5.4 One of the members shall be elected as the chairperson, either by the
entire Board or by the members themselves, by majority vote. The
chairperson of the Committee shall be present at annual general
meetings to answer shareholder queries.
5.5 The members of the Committee shall be elected by the Board, and shall
continue until their successors are duly elected. In recognition of the time
burden associated with the service and with a view to bring in fresh
insight, the Committee may consider limiting the term of the committee
service, by automatic rotation or by other means. In addition, no member
of the Committee shall simultaneously serve on the audit committees of
more than 2 other public companies listed in the US, unless the Board
determines that such simultaneous service would not impair the ability of
such member to effectively serve on the Committee. They should be
diligent, knowledgeable, dedicated, interested in the job and willing to
devote a substantial amount of time and energy to the responsibilities of
the Committee, in addition to Board responsibilities.
5.6 The Company Secretary shall act as the secretary to the Committee.
6. Disclosure requirements.

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 6.1 The Committee charter should be published on the Company’s website.
6.2 The Committee shall disclose in the Company's annual reports filed with
regulators for each fiscal year whether or not, with respect to the
concerned fiscal year:
• The Committee has reviewed the audited financial statements with
the management, including a discussion of the quality of the
accounting principles as applied, and significant judgments
affecting the Company's financial statements.
• The independent auditors have discussed with the Committee
their judgments of the quality of those principles as applied and
judgments referred to above under the circumstances.
• The members of the Committee have discussed among
themselves, without the management or the independent auditors
being present, the information disclosed to the Committee as
described above.
• The Committee, in reliance on the review and discussions
conducted with the management and the independent auditors
pursuant to the requirements above, believes that the Company's
financial statements are fairly presented in conformity with Indian
Accounting Standards and International Financial Reporting
Standards in all material respects.
• The Committee has satisfied its responsibilities in compliance with
its charter.
6.3 The Committee shall secure compliance that the CEO has affirmed to the
NYSE on the following matters, as required in terms of the relevant NYSE
rules:
• The CEO is not aware of any violation by the Company of NYSE
corporate governance listing standards.
• The CEO has promptly notified the NYSE in writing after any
senior officer of the Company becomes aware of any non-
compliance with any applicable provisions of Section 303A of the
NYSE Listed Company Manual.
• The annual submission to the NYSE of an executed Written
Affirmation and interim Written Affirmations as and when required
by the interim Written Affirmation form specified by the NYSE.
6.4 In case the auditors resign before completion of their term, disclosure of
views as described under point no. 4.2.10 shall be disseminated to the
stock exchanges.

6.5 The Committee shall report to shareholders as required by applicable

law.
7. Meetings and reports.

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 7.1 The Committee shall meet at least four times a year and not more than
one hundred and twenty days shall elapse between two meetings.
Meetings may be in person or through calls/videoconferences as
permitted by law.
7.2 The Committee shall meet separately with the management, with the
internal auditors and with the independent auditors.
7.3 The Committee shall undertake an annual performance evaluation of its
own effectiveness and submit it to the Board.
7.4 The Committee shall report regularly to the Board with respect to the
Committee’s activities and receive feedback and direction from the
Board on such activities. Committee reports shall include any significant
issues that arise with respect to the quality or integrity of the Company’s
financial statements, the Company’s compliance with legal or regulatory
requirements, the performance of the internal audit function or the
performance and independence of the Company’s independent auditor,
as applicable, after review with the management, with recommendations
being made to the Board by the Committee as appropriate.
7.5 The Committee shall facilitate the open flow of information and
cooperation with other committees of the Board.
7.6 The quorum will be two or one third of the Committee strength whichever
is higher. The committee may form a sub-committee if it thinks so
necessary for any particular subject.
8. Delegation of authority. The Committee may delegate to one or more
designated members of the Committee the authority to pre-approve audit and
permissible non-audit services, provided such pre-approval decision is presented
to the full Audit Committee at its scheduled meetings.

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